Terms and Conditions of Service

General Conditions of Supply of Services of Overland T P Limited

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions (Conditions).

Contract: the Customer’s Instructions and the Supplier’s acceptance of them.

Customer: the person, firm or company who purchases Services from the Supplier.

Customer Instructions: the written instructions provided by the Customer to the Supplier.

Customer’s Vehicle: the vehicle specified in the Customer’s Instructions.

Services: the transport and delivery of the Customer’s Vehicle by the Supplier to in accordance with the Customer Instructions.

Supplier: Overland T P Limited, a company registered in England with company number 05382162, whose registered office is at 31 Sandy Lane, Newcastle under Lyme,Staffordshire,ST5 0LX.

VAT: value added tax chargeable under English law for the time being and any similar additional tax.

1.2 Condition, schedule and paragraph headings shall not affect the interpretation of these conditions.

1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4 Words in the singular shall include the plural and vice versa.

1.5 A reference to writing or written includes faxes and e-mail.

1.6 Any obligation the Contract on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

1.7 References to conditions are to the conditions of the Contract.

2. Application of conditions

2.1 These Conditions shall (a) apply to and be incorporated into the Contract and (b) prevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.

2.2 The Customer’s Instructions, or the Customer’s acceptance of a quotation for Services by the Supplier, constitutes an offer by the Customer to purchase the Services specified in it on these Conditions. No offer placed by the Customer shall be accepted by the Supplier other than (a) by a written acknowledgement issued and executed by the Supplier or (b) (if earlier) by the Supplier starting to provide the Services, when a contract for the supply and purchase of those Services on these Conditions will be established. The Customer’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other document shall not govern the Contract.

2.3 Quotations are given by the Supplier on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 7 days from its date, provided that the Supplier has not previously withdrawn it.

3. Commencement and duration

3.1 The Supplier shall endeavour to provide the Services supplied under the Contract within 48 hours of receipt by the Supplier of the Customer’s Instructions.

3.2 The Contract shall terminate automatically on completion of the Services in accordance with the Customer Instructions.

4. Customer’s Instructions

4.1 The Customer shall provide to the Supplier in writing sufficient information to enable the Supplier to carry out the Service, including without limitation, the following information, which shall constitute the Customer’s Instructions: (a) details of the Customer’s Vehicle; (b) details of the collection and delivery point of the Customer’s Vehicle; and (c) where appropriate, written authority to collect or remove the Customer’s Vehicle.

4.2 Once the Customer Instructions have been received by the Supplier, no amendment shall be made to it except in accordance with condition 10.

4.3 If any of the details provided in the Customer Instructions change between receipt by the Supplier of the Customer Instructions and collection of the Customer’s Vehicle, the Supplier reserves the right to change any previously quote price for the Service.

5. Supplier’s obligations

5.1 The Supplier shall use reasonable endeavours to complete the Services in accordance in all material respects with the Customer Instructions.

5.2 The Supplier shall use reasonable endeavours to meet any time for delivery provided by the Supplier, but any such times shall be estimates only and time shall not be of the essence of the Contract.

5.3 The Supplier shall be free to determine the method, route and order of delivery of the Customer’s Vehicle unless the Supplier shall have agreed otherwise with the Customer.

5.4 The
Supplier will maintain insurance with a reputable underwriter in respect of loss or damage to vehicles whilst in the Supplier’s possession and statutory responsibilities in the Supplier’s occupation of property, employment of staff and the conduct of its business. The Supplier’s will only provide insurance, and accept liability for, vehicles carried by its’ transporters. Any Customer Vehicle that is delivered, collected or moved via any other means is exempt from insurance and the Supplier will not accept any liability for any claim howsoever arising unless previously agreed in writing with the Customer.

5.5 The Supplier shall be responsible for the Customer Vehicle from the point at which the Customer shall give possession of it to the Supplier and shall have certified the condition and completeness of the Customer Vehicle as the case may be and the Supplier shall cease to be responsible for the Customer Vehicle on handling it to the Customer or a third party whether or not such party certifies the completeness and condition of the Customer Vehicle.

6. Customer’s obligations

6.1 The Customer shall: (a) co-operate with the Supplier in all matters relating to the Services; (b) ensure that the Customer’s Vehicle is in good working order and conforms to all relevantUKstandards or requirements.

