These Terms and Conditions shall apply to the provision of Services by Dtronix Limited, a company registered in England and Wales under company number 06468882, whose registered office is at First Floor, Woburn Court, 2 Railton Road, Woburn Road Industrial Estate, Kempston, Bedford, MK42 7PN hereinafter known as “the Company” to the Customer.

• 1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
  “Agreement” means the Agreement entered into between the Company and the Customer which shall incorporate, and be subject to, these Terms and Conditions;
  “Customer” means any individual, firm or corporate body (which expression shall, where the context so admits, include its successors and assigns) which purchases Services from the Company;
  “Estimate” means the cost estimate put forward by the Company in writing for the provision of the Services;
  “Fees” means the fees payable in accordance with the terms of payment by the Customer under clause 6;
  “Goods” means goods provided by the Customer on which the Services are to be carried out;
  “Manufacturer” means the manufacturer of the Goods; and
  “Services” means either and/or analysis, repair, re-manufacturing, refurbishment and warranty process of automotive electronics.
• 1.2 Unless the context otherwise requires, each reference in these Terms and Conditions to:
• 1.2.1 “writing” and “written” includes emails and similar communications
• 1.2.2 a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time
• 1.2.3 “these Terms and Conditions” is a reference to these Terms and Conditions as amended or supplemented at the relevant time
• 1.2.4 a clause is a reference to a clause of these Terms and Conditions
• 1.2.5 “Party” or the “Parties” refer to the parties to these Terms & Conditions.
• 1.3 The headings used in these Terms and Conditions are for convenience only and shall have no effect upon their interpretation.
• 1.4 Words imparting the singular number shall include the plural and vice versa. References to any gender shall include the other gender.

• 2.1 Any Estimate given by the Company shall constitute the entire scope of works and shall be valid for a period of 30 days from its date of issue, unless otherwise specified. The acceptance of any Estimate, whether verbally or by email or text message, creates a legally binding Agreement between the parties and includes the acceptance of these Terms and Conditions, which shall apply between the parties.
• 2.2 Any Estimate given is subject to change. If the Services are going to cost more than the original Estimate, the Customer will be notified in writing by way of a further Estimate, and only upon acceptance of the new Estimate will the work continue.
• 2.3 No terms or conditions stipulated or referred to by the Customer in any form whatsoever shall in any respect vary or add to these Terms and Conditions unless otherwise agreed by the Company in writing.

• 3.1 The Customer warrants that they are the owner of the Goods or have the authority of the owner of the Goods to instruct the Company to carry out the Services as identified in the Estimate and/or agreed specification.
• 3.2 The Customer warrants that the Goods are as described to the Company with regard to their nature, weight, quantity, condition and dimensions.
• 3.3 The Customer shall provide sufficient insurance for the Goods held at the Company's premises.
• 3.4 The Company shall not be responsible for delays where the provisions of this clause are not met.
• 3.5 It is the Customer's sole responsibility to arrange (and where necessary, pay) for any removal and/or refitting of the Goods. The Company accepts no liability whatsoever for any loss or damage to the Goods (or the vehicle) that has resulted either directly or indirectly from the removal or refitting of the Goods.
• 3.6 If the Company is required to arrange for the collection of any Goods, the Company will arrange a suitable time and date with the Customer. It is the responsibility of the Customer to ensure the Goods are ready for collection on the agreed day or at the agreed time. The Company reserves the right to charge for any delays or rearranged collections where this clause is not complied with.

• 4.1 From the date the Agreement is formed, as detailed in clause 2, the Company shall, in consideration of the Fees being paid in accordance with the terms of payment, provide the agreed Services to the Customer.
• 4.2 The Company will use reasonable care and skill to perform the Services using competent and trained labour resources for the Services.
• 4.3 The Company reserves the right to use third parties to carry out any or all of the Services, at its sole discretion.
• 4.4 When carrying out the Services, the Company does not warrant that all problems can and will be corrected. Where appropriate, the Company shall use its best and reasonable endeavours to correct problems so long as the problems are replicable or otherwise identifiable by the Company.
• 4.5 The Company has the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services and the Company shall notify the Customer should such a change be necessary.
• 4.6 The Company shall use all reasonable endeavours to complete its obligations under the Agreement, but time will not be of the essence in the performance of these obligations.

• 5.1 The Company will not begin the repair of any Goods without the following information which must be provided by the Customer when sending the Goods for repair; their full name, postal address, daytime telephone number, email address and full details of the fault. The Company will book in repairs on their computerised system, which will provide the Customer with an emailed confirmation, indicