APPROACH TO
SUPPLIER CONTRACTS

Assignment

Any right of assignment, or right to decline assignment by you, will be exercised by us in a reasonable manner.

Access to Premises

Where we have a right to access your premises for any reason, this will be done at an agreed date and time and on reasonable notice.

Audits

Any right we have to conduct an audit of your records pertaining to our agreement with you or to conduct an audit of your premises will be exercised reasonably and on reasonable notice.

Consent

Where an act by you requires our consent, we will not unreasonably withhold our consent or delay in advising you if our consent is provided.

Confidentiality Clauses

Where the agreement contains confidentiality clauses in our favour only, we will afford your confidential information the same level of protection.

Costs

Where we are entitled to recover Costs from you, we affirm that (subject to those cost being under our control) such costs will be reasonable and justifiable.

Consequential Loss

Claims for Loss suffered by Custom Fleet, will exclude Consequential Loss.

Dispute

Where the result of a payment dispute is not in your favour, or you are not satisfied with the outcome of the investigation of the dispute, you can refer the matter for dispute resolution.

Dispute Resolution

If the applicable agreement does not specify a dispute resolution mechanism, we will not institute legal proceedings unless we have notified you of our intention to do so. This is subject to our right, without notice, to seek an order for specific performance, injunctive relief or similar remedy.

Entire agreement clauses

Entire agreement clauses will be limited in their interpretation to mean that the applicable agreement supersedes any prior written or other agreement between us.

Force Majeure

Where a Force Majeure provision is in our favour only, we will afford you the same rights, subject to necessary modification.

Indemnity and Loss

You are not liable for any loss which arises from a mistake, error, fraud, negligence or wilful misconduct by us or our employees.

Interpretation

We undertake to exercise any rights or discretions under an Agreement with you fairly and reasonably and having regard to your legitimate interests and the legitimate interests of Custom Fleet.

Intellectual Property

Intellectual Property rights will be exercised by us in a reasonable manner.

Master Services Agreement

You will not be required to accept a Statement of Work(SOW) or Order issued under a Master Services Agreement where the terms or services levels in the SOW or Order, have not been agreed in the Master Services Agreement.

Invoices

We will not unreasonably refuse to pay an invoice where it contains immaterial errors. Where errors are of a material nature, we will (without undue delay) provide you with notice to that effect and afford you an opportunity to correct those errors.

Notices

We will no longer serve you notices via fax.

Policies, Procedures, Codes & Documentation

Where the agreement makes reference to Policies, Procedures, Codes and Documentation not part of the agreement, we will provide you with reasonable notice of any changes to such documentation.

Representations

Any representations by you regarding the validity and enforceability of any clauses will be interpreted to mean that you are not aware of any circumstances that might make the clause/s invalid or unenforceable.

Service Levels

Any amendments to expected Service Levels will be implemented by agreement with you.

Set Off

Where we have a right to set off, we will only do so once we give notice to you.

Termination

A clause permitting termination of an agreement for breach of the contract will be deemed to be reciprocal.

Variations

Where an agreement allows for variation by us, we will notify you of any variation in writing and will obtain your prior written consent before implementing any variation that may increase your obligations or liabilities.