Training document. This Negotiation File, the bakery, the
garage, the firm, the people and every figure in it are fictional. Each tab is a simplified teaching text, not
the papers of any real negotiation. Papers marked internal never went to the other side. Each tab's short note
and its copper chips, like Explained in Ch. 4, are not part of the File.
Polgarrow Bakery Limited and Kestrow Fleet Services Limited: The Negotiation File
Renewal of the van servicing and repair agreement From Kestrow's letter to heads of terms · September 2029 to January 2030
HENNACOTT LLP, Plymouth Solicitors for Polgarrow Bakery Limited
About this tab: Here are the clauses of the current contract
that the renewal turns on, word for word. The clauses cover the end
date and the extension, the service levels, the prices, the price review, Polgarrow's rights to leave, notices and
changes. The box
at the end, added in September 2029, records what has changed since.
VAN SERVICING AND REPAIR AGREEMENT
between Polgarrow Bakery Limited and Kestrow Fleet Services Limited
Signed March 2027 · extracts
1. Definitions and interpretation (extract)
1.1In this Agreement:
“Business Day”
means a day other than a Saturday, a Sunday or a public holiday in England.
“Extension Period”
means the period of 12 months after the Initial Term, if Polgarrow extends this Agreement under clause
2.2.
“Initial Term”
means the period from the Start Date to and including 31 March 2030.
“Service Credit”
means a credit of £100 against the Charges, given under clause 5.3.
“Working Day”
means a day other than a Sunday or a public holiday in England.
2. Term (extract)
2.2Polgarrow may extend this Agreement for one Extension
Period by notice to Kestrow given no later than 31 December 2029.
3. Services and Vehicles (extract)
3.2Polgarrow may add a van to Schedule 1, or remove a
Vehicle from it, by notice to Kestrow. The change takes effect 5 Business Days after Kestrow receives the
notice.
5. Repairs and service levels
5.1When Polgarrow reports a Vehicle off the road, Kestrow
shall collect it from the Depot, or from where it stands in Devon or Cornwall if it cannot be driven, by the end of
the next Working Day. Kestrow shall take each Vehicle it collects to its workshop.
5.2Kestrow shall repair each Vehicle and return it to the
Depot within 2 Working Days after the day on which it collects the Vehicle. If it does not, Kestrow shall lend
Polgarrow a Replacement Vehicle, free of charge, until it returns the Vehicle. Kestrow shall deliver the
Replacement Vehicle to the Depot by the end of that period. Kestrow shall ensure that each Replacement Vehicle is
of the same type as the Vehicle it replaces, roadworthy, and insured under clause 11.3.
5.3Kestrow shall give Polgarrow a Service Credit for
each Working Day after the period in clause 5.2 on which Polgarrow has neither the Vehicle nor a Replacement
Vehicle. For clauses 5.2 and 5.3, a Vehicle that Kestrow collects late is treated as collected on the last day
clause 5.1 allows.
5.4Kestrow shall use all reasonable endeavours to obtain
the parts each repair needs. A delay in obtaining parts does not change Kestrow's duties under clauses 5.2 and
5.3.
5.5A Service Credit and a Replacement Vehicle are
Polgarrow's only remedies for late return, subject to clause 13.2(b). They do not limit Polgarrow's remedies if
Kestrow fails to deliver a Replacement Vehicle when clause 5.2 requires.
6. Polgarrow's duties (extract)
6.2Polgarrow shall make each Vehicle, its keys and its
documents available to Kestrow at the Depot when Kestrow comes to collect it.
7. Charges
7.1Polgarrow shall pay Kestrow a servicing charge of
£100 a Vehicle a month. That charge covers the servicing in clause 4, recovery and every Replacement
Vehicle.
7.2Polgarrow shall pay for repairs at £60 an hour for
labour, and for parts at the price Kestrow pays for them.
7.3The Charges do not include VAT. Polgarrow shall pay
VAT on the Charges on top, against a valid VAT invoice.
7.4Kestrow shall charge the servicing charge for a month
only for a Vehicle that is in Schedule 1 on the first day of that month.
7.5Kestrow shall not charge for work that clause 10.3
requires it to put right, or for a repair of damage done while a Vehicle is in Kestrow's care.
8. Invoices and payment (extract)
8.2Kestrow shall list in each invoice the servicing charge
for each Vehicle, each repair with its hours and parts, and each Service Credit due for the month. Kestrow shall
deduct those Service Credits from the invoice.
8.4Polgarrow shall pay each invoice within 30 days after
the day on which it receives the invoice.
8.5If Polgarrow disputes part of an invoice, it shall
give Kestrow notice of that part and the reason before payment is due. Polgarrow shall pay the rest of the
invoice on time. The parties shall try in good faith to settle the disputed part within 30 days after the
notice. Kestrow shall continue the services while the parties settle it.
9. Price review
9.1Kestrow may give Polgarrow one Price Notice in each
Contract Year, starting with the Contract Year that begins on 1 April 2028. The new Charges in a Price Notice
start no earlier than 2 months after Polgarrow receives it.
9.2A Price Notice may raise the Charges by no more than
the proportion by which the Consumer Prices Index rose in the 12 months before it is given. A Price Notice that
proposes a larger rise raises the Charges by that proportion only.
9.3Polgarrow may end this Agreement by notice to Kestrow
given within one month after it receives a Price Notice. This Agreement then ends on the day before the new
Charges would have started. If Polgarrow does not end this Agreement, the new Charges apply from the day the
Price Notice gives.
9.4Kestrow shall show in each Price Notice how it worked
out the new Charges from the Consumer Prices Index.
13. Termination (extract)
13.2Polgarrow may also end this Agreement by notice to
Kestrow:
(a)within the time clause 9.3 allows after a Price Notice;
(b)if more than 10 Service Credits fall due in any 3 months; or
(c)if clause 15.3 applies, after a long Force Majeure Event.
13.3Neither party may end this Agreement except under
this clause 13.
17. Notices
17.1A party shall give a notice under this Agreement in
writing. It shall deliver the notice by hand or send it by first class post to the other party's registered
office for the time being, or send it by email to the address the other party last gave for notices.
17.2A notice is received:
(a)if delivered by hand, when it is delivered;
(b)if sent by first class post, on the second Business Day after posting;
and
(c)if sent by email, when it is sent, unless the sender receives a message
that it was not delivered.
But a notice delivered by hand or sent by email after 5 p.m., or on a day that is not a Business Day, is
received on the next Business Day.
17.3The first email addresses for notices are in
Schedule 3. A party may change its email address for notices by notice to the other party.
19. Changes, waiver and severance (extract)
19.1No change to this Agreement has effect unless it is
in writing and signed by or for each party.
Schedule 3 · Contacts (extract)
Purpose
Polgarrow
Kestrow
Notices by email (clauses 17.1 and 17.3)
For the attention of the finance director, [notices email address]
For the attention of the director, [notices email address]
Since 2027 · Hennacott file note, September 2029
Polgarrow now runs 80 vans, not 60, after it won a delivery round for a supermarket. Of the 80, 20 are
electric, and every new van will be electric. Prices are still £100 a van a month and £60 an hour.
Kestrow has never sent a Price Notice: each would have let Polgarrow, its biggest customer, leave under
clause 9.3. Kestrow hires in electric Replacement Vehicles. This summer, repairs ran late for parts.
For July to September 2029, Kestrow gave 3 Service Credits. Polgarrow says 6 more were due.
Extracts from the Agreement as signed in March 2027 · box added September 2029
Preview
The rest of this document opens with a free account. Every edition is free to read until 31 January. Open a free account by the end of that day and keep every edition published by then, for good. Open it from the edition home →
The rest of this document is in the Library, at €12 a month or €79 for a Year Pass. See what the edition holds →