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Terms and Conditions of Service

  1. Application of Terms
    These terms and conditions ("Conditions") govern all agreements between Stark Fleet and the Customer concerning the provision of Goods and Services by Stark Fleet. These Conditions take precedence over any other terms proposed or provided by the Customer, whether stated on invoices, orders, quotations, specifications, or any other documentation or communication.

  2. Integration of Schedules
    Each schedule referenced within these Conditions is an integral part of the contract between Stark Fleet and the Customer.

  3. Definitions
    The definitions and interpretations relevant to these Conditions are detailed in Schedule 1.

  4. General Applicability

    • Schedule 1 (Definitions and Interpretation) and Schedule 2 (General Terms) apply universally to all Goods and Services supplied by Stark Fleet.

    • Where Consignment Goods are involved, Schedule 3 will additionally apply to govern the specific terms related to those orders.

 

By entering into a contract with Stark Fleet, the Customer agrees to these Conditions and their associated schedules as binding terms of the agreement.

 

 

SCHEDULE 1
DEFINITIONS AND INTERPRETATION
PART 1

​

In these Conditions, the following definitions apply:

  • Stark Fleet: Stark Fleet Ltd, a company registered in England and Wales with company number 12552377.

  • Stark Fleet Materials: As defined in paragraph 9.1.8 of Schedule 2.

  • Business Day: A day other than a Saturday, Sunday, or public holiday in England.

  • Business Hours: The period from 8:00 am to 5:00 pm on any Business Day.

  • Collection Location: Stark Fleet’s premises or another location as advised by Stark Fleet.

  • Commencement Date: As defined in paragraph 2 of Schedule 2 for Goods and paragraph 7.3 of Schedule 2 for Services.

  • Conditions: These terms and conditions, as amended from time to time in accordance with paragraph 18.10 of Schedule 2.

  • Contract: The contract between Stark Fleet and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

  • Control: As defined in section 1124 of the Corporation Tax Act 2010, with the term "change of control" construed accordingly.

  • Controller, processor, data subject, personal data, personal data breach, processing, and appropriate technical measures: As defined in the Data Protection Legislation.

  • Core Travel Hours: From 9:00 am to 5:00 pm on any Business Day.

  • Customer: The individual or entity purchasing Goods and/or Services from Stark Fleet.

  • Data Protection Legislation: The UK Data Protection Legislation, along with any applicable European Union legislation related to personal data, and any other relevant legislation or regulatory requirements in force that apply to the use of personal data (including the privacy of electronic communications). This includes guidance and codes of practice issued by applicable supervisory authorities.

  • Deliverables: The deliverables specified in the Order, produced by Stark Fleet for the Customer.

 

• Delivery Location: The location specified in the Order or any alternative location agreed upon by the parties.

• Fix: Restoring a vehicle to a useable condition.

• Force Majeure Event: As defined in paragraph 18 of Schedule 2.

• Goods: The goods (or any part thereof) specified in the Order, or the Consignment Goods (or any part thereof), as applicable.

• Goods Specification: Any agreed-upon specification for the Goods, including relevant plans or drawings, documented in writing by the Customer and Stark Fleet Ltd.

• Intellectual Property Rights: Patents, rights to inventions, copyrights and related rights, trademarks, business names, domain names, trade dress, goodwill, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights—whether registered or unregistered. This includes applications, renewals, extensions, and rights to claim priority, along with all equivalent protections globally.

• Mobile Maintenance Engineer: An employee of Stark Fleet Ltd engaged to deliver the Services.

• Order: The Customer’s request for Goods and/or Services, submitted via a purchase order form (for Goods) or by telephone (for Services), as outlined in paragraph 7.1.

• RPI: The Retail Prices Index, or if no longer published, its successor index, subject to adjustments as determined by Stark Fleet Ltd.

• Services: The services, including Deliverables, provided by Stark Fleet Ltd to the Customer, as detailed in the Service Specification.

• Service Specification: The written description or specification of the Services provided by Stark Fleet Ltd to the Customer.

• Standard Call-Out Hours: From 9:00 am to 5:00 pm on any Business Day.

• Temporary Fix: Restoring a vehicle to a useable condition on a temporary basis, requiring the Customer to ensure permanent repairs are completed within a specified timeframe provided by Stark Fleet Ltd.

• UK Data Protection Legislation: All applicable UK data protection and privacy laws in effect, including the General Data Protection Regulation ((EU) 2016/679), the Data Protection Act 2018, the Privacy and Electronic Communications Directive (2002/58/EC), and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426), as amended.

• VAT: Value-added tax or any equivalent tax chargeable in the UK or elsewhere.


 

In these Conditions, the following rules apply: 

1. A reference to: a. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 

b. a party includes its successors and permitted assigns; 

c. a statute or statutory provision is a reference to it as amended or re-enacted and includes all subordinate legislation made under that statute or statutory provision; 

d. writing or written includes email but not fax. 

Any words following the terms for example, including or include or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms

 

​

GENERAL TERMS

  1. Basis of Contract
    1.1 The Order constitutes an offer by the Customer to purchase Goods and/or Services in accordance with these Conditions.
    1.2 Any samples, drawings, descriptive matter, or advertising issued by Stark Fleet Ltd and any descriptions of the Goods or illustrations or descriptions of the Services contained in Stark Fleet Ltd’s catalogues are provided solely to offer an approximate idea of the Services and/or Goods described. They will not form part of the Contract or carry any contractual force.
    1.3 These Conditions apply to the Contract to the exclusion of any other terms the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
    1.4 Any quotation provided by Stark Fleet Ltd will not constitute an offer and will remain valid for 7 Business Days from its date of issue unless agreed otherwise.
    1.5 All these Conditions will apply to the supply of both Goods and Services, except where specific application to one or the other is noted.

  2. Ordering Goods
    An Order for Goods will only be considered accepted when Stark Fleet Ltd issues written confirmation of the Order. At that point, the Contract will come into effect (“Commencement Date”).

  3. Goods
    3.1 The Goods are described in the Goods Specification.
    3.2 Stark Fleet Ltd reserves the right to amend the Goods Specification if required by any statutory or regulatory requirements and will notify the Customer of any such changes.

  4. Delivery and Collection of Goods
    4.1 If Stark Fleet Ltd delivers the Goods directly to the Customer:
    4.1.1 Stark Fleet Ltd will ensure that each delivery of the Goods is accompanied by a delivery note indicating the Order date, all relevant Customer and Stark Fleet Ltd reference numbers, the type and quantity of the Goods (including any applicable code numbers), and whether the Goods are being delivered in instalments.
    4.1.2 Stark Fleet Ltd will deliver the Goods to the Delivery Location as agreed.


4.1.3 Stark Fleet Ltd (or its nominated courier) may deliver the Goods during Business Hours unless otherwise agreed;
4.1.4 The risk in the Goods transfers to the Customer upon the completion of delivery; and
4.1.5 Delivery is considered complete when the unloading of the Goods at the Delivery Location is finished.

4.2 If the Customer is responsible for offloading the Goods from the delivery vehicle, they will bear liability for any loss or damage to the Goods that occurs during the offloading process.

4.3 If the Customer collects the Goods from Stark Fleet Ltd:
4.3.1 Stark Fleet Ltd will provide the Customer with a delivery note indicating the Order date, all relevant Customer and Stark Fleet Ltd reference numbers, the type and quantity of the Goods (including any applicable code numbers), and, in the case of delivery in instalments, the outstanding balance of Goods remaining to be delivered;
4.3.2 The Customer must collect the Goods from the Collection Location within 5 Business Days of being notified by Stark Fleet Ltd that the Goods are ready, and during Business Hours;
4.3.3 The risk in the Goods transfers to the Customer upon collection; and
4.3.4 Collection is considered complete once the loading of the Goods at the Collection Location is finished.

4.4 Any quoted dates for delivery or collection are approximate only, and time is not of the essence. Stark Fleet Ltd will not be liable for delays in delivery or collection caused by a Force Majeure Event or the Customer's failure to provide adequate delivery instructions or other relevant information for the supply of the Goods.

4.5 If Stark Fleet Ltd fails to deliver the Goods or make them available for collection, its liability is limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality from the most cost-effective source, minus the price of the Goods. Stark Fleet Ltd will not be liable for failure to deliver or make Goods available for collection if the failure is due to a Force Majeure Event or the Customer's failure to provide adequate delivery instructions or other relevant information for the supply of the Goods.

4.6 If the Customer fails to take delivery or accept the Goods (as applicable) within 5 Business Days of Stark Fleet Ltd notifying the Customer that the Goods are ready, and the failure or delay is not caused by a Force Majeure Event or Stark Fleet Ltd’s failure to meet its contractual obligations:
4.6.1 Delivery or collection of the Goods will be deemed to have been completed at 9.00 am on the third Business Day after the date Stark Fleet Ltd notified the Customer that the Goods were ready; and
4.6.2 Stark Fleet Ltd will store the Goods until delivery or collection takes place and charge the Customer for all related costs and expenses (including insurance).

4.7 If, 10 Business Days after Stark Fleet Ltd notified the Customer that the Goods were ready for delivery or collection, the Customer has not taken or accepted delivery of the Goods (as applicable), Stark Fleet Ltd may dispose of some or all of the Goods. After deducting reasonable storage and selling costs, Stark Fleet Ltd will either account to the Customer for any excess amount over the Goods’ price or charge the Customer for any shortfall below the Goods’ price.

4.8 If Stark Fleet Ltd delivers or makes available for collection up to 5% more or less than the quantity of Goods ordered, the Customer may not reject them. Upon receipt of written notice from the Customer about the incorrect quantity delivered, Stark Fleet Ltd will make a pro-rata adjustment to the Order invoice.

4.9 Stark Fleet Ltd may deliver the Goods or make them available for collection in instalments. Each instalment will be invoiced and paid for separately. Any delay in delivering an instalment or defect in part of the delivery will not entitle the Customer to cancel the remaining instalments.

 

5. Quality of Goods

5.1 The Customer acknowledges that Stark Fleet Ltd does not typically manufacture the Goods.

5.2 If the manufacturer of the Goods has provided a warranty or guarantee to Stark Fleet Ltd, the company will use reasonable efforts to transfer the benefit of that warranty or guarantee to the Customer.

5.3 If Stark Fleet Ltd manufactures the Goods, the company warrants that upon delivery or collection (as applicable), the Goods will:

  • Conform in all material respects to their description and any applicable Goods Specification; and

  • Be free from material defects in design, material, and workmanship.

5.4 All warranties, conditions, and terms implied by statute or common law (except those implied by Section 12 of the Sale of Goods Act 1979) are excluded from the Contract to the fullest extent permitted by law.

5.5 If Stark Fleet Ltd provides any warranties in relation to the Goods that are not explicitly stated in these Conditions, such warranties must be provided in writing. Stark Fleet Ltd will, at its discretion, repair or replace defective Goods that do not comply with such warranties or with the warranty provided in clause 5.3, or refund the full price of the defective Goods, provided that:
5.5.1 The Customer notifies Stark Fleet Ltd in writing within a reasonable time of discovering that some or all of the Goods are defective, with defects apparent on visual inspection reported within 24 hours of delivery or collection (as applicable);
5.5.2 Stark Fleet Ltd is given a reasonable opportunity to examine the Goods; and
5.5.3 If requested by Stark Fleet Ltd, the Customer returns the Goods to Stark Fleet Ltd’s place of business at the Customer’s expense.

5.6 Stark Fleet Ltd will not be liable for the Goods’ failure to comply with any warranty provided under clause 5.5 or clause 5.3 if:
5.6.1 The Customer continues to use the Goods after notifying Stark Fleet Ltd of the defect in accordance with clause 5.5;
5.6.2 The defect arises because the Customer did not follow Stark Fleet Ltd’s oral or written instructions on the storage, installation, commissioning, use, or maintenance of the Goods, or good trade practices if no specific instructions were provided;
5.6.3 The defect arises due to Stark Fleet Ltd following a drawing, design, or Goods Specification provided by the Customer;
5.6.4 The Customer alters or repairs the Goods without Stark Fleet Ltd’s prior written consent;
5.6.5 The defect arises from fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
5.6.6 The Goods differ from the Goods Specification due to changes made to ensure compliance with applicable statutory or regulatory standards.

5.7 Limitation of Liability

Except as outlined in clause 5, Stark Fleet Ltd will have no liability to the Customer for the Goods’ failure to comply with any warranty provided under clause 5.5 or clause 5.3.

5.8 Coverage of Repaired or Replacement Goods

The terms outlined in these Conditions will apply to any Goods repaired or replaced by Stark Fleet Ltd.

 

6. Title and Risk

6.1 Ownership of the Goods will not pass to the Customer until the earlier of:
6.1.1 Stark Fleet Ltd receiving full payment (in cash or cleared funds) for the Goods and any other goods supplied by Stark Fleet Ltd for which payment has become due, at which point ownership will transfer at the time of payment of all such sums; or
6.1.2 The Customer reselling the Goods, at which point ownership of the Goods will transfer to the Customer as outlined in clause 6.3.

6.2 Responsibilities Prior to Transfer of Title

Until ownership of the Goods has passed to the Customer, the Customer must:
6.2.1 Store the Goods separately from other items in its possession so they remain easily identifiable as the property of Stark Fleet Ltd;
6.2.2 Ensure that any identifying marks or packaging on or associated with the Goods are not removed, defaced, or obscured;
6.2.3 Maintain the Goods in a satisfactory condition and insure them on behalf of Stark Fleet Ltd against all risks for their full value from the date of delivery;
6.2.4 Notify Stark Fleet Ltd immediately if it becomes subject to any of the events listed in clauses 16.2.1 to 16.2.3; and
6.2.5 Provide Stark Fleet Ltd with any information relating to the Goods as requested.

6.3 Resale of Goods

6.3 Subject to clause 6.4, the Customer may resell or use the Goods in the normal course of business before full payment is made to Stark Fleet Ltd. However, if the Goods are resold before that time:
6.3.1 The Customer acts as the principal and not as an agent of Stark Fleet Ltd; and
6.3.2 Ownership of the Goods transfers from Stark Fleet Ltd to the Customer immediately before the resale occurs.

6.4 Consequences of Customer Insolvency

If, before ownership of the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clauses 16.2.1 to 16.2.3, then without limiting Stark Fleet Ltd’s other rights or remedies:
6.4.1 The Customer's right to resell or use the Goods in the ordinary course of business ceases immediately; and
6.4.2 Stark Fleet Ltd may at any time:
(a) Require the Customer to return all Goods in its possession that have not been resold or irrevocably incorporated into another product; and
(b) If the Customer fails to comply promptly, enter the Customer’s premises or those of any third party where the Goods are stored to recover them.

 

7. Ordering Services

7.1 Placing an Order

7.1 If the Customer wishes to place an Order for Services, the Customer should contact Stark Fleet Ltd by telephone and provide the following information:
7.1.1 A start-up reference number;
7.1.2 The make, model, and registration number of the relevant vehicle;
7.1.3 The Customer’s reference number;
7.1.4 The exact location of the vehicle and the full name of the driver (if applicable);
7.1.5 A description of the suspected fault with the relevant vehicle.

7.2 The Customer acknowledges that at the time of the telephone conversation described in paragraph 7.1, Stark Fleet Ltd cannot provide an accurate price for the Services as the specific requirements are not yet known. The Customer agrees that if it instructs Stark Fleet Ltd to attend, it will pay for the Services on a time and materials basis, in line with Stark Fleet Ltd’s prevailing daily fee rates. The Customer accepts responsibility for all costs incurred by Stark Fleet Ltd in providing the Services, including labour, parts, and/or materials.

7.3 The Customer’s Order for Services will only be deemed accepted when Stark Fleet Ltd performs an act consistent with fulfilling the Order. This will mark the Commencement Date of the Contract.

7.4 A call-out fee is due immediately upon payment by credit or debit card, and the Customer will be informed of the fee at the time of the telephone call described in paragraph 7.1 (for non-credit account customers only). Stark Fleet Ltd will then instruct a Mobile Maintenance Engineer to attend the vehicle's location. For credit account customers, a call-out fee will only apply if the Customer requests Services outside Business Hours. The call-out fee amount will be notified to the Customer during the telephone call and applied to the Customer’s account.

7.5 The payment of the call-out fee, as described in this paragraph 7, covers the cost of the Mobile Maintenance Engineer attending to assess and inspect the vehicle. Stark Fleet Ltd does not guarantee that the Mobile Maintenance Engineer will be able to perform an immediate Fix or Temporary Fix. If a fix is not possible, the call-out fee will not be refundable.

7.6 An increased call-out fee will apply if Stark Fleet Ltd is required to attend the Customer’s premises outside Standard Call-Out Hours.

 

8. Supply of Services

8.1 Stark Fleet Ltd will provide the Services to the Customer in accordance with the Service Specification in all material respects.

8.2 Stark Fleet Ltd will use reasonable endeavours to meet any performance dates for the Services specified in the Service Specification. However, such dates will be estimates only, and time will not be of the essence for the performance of the Services.

8.3 Stark Fleet Ltd reserves the right to amend the Service Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services. Stark Fleet Ltd will notify the Customer in the event of such an amendment.

8.4 Stark Fleet Ltd warrants to the Customer that the Services will be provided using reasonable care and skill.

8.5 The Customer acknowledges and accepts that neither Stark Fleet Ltd nor any of its employees, agents, consultants, or subcontractors will carry out any Services unless they deem it safe to do so. For example, Services will not be performed where there is an unsafe working environment, such as (without limitation) unsafe loads, areas with heavy or unsafe traffic volumes, or unstable, muddy, or waterlogged ground.

8.6 In relation to any items on which Stark Fleet Ltd performs Services, the Customer warrants that such items have been kept under suitable conditions in accordance with relevant operating manuals and have been used by trained and competent personnel following the manufacturer’s operating instructions.

8.7 Stark Fleet Ltd may instruct a third-party agent or contractor to provide the Services on its behalf at its discretion. Upon the Customer’s agreement on a scope of work, Stark Fleet Ltd will instruct the third-party agent or contractor, and the Customer will be responsible for the costs of that instruction and any associated labour, parts, or materials purchased, plus Stark Fleet Ltd’s mark-up on the instruction (notwithstanding any subsequent cancellation by the Customer). These fees will be agreed by telephone between Stark Fleet Ltd and the Customer and confirmed in writing.

8.8 If:
8.8.1 the Customer cancels the Mobile Maintenance Engineer’s attendance;
8.8.2 the driver is not present with the vehicle when the Mobile Maintenance Engineer arrives at the location specified in paragraph 7.1;
8.8.3 the vehicle is not in an accessible location;
8.8.4 the vehicle is in a location where it would be unsafe for the Mobile Maintenance Engineer to carry out the Services; or
8.8.5 no fault is found with the vehicle upon inspection by the Mobile Maintenance Engineer,

the Customer will pay an abortive fee plus all expenses incurred by Stark Fleet Ltd, including (without limitation) parts and/or materials purchased and travel costs. Any call-out fee paid by the Customer will not be refunded. An increased travel hourly rate will apply if Stark Fleet Ltd’s personnel are required to travel outside Core Travel Hours. An increased call-out fee will apply if Stark Fleet Ltd is required to attend the Customer’s premises outside Standard Call-Out Hours.

8.9 When the Mobile Maintenance Engineer has conducted the initial assessment and inspection of the vehicle, the Mobile Maintenance Engineer will, if possible, repair the vehicle or carry out a Temporary Fix without first seeking the Customer’s approval, unless:
8.9.1 the Customer requests otherwise during the telephone call described in paragraph 7.1; or
8.9.2 the Customer’s separate pricing or service agreement stipulates otherwise.

8.10 Stark Fleet Ltd will report to the Customer if the Mobile Maintenance Engineer is unable to restore the vehicle to a usable condition.

8.11 If the Customer’s approval is required as per paragraph 8.9.1, Stark Fleet Ltd and the Customer will verbally agree on the scope of work and associated costs (such as parts, materials, and/or labour), and confirm the same in writing.

8.12 If the Mobile Maintenance Engineer performs a Temporary Fix, it is the Customer’s responsibility to arrange for the repair to be made permanent immediately.

8.13 If the Customer instructs Stark Fleet Ltd to carry out Services outside of Business Hours, the Customer acknowledges and accepts that Stark Fleet Ltd will charge an uplift on its usual fees.

 

9. Customer’s Obligations

9.1 The Customer will:
9.1.1 ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;
9.1.2 cooperate with Stark Fleet Ltd in all matters relating to the Services;
9.1.3 provide Stark Fleet Ltd, its employees, agents, consultants, and subcontractors with access to the Customer’s premises, office accommodation, and other facilities as reasonably required by Stark Fleet Ltd to provide the Services;
9.1.4 provide Stark Fleet Ltd with such information and materials as Stark Fleet Ltd may reasonably require to supply the Services, and ensure that such information is complete and accurate in all material respects;
9.1.5 prepare the Customer’s premises for the provision of the Services;
9.1.6 obtain and maintain all necessary licences, permissions, and consents which may be required for the Services before the Services are to commence;
9.1.7 comply with all applicable laws, including health and safety laws;
9.1.8 keep all materials, equipment, machinery, tools, documents, and other property of Stark Fleet Ltd or provided by Stark Fleet Ltd (but not owned by Stark Fleet Ltd) (“Stark Fleet Materials”) at the Customer’s premises in safe custody at its own risk, maintain Stark Fleet Materials in good condition until returned to Stark Fleet Ltd, and not dispose of or use Stark Fleet Materials other than in accordance with Stark Fleet Ltd’s written instructions or authorisation. In respect of Stark Fleet Materials, the Customer will:
(a) bear the sole risk for any loss of or damage to Stark Fleet Materials;
(b) ensure that Stark Fleet Materials are kept secure;
(c) maintain insurance cover for any loss of or damage to Stark Fleet Materials for their full replacement cost;
9.1.9 comply with any additional obligations set out in the Service Specification and the Goods Specification.

9.2 The Customer will indemnify Stark Fleet Ltd in full against all liabilities, costs, expenses, damages, and losses (including, but not limited to, any direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, legal costs (calculated on a full indemnity basis), and all other reasonable professional costs and expenses) suffered or incurred by Stark Fleet Ltd arising out of or in connection with any loss of or damage to Stark Fleet Materials whilst the same are at the Customer’s premises.

9.3 If Stark Fleet Ltd’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or failure by the Customer to perform any relevant obligation (“Customer Default”):
9.3.1 without limiting or affecting any other right or remedy available to it, Stark Fleet Ltd will have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent that the Customer Default prevents or delays Stark Fleet Ltd’s performance of any of its obligations;
9.3.2 Stark Fleet Ltd will not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Stark Fleet Ltd’s failure or delay to perform any of its obligations as set out in this paragraph 9.3; and
9.3.3 the Customer will reimburse Stark Fleet Ltd on written demand for any costs or losses sustained or incurred by Stark Fleet Ltd arising directly or indirectly from the Customer Default.

 

10. Charges and Payment

10.1 Price for Goods

10.1 The price for Goods:
10.1.1 will be the price set out in Stark Fleet Ltd’s written acceptance of the Order given pursuant to paragraph 2, which, if applicable, will reflect the Customer’s separate pricing agreement with Stark Fleet Ltd; and
10.1.2 will be exclusive of all costs and charges related to packaging, insurance, transportation of the Goods, which will be invoiced to the Customer.

10.2 Stark Fleet Ltd reserves the right to increase the price of the Goods, by providing notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Stark Fleet Ltd due to:
(a) any factor beyond the control of Stark Fleet Ltd (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, and other manufacturing costs);
(b) any request by the Customer to change the delivery date(s), quantities, or types of Goods ordered, or the Goods Specification; or
(c) any delay caused by any instructions of the Customer regarding the Goods or failure of the Customer to provide Stark Fleet Ltd with adequate or accurate information or instructions in relation to the Goods.

10.3 In respect of Goods, Stark Fleet Ltd will invoice the Customer on or at any time after the completion of delivery or collection (as the case may be).

10.4 The charges for Services will be the price notified by Stark Fleet Ltd to the Customer after the Services have been carried out, which, if applicable, will reflect the Customer’s separate pricing agreement with Stark Fleet Ltd.

10.5 In respect of Services, Stark Fleet Ltd will invoice the Customer upon completion of the Services. The Customer will supply a purchase order number within 5 Business Days of receipt of a request from Stark Fleet Ltd. If the Customer fails to supply a purchase order number, Stark Fleet Ltd will issue its invoice in any event, and the Customer will pay the invoice in accordance with paragraph 10.6.

10.6 The Customer will pay each invoice submitted by Stark Fleet Ltd:
10.6.1 within 30 days of the date of the invoice or in accordance with any credit terms agreed by Stark Fleet Ltd and confirmed in writing to the Customer; and
10.6.2 in full and in cleared funds to a bank account nominated in writing by Stark Fleet Ltd, with time for payment being of the essence of the Contract. Payment will not be accepted by cheque.

10.7 Should the Customer dispute any invoice raised by Stark Fleet Ltd, it will notify Stark Fleet Ltd immediately and in any event within 5 Business Days. The parties will then enter into good faith negotiations to resolve the dispute promptly.

10.8 All amounts payable by the Customer under the Contract are exclusive of VAT. Where any taxable supply for VAT purposes is made under the Contract by Stark Fleet Ltd to the Customer, the Customer will, on receipt of a valid VAT invoice from Stark Fleet Ltd, pay such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the Services or Goods.

10.9 Stark Fleet Ltd reserves the right to reduce or withdraw credit facilities without notice.

10.10 If the Customer fails to make a payment due to Stark Fleet Ltd under the Contract by the due date, then, without limiting Stark Fleet Ltd’s remedies under paragraph 15, the Customer will pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

10.11 All amounts due under the Contract will be paid in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law).

10.12 If Stark Fleet Ltd attends the Customer’s premises to provide the Services as agreed, but the relevant item for which the Services are to be provided is not available for whatever reason, Stark Fleet Ltd will be entitled to charge the Customer an abortive fee.

10.13 Stark Fleet Ltd will be entitled to charge the Customer for travel and other ancillary expenses incurred by the individuals engaged to provide the Services. An increased travel hourly rate will apply if Stark Fleet Ltd’s personnel are required to travel outside of Core Travel Hours.

10.14 Stark Fleet Ltd will be entitled to charge the Customer a call-out fee each time Stark Fleet Ltd attends the Customer’s premises to provide Services. An increased call-out fee will apply if Stark Fleet Ltd is required to attend the Customer’s premises outside Standard Call-Out Hours.

10.15 If Stark Fleet Ltd agrees to any prices with the Customer to remain fixed for a period (such period to be agreed in writing):
10.15.1 Stark Fleet Ltd may increase such prices on an annual basis with effect from each anniversary of the date the agreement on prices was reached (Price Agreement Date) in line with the percentage increase in the RPI for the preceding 12-month period. The first such increase will take effect on the first anniversary of the Price Agreement Date and will be based on the latest available figure for the percentage increase in the RPI;
10.15.2 other than increases made pursuant to paragraph 10.15.1, the prices agreed will remain fixed for the agreed period, after which Stark Fleet Ltd may increase the prices by notice in writing to the Customer, with the increases becoming effective immediately upon notice.

 

11. Intellectual Property Rights

11.1 All Intellectual Property Rights in or arising out of, or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) will be owned by Stark Fleet Ltd.

11.2 Stark Fleet Ltd grants to the Customer, or will procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, perpetual, and irrevocable licence to copy the Deliverables (excluding materials provided by the Customer) for the purpose of receiving and using the Services and the Deliverables in its business.

11.3 The Customer will not sub-license, assign, or otherwise transfer the rights granted by paragraph 11.2.

11.4 The Customer grants Stark Fleet Ltd a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by the Customer to Stark Fleet Ltd for the term of the Contract, for the purpose of providing the Services to the Customer.

 

12. Data Protection

12.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This paragraph 12 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. In this paragraph 12, “Applicable Laws” means (for so long as and to the extent that they apply to Stark Fleet Ltd) the law of the European Union, the law of any member state of the European Union, and/or Domestic UK Law; and “Domestic UK Law” means the UK Data Protection Legislation and any other law that applies in the UK.

12.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Stark Fleet Ltd is the processor.

12.3 This paragraph 12.3 sets out the duration of the processing and the types of personal data and categories of data subject:
12.3.1 Scope and Purpose of Processing: The scope and purpose of processing personal data by Stark Fleet Ltd is limited to the processing required for its fulfilment of its obligations under the Contract.
12.3.2 Nature of Processing: Stark Fleet Ltd will receive the personal data described in paragraph 12.3.5 and 12.3.4, and access, use, and store it in order to fulfil the purposes described in paragraph 12.3.1.
12.3.3 Duration of Processing: The processing of personal data will be limited to the duration of the Contract.
12.3.4 Categories of Data Subject: The Customer’s employees, agents, consultants, and subcontractors.
12.3.5 Types of Personal Data: Names and contact details.

12.4 Without prejudice to the generality of paragraph 12.1, the Customer will ensure that it has all necessary consents and notices in place to enable lawful transfer of the personal data to Stark Fleet Ltd for the duration and purposes of the Contract.

12.5 Without prejudice to the generality of paragraph 12.1, Stark Fleet Ltd will, in relation to any personal data processed in connection with the performance of its obligations under the Contract:
12.5.1 process that personal data only on the documented written instructions of the Customer unless Stark Fleet Ltd is required by Applicable Laws to otherwise process that personal data. Where Stark Fleet Ltd is relying on Applicable Laws as the basis for processing personal data, Stark Fleet Ltd will promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Stark Fleet Ltd from notifying the Customer;
12.5.2 ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, to protect against unauthorised or unlawful processing of personal data and against accidental loss, destruction, or damage to personal data, appropriate to the harm that might result from unauthorised or unlawful processing or accidental loss, destruction, or damage and the nature of the data to be protected. These measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability, and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by Stark Fleet Ltd;
12.5.3 ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
12.5.4 not transfer any personal data outside of the UK unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
(a) the Customer or Stark Fleet Ltd has provided appropriate safeguards in relation to the transfer;
(b) the data subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
(c) Stark Fleet Ltd complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(d) Stark Fleet Ltd complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
12.5.5 assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators;
12.5.6 notify the Customer without undue delay upon becoming aware of a personal data breach;
12.5.7 at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the Contract unless required by Applicable Law to store the personal data; and
12.5.8 maintain complete and accurate records and information to demonstrate its compliance with this paragraph 12 and immediately inform the Customer if, in the opinion of Stark Fleet Ltd, an instruction infringes the Data Protection Legislation.

 

13. Confidentiality

13.1 Each party agrees not to disclose to any third party any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by paragraph 13.2.

13.2 Each party may disclose the other party's confidential information:
13.2.1 to its employees, officers, representatives, subcontractors, or advisers who need to know such information for the purposes of fulfilling the party’s obligations under the Contract; and
13.2.2 as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

13.3 Each party will ensure that its employees, officers, representatives, subcontractors, or advisers to whom it discloses the other party’s confidential information comply with this paragraph 13.

13.4 Neither party will use the other party's confidential information for any purpose other than to perform its obligations under the Contract.

 

14. Limitation of Liability

14.1 Nothing in these Conditions will limit or exclude Stark Fleet Ltd's liability for:
14.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents, or subcontractors (as applicable);
14.1.2 fraud or fraudulent misrepresentation;
14.1.3 breach of the terms implied by section 12 of the Sale of Goods Act 1979; or
14.1.4 any matter in respect of which it would be unlawful for Stark Fleet Ltd to exclude or restrict liability.

14.2 Subject to paragraph 14.1:
14.2.1 Stark Fleet Ltd will under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
14.2.2 Stark Fleet Ltd’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will in no circumstances exceed 75% of the price of the Goods.

14.3 This paragraph 14 will survive the termination of the Contract.

14.4 Stark Fleet Ltd will not be liable to the Customer for any losses suffered by the Customer arising as a result of or in connection with any period during which a vehicle, for which Stark Fleet Ltd is performing or has performed Services, is off the road.

 

15. Non-Solicitation

15.1 The Customer will not, without the prior written consent of Stark Fleet Ltd, at any time from the Commencement Date to the expiry of 6 months after the completion of the Services, solicit or entice away from Stark Fleet Ltd or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant, or subcontractor of Stark Fleet Ltd in the provision of the Services.

15.2 Any consent given by Stark Fleet Ltd in accordance with clause 15.1 will be subject to the Customer paying to Stark Fleet Ltd a sum equivalent to 20% of the then current annual remuneration of Stark Fleet Ltd's employee, consultant, or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant, or subcontractor.

 

16. Termination

16.1 Without affecting any other right or remedy available to it, Stark Fleet Ltd may terminate the Contract by giving the other party not less than 7 days' written notice.

16.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
16.2.1 the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 14 days after receipt of notice in writing to do so;
16.2.2 the other party takes any step or action in connection with entering administration, provisional liquidation, or any composition or arrangement with creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by court order, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets, or ceases to carry on business, or if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
16.2.3 the other party suspends, or threatens to suspend, or ceases, or threatens to cease, carrying on all or a substantial part of its business; or
16.2.4 the other party’s financial position deteriorates to such an extent that, in the terminating party’s opinion, the other party’s ability to adequately fulfil its obligations under the Contract is in jeopardy.

16.3 Without affecting any other right or remedy available to it, Stark Fleet Ltd may terminate the Contract with immediate effect by giving written notice to the Customer if:
16.3.1 the Customer fails to pay any amount due under the Contract on the due date for payment; or
16.3.2 there is a change of control of the Customer.

16.4 Without affecting any other right or remedy available to it, Stark Fleet Ltd may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Customer and Stark Fleet Ltd if the Customer fails to pay any amount due under the Contract on the due date for payment, the Customer becomes subject to any of the events listed in paragraph 16.2.1 to paragraph 16.2.4, or Stark Fleet Ltd reasonably believes that the Customer is about to become subject to any of them.

 

17. Consequences of Termination

17.1 On termination of the Contract:
17.1.1 the Customer will immediately pay to Stark Fleet Ltd all of Stark Fleet Ltd's outstanding unpaid invoices and interest, and, in respect of Services and Goods supplied but for which no invoice has been submitted, Stark Fleet Ltd will submit an invoice, which will be payable by the Customer immediately upon receipt;
17.1.2 the Customer will return all of Stark Fleet Ltd's Materials and any Deliverables or Goods which have not been fully paid for. If the Customer fails to do so, Stark Fleet Ltd may enter the Customer's premises and take possession of them. Until they have been returned, the Customer will be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

17.2 Termination of the Contract will not affect any rights, remedies, obligations, and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages for any breach of the Contract which existed at or before the date of termination.

17.3 Any provision of the Contract that expressly or by implication is intended to have effect after termination will continue in full force and effect.

 

18. General

18.1 Force Majeure. Neither party will be in breach of the Contract nor liable for delay in performing or failure to perform any of its obligations under the Contract if such delay or failure results from events, circumstances, or causes beyond its reasonable control (“Force Majeure Event”).

18.2 Assignment and Other Dealings. Stark Fleet Ltd may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any or all of its rights and obligations under the Contract. The Customer will not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or deal in any other manner with any of its rights and obligations under the Contract.

18.3 Conflict. If there is any conflict between these Conditions and the Customer’s separate service level or pricing agreement (if applicable), the service level or pricing agreement will take precedence solely to the extent required to resolve the conflict.

18.4 Notices. Any notice given to a party under or in connection with this Agreement will be in writing and will be sent by email to the address notified to that party for such purpose. Any notice or communication will be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. For the purposes of this clause 18.4, business hours means 9:00 am to 5:00 pm Monday to Friday on a day that is not a public holiday in the place of receipt. This clause 18.4 does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

18.5 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification or deletion of a provision or part-provision under this paragraph 18.5 will not affect the validity and enforceability of the rest of the Contract.

18.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law will not constitute a waiver of that or any other right or remedy, nor will it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law will prevent or restrict the further exercise of that or any other right or remedy.

18.7 No Partnership or Agency. Nothing in the Contract is intended to, or will be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

18.8 Entire Agreement. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Contract it does not rely on, and will have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract. Nothing in this paragraph will limit or exclude any liability for fraud.

18.9 Third Party Rights. Unless expressly stated otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

18.10 Variation. Except as set out in these Conditions, no variation of the Contract will be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

18.11 Governing Law and Jurisdiction. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

 

 

SCHEDULE 3

CONSIGNMENT GOODS

This Schedule 3 applies when the Customer orders Consignment Goods. If this Schedule 3 conflicts with any provision in Schedule 2, this Schedule 3 will apply to the extent required to resolve the conflict.

 

1. Definitions

1.1 The following definitions apply in this Schedule 3:
Consignment Confirmation: Stark Fleet Ltd’s written confirmation setting out the quantity of Consignment Goods to be shipped, the purchase price, and the specific terms for delivery of the Consignment Goods to the Customer.
Consignment Goods: The goods to be provided to the Customer in response to a Consignment Request.
Consignment Request: The Customer’s request for Consignment Goods to be shipped to the Storage Location.
Storage Location: The location specified in the Consignment Request where the Consignment Goods will be stored.

 

2. Consignment Goods

2.1 If the Customer wishes to order Consignment Goods, it will raise a Consignment Request. The Consignment Request will only be deemed to be accepted when Stark Fleet Ltd issues a Consignment Confirmation, at which point and on which date the Contract will come into existence.
2.2 Stark Fleet Ltd will deliver the Consignment Goods to the Storage Location for the purpose of resale by the Customer to its customers or for the Customer’s eventual purchase.
2.3 The Customer will:
2.3.1 store the Consignment Goods at the Storage Location at all times;
2.3.2 maintain the Storage Location in such a manner that it remains suitable to store the Consignment Goods;
2.3.3 store the Consignment Goods at the Storage Location in such a manner as to protect them from damage or deterioration.
2.4 Stark Fleet Ltd may inspect the Storage Location at any time during Business Hours with reasonable notice to the Customer.

 

3. Inspection and Rejection of Consignment Goods

3.1 The Customer will inspect all Consignment Goods delivered to the Storage Location within 24 hours after their delivery.
3.2 If the Customer notifies Stark Fleet Ltd within 24 hours of delivery, the Customer may return any Consignment Goods which are defective or that do not conform to their description.

 

4. Title and Risk

4.1 Risk in the Consignment Goods will pass to the Customer on completion of unloading of the Consignment Goods at the Storage Location.
4.2 Title to the Consignment Goods will not pass to the Customer until the earlier of:
4.2.1 Stark Fleet Ltd receiving payment in full (in cash or cleared funds) for the Goods; and
4.2.2 the Customer reselling the Consignment Goods to its customer (in which case title to those Consignment Goods passes to the Customer immediately before that sale or the Consignment Goods are used by the Customer, as applicable).
4.3 The Customer may resell the Consignment Goods in the ordinary course of its business or purchase the Consignment Goods for use in its own business, but this right ceases immediately if any of the events listed in paragraph 16.2.1 to paragraph 16.2.3 (inclusive) of Schedule 2 occurs, or Stark Fleet Ltd reasonably believes that the Customer is about to become subject to any of them.
4.4 The Customer acknowledges that it holds Consignment Goods in its possession as bailee for Stark Fleet Ltd until such time as title passes in accordance with paragraph 4.2.
4.5 Until title passes to the Customer, the Customer will:
4.5.1 store the Consignment Goods in its possession separately from all other goods held by the Customer so that they remain readily identifiable as Stark Fleet Ltd's property;
4.5.2 not remove, deface, or obscure any identifying mark or packaging on or relating to the Consignment Goods;
4.5.3 keep the Consignment Goods in satisfactory condition and in accordance with instructions from Stark Fleet Ltd from time to time.

 

5. Sale or Return

5.1 The Consignment Goods will at all times be subject to the direction and control of Stark Fleet Ltd, and the Customer will immediately return any Consignment Goods that have not been paid for or sold by the Customer on demand by Stark Fleet Ltd.
5.2 Stark Fleet Ltd may, at its discretion, accept the return of Consignment Goods that the Customer is unable to resell to its customers, subject to payment by the Customer to Stark Fleet Ltd of a restocking fee.
5.3 The Customer will bear the risk of loss and any expense of returning any Consignment Goods.

 

6. Price

6.1 The Customer will purchase the Consignment Goods from Stark Fleet Ltd at the prices notified to the Customer at the time Stark Fleet Ltd raises its Consignment Confirmation.
6.2 Stark Fleet Ltd will inspect the Storage Location at regular intervals at its discretion and carry out a stock check in respect of the Consignment Goods. To the extent that Stark Fleet Ltd has delivered Consignment Goods to the Storage Location but such Consignment Goods are not present at the Storage Location at the date of any stock check, Stark Fleet Ltd will invoice the Customer for all of the missing Consignment Goods.
6.3 The Customer will pay all invoices in full and in cleared funds within 30 days of the date of each invoice. Payment will be made to the bank account specified on the relevant invoice.
6.4 The Customer is responsible for all credit risks arising out of the resale of the Goods by the Customer, and the ability of the Customer to collect the purchase price from the Customer's customer(s) will not affect the Customer's obligation to pay Stark Fleet Ltd's invoice when due.

 

7. Reports and Reviews

7.1 The Customer will keep full, complete, and accurate records of all sales of Consignment Goods to its customers and provide such records to Stark Fleet Ltd on request.
7.2 The Customer and Stark Fleet Ltd will review the Consignment Goods in the Customer’s possession at least on an annual basis.

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