6.2 The Customer warrants that: (a) it is the owner of the Customer Vehicle or that its principles are entitled to part with or take or take possession of (as the case may be) the Customer Vehicle and the Customer undertakes to indemnity the Supplier in respect of all costs, liabilities or fines howsoever arising in respect of any claim that the Client was not appropriately authorised; (b) the Customer Vehicle is in a condition which will not constitute a danger to any person if driven in a responsible manner or a suitably trained operative undertakes the Services and the vehicles are in a condition which will not constitute a danger from components detached or fluids leaking if the Customer Vehicle is transported in the normal manner.

6.3 The Customer will indemnify the Supplier and the Supplier’s employees and subcontract labour against: (a) any claim or liability if the Customer instructs the Supplier to park or drive the Customer Vehicle on the public highway and that vehicle is not in a fit state to be used on the public highway; (b) any liability that the Supplier may have to its employees and subcontract labour arising out of any breach by any third party of any health and safety legislation including but not limited to the Customer and any occupier of property to which the Customer Vehicle is to be delivered.

6.4 If the Supplier’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.

6.5 The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.

7. Charges and payment

7.1 The total price for the Services shall be the amount set out in the Contract, together with VAT, where appropriate.

7.2 The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 30 days of receipt.

7.3 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of National Westminster Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.

7.4 Time for payment shall be of the essence of the Contract.

7.5 The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

7.6 In the event that the client shall cancel any Customer Instruction to the Supplier on less one working day’s notice, a cancellation or amendment fee equal to the Supplier’s charges for the Services shall be payable to the Supplier.

7.7 In the event that there shall be a variation in the price of diesel fuel or the duty payable thereon or there shall be any levy or other cost, charge or similar government impost the Supplier shall be entitled to increase the charges for the services to recover in full any increase or charge.

8. Limitation of liability – THE CUSTOMER’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION

8.1 This condition 8 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of: (a) any breach of the Contract; (b) the carrying out of the Services by the Supplier; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

8.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8.3 Nothing in these Conditions limits or excludes the liability of the Supplier: (a) for death or personal injury resulting from negligence; or (b)for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier.

8.4 Subject to condition 8.2 and condition 8.3: (a) the Supplier shall not be liable, whether in tort (including for breach of statutory duty), contract, misrepresentation or otherwise for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss of corruption of data or information, any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; (b) the Supplier shall not be liable for any loss or damage to the Customer’s Vehicle which is caused by the Customer’s Vehicle not being in good working order or conforming to all relevant UK standards or requirements, including without limitation, any loss or damaged caused by any mechanical failure of the Customer’s Vehicle; (c) the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to the price paid for the Services or the value of the Customer Vehicle, whichever is greater.

9. Force majeure

The Supplier shall have no liability to the Customer under the Contract if it is prevented from or delayed in performing its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

10. Variation

No variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.

11. Waiver

11.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given.

11.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

12. Severance

12.1 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

12.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, that provision will apply with whatever modification is necessary to make it valid, enforceable and legal.

12.3 The parties agree, in the circumstances referred to in condition 12.1 and if condition 12.2 does not apply, to attempt to substitute for any invalid, unenforceable or illegal provision a valid, enforceable and legal provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.

13. Status of pre-contractual statements

Each of the parties acknowledges and agrees that, in entering into the Contract it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these terms and conditions or not) relating to the subject matter of the Contract, other than as expressly set out in the Contract.

14. Assignment

14.1 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

14.2 The Supplier may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract.

15. Rights of third parties

The Contract is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns and is not intended to benefit, or be enforceable by, anyone else.

16. Notices

Notice given under the Contract shall be in writing, sent for the attention of the person, and to the address or fax number, given in the Contract (or such other address, fax number or person as the relevant party may notify to the other party) and shall be delivered personally, sent by fax or sent by pre-paid, first-class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition 16 is not within business hours (meaning 9.00 am to 5.30 pm Monday to Friday on a day that is a business day), at 9.00 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted by fax, to the fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.

17. Governing law and jurisdiction

17.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law ofEnglandandWales.

17.2 The parties irrevocably agree that the courts ofEnglandandWalesshall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter.