The client appoints Grove Autocare Ltd as its vehicle preparation contractor at its premises for the purpose of the valeting and preparation for sale and service of its vehicles and other related activities (“the Services”) to the specifications set forth in a separate schedule available on request.
This Agreement shall commence on the first day services are performed by Grove Autocare Ltd and shall continue thereafter for one-year subject to either party being able to terminate this agreement at any time on giving the other at least one month’s written notice to expire on or after the first anniversary of this Agreement. The agreement shall be deemed to be a rolling contract following the completion of the first full year.
- The Client specified obligations
So as to allow Grove Autocare Ltd to carry out its obligations hereunder the client will at its cost provide
- (1) Lighting, water, drainage and electric power
- Internet connection in the valeting area (exact location to be agreed) where software is provided by Grove Autocare Ltd.
- Sufficient time so as to allow Grove Autocare Ltd to carry out its obligations.
- Sufficient access to allow Grove Autocare Ltd to carry out its obligations.
- Provide sufficient security to protect work in progress vehicles from theft and vandalism during the working day and to afford Grove Autocare Ltd personnel security from outside agencies.
- To provide sufficient security to safeguard Grove Autocare Ltd’s equipment during the hours of operation and during the hours the premises are closed.
- To ensure all equipment provided by Grove Autocare Ltd is not used by persons other than those engaged by Grove Autocare Ltd, excepting where previously authorised by Grove Autocare Ltd.
- The equipment supplied by Grove Autocare Ltd shall remain the sole property of Grove Autocare Ltd for the duration of the contract. THE CLIENT will compensate Grove Autocare Ltd in accordance with standard depreciation schedules for the depreciation of equipment or allow Grove Autocare Ltd to remove all said equipment upon termination of the contract.
- Grove Autocare will provide public liability (£5M) and Employers liability of (£10M), any excess of damage in-situ will be paid by Grove Autocare Ltd.
- Grove Autocare Ltd Obligations
In carrying out the Services here under Grove Autocare Ltd shall
- Supply persons during the clients opening times to provide the clients requirements and in accordance with the specifications and work volumes agreed with the client. These volumes will be monitored weekly.
- Provide management to perform quality checks.
- Attend Sales /Aftersales meetings with the client when required.
- Supply a fixed team of permanent operators dedicated to the vehicle preparation requirements of the client.
- Maintain and provide sufficient materials including paper products and cleaning equipment and chemicals for cleaning to carry out the Services hereunder.
- On site management shall conduct quality checks on a regular basis and shall also liaise with the client in connection with priority cars, complaints about cars not prepared to the standard as set forth in and any other queries or questions relating to the Services. In the event of cars not being prepared to the agreed standards of the client management such vehicles will be re-cleaned at no cost to the client.
- Ensure that Grove Autocare Ltd Operatives shall hold driving licences where applicable and be of at least 21 years of age. Whilst driving the client vehicles Grove Autocare Ltd Operatives shall drive carefully and obey all the client instructions and signs.
- Ensure that staff are made aware of and obey all directions in respect of security, health and safety and the administration or operation of the premises.
- At all times observe and comply with the client safety and security procedures operated at the premises.
- Provide manual washing facilities during periods of breakdown.
- Chair a regular Operational Review meeting with all department heads at the client’s premises if and when required.
- As discussed, and agreed with the clients Grove Autocare persons will be placed upon their insurance for the duration of the contract due to possibility of driving on the public highway. Upon any incident where individual’s subcontracted to Grove Autocare Ltd is solely responsible for any damage to property or vehicles, Grove Autocare will pay the insurance excess.
- The Premises
Grove Autocare Ltd’s right of access to and use of the client’s premises shall be as licensee only and nothing contained herein shall be construed as creating a tenancy or any other exclusive interest.
- Pricing and Payment
In consideration of Grove Autocare Ltd providing the services hereunder the client shall pay Grove Autocare Ltd according to the agreed tariff rates available separately if required.
The above prices shall be subject to an annual price increase to cover increased labour and material costs on each anniversary of the contract start date and for the duration of the contract period.
All charges are exclusive of VAT which shall be payable in addition.Grove Autocare Ltd shall send a Proof of Service Delivery ( POSD ) email to the clients nominated representative. The client should take the opportunity to check the details of the services provided and raise a query by return should there be an issue of any kind.
Failure to reply to this email positively or negatively does not constitute a query or a dispute and will be considered to be acceptance of the noted services supplied.
Grove Autocare Ltd shall invoice the client each week and the client shall make payment of all outstanding invoices prior to the last day of the month following that in which the invoice was raised and submitted.Any and all invoice queries how so ever caused shall be brought to the attention of Grove Autocare Ltd management within 7 days of the date the invoice was raised and submitted. Failure to do so may render the client liable to remit the full value of the invoice.
- Incidences of Damage
All incidences of damage caused or alleged to have been caused by Grove Autocare Ltd or any employee, agent or sub-contractor of Grove Autocare Ltd to vehicles or other goods or assets owned by or in the custody of The Client and in respect of which The Client may make a claim against Grove Autocare Ltd (a “Claim”) shall be dealt with in the manner set out below.
The client shall notify such Claim to the Area Manager &/or Head Office of Grove Autocare Ltd as soon as practically possible after it becomes aware of such incident and in any case on the same day on which such incident occurs.The Client shall be obliged to provide the Area Manager &/or Head Office of Grove Autocare Ltd with detailed proof &/or evidence of why the client holds Grove Autocare Ltd responsible for the incident.The client shall be obliged to allow Grove Autocare Ltd sufficient time and access to inspect the damage or alleged damage and carry out a Post-Incident Investigation Report.The client will not give repair authority or procures any repairs of any kind to be done to the relevant vehicle, goods or assets until such time as Grove Autocare Ltd has completed their Post-Incident Investigation Report and accepted liability.Grove Autocare Ltd shall undertake to revert back to the client with the findings of their Post-Incident Investigation Report within 48 hours of the official notification.Should unanimous evidence prove Grove Autocare Ltd responsible for an incident, Grove Autocare Ltd shall report the incident to their Insurance Company and arrange for the vehicle/s &/or property to be inspected by their Insurance Company’s Motor Vehicle Engineer &/or Loss AdjusterShould unanimous evidence prove Grove Autocare Ltd responsible for an incident but whereby the total repair costs fall within Grove Autocare Ltd insurance policy excess, The Client must obtain an order number from the Area Manager &/or Head Office of Grove Autocare Ltd before repairs can be authorisedShould unanimous evidence prove Grove Autocare Ltd responsible for an incident involving a motor vehicle, regardless of whether considered insured or uninsured, The Client shall be obliged to allow Grove Autocare Ltd the opportunity to appoint an independent motor engineer to inspect the vehicle repairsIn the event of an accident or incident whereby Grove Autocare Ltd is deemed responsible for the repairs, The Client agrees not to profit from such incident or damage and agrees to charge internal labour rates for repairs and to supply parts at cost
All estimates provided to Grove Autocare Ltd for consideration in regard to a damaged vehicle will be processed internally, utilising the Audatex Estimation System to ensure best and final trade rates are being applied and charged to Grove Autocare Ltd
The client hereby acknowledges that it shall have no right to bring any Claim against Grove Autocare Ltd whatsoever in the event that it does not comply with the provisions of this clause.
During the term of this agreement the client shall not have the Services performed by them or any agent or person other than Grove Autocare Ltd except to the extent that Grove Autocare Ltd agrees to such in writing or is unable for any reason to perform the Services in order to meet the requirements of the client.
This agreement may be terminated by either party if the other party
- Shall fail to perform or observe any material obligation i.e. persistently poor service under this agreement and such failure shall not have been remedied to the reasonable satisfaction of the other party within 28 days of written notice specifying the failure having been given to the party in default or
- Forthwith if by either party in the event that the other shall enter into liquidation whether compulsory or voluntary (otherwise than for the purpose of amalgamation or reconstruction) or compounds with its creditors or has a receiver appointed over all or part of its assets or takes or suffers any similar action in consequence of debt.
- In the event of termination of this agreement the client nor its contractor’s or sub-contractors or other agents shall offer or provide employment to those persons previously provided by Grove Autocare Ltd to carry out any duties on the client premises for a period of 90 days following termination or completion date of this agreement (whichever is the later) by either party other than expressly agreed and confirmed in writing by Grove Autocare Ltd. The client will pay Grove Autocare Ltd compensation of £1500-00 for each person that it is deemed to have contracted/sub-contracted/employed without obtaining the prior written approval of Grove Autocare Ltd valeting, contracted or sub-contracted by the client.
Any balance outstanding for services rendered becomes immediately payable regardless of who or why termination was invoked.
Any termination by either party shall be without prejudice to its rights against the other party in respect of the matter given rise to such termination and to the rights of either party in respect of any liability arising prior to such termination and shall not affect the continuing right of either party.
The prices quoted are subject to Grove Autocare Ltd not being liable under T.U.P.E regulations to transfer personnel either from you the client or the current service provider.
Where the transfer of undertaking applies, we will tailor and agree terms separately to the attached tariff.
- Force Majeure
Neither party shall be under any liability to the other and the other shall not be entitled to terminate this agreement for any breach of any provision hereof or failure by any party to perform any obligations hereunder where such breach or failure results from some cause beyond its control including but without limitation to the foregoing any act of God, war, civil commotion, fire, flood, explosion or act of terrorism (but excluding labour, dispute, or shortage of materials, fuel, or labour) provided that either party seeking to rely on the above shall have promptly notified the other in writing of the cause and probable duration of the failure and shall have used all reasonable endeavours to remedy the matter giving rise to such breach and that in any event the duration of the failure does not extend beyond a period of thirty days from the date of such notification.
This agreement and the rights granted by it are personal to Grove Autocare Ltd and may not be assigned delegated transferred or notated without the client prior written consent.
Grove Autocare Ltd undertakes not to use or divulge any “confidential information”, that is to say any of the client commercial information, trade secrets, documentation or methods of carrying on business except (in any such case) information which has come into the public domain otherwise than by reason of a breach of this confidentiality obligation. The restriction in this paragraph shall continue to apply after the expiry or termination of this agreement without limit of time.
- Whole Agreement
This agreement constitutes the entire agreement between the parties and includes all negotiations or discussions.
- No Agency or Partnership
Nothing in this Agreement shall constitute or be deemed to constitute an agency or partnership between the parties. Neither party shall have the authority or power to bind the other or contract in the name or create any liability against the other in any way or for any purpose.
- Waiver or forbearance
No waiver or forbearance by either party in enforcing any of its rights hereunder shall prejudice the ability of either party to enforce such rights hereunder in the future. No waiver shall be effective unless in writing and signed by the waiving party.
Any provision of this agreement which is declared void or unenforceable by any competent authority or court shall to the extent of the provision of this Agreement continue unaffected.
All notices or demands required to be given by either party to the other hereunder shall be delivered by hand or by registered or recorded letter post or by facsimile to, in the case of the client “The Managing Director” and in the case of Grove Autocare Ltd to “The Managing Director” in each case at their respective addresses shown above or at such other addresses as each party shall notify the other.
Any notice delivered by hand shall be deemed served on the day of delivery; if sent by recorded or registered post shall be deemed served after forty-eight hours from the time on which the notice, postage prepaid, is placed in the mail; and if sent by facsimile when a complete copy has been confirmed received at the appropriate address.
The headings used here are for convenience only and shall not be used for the purpose of interpretation.
This agreement shall be governed and construed in accordance with the laws of England and the English courts shall have exclusive jurisdiction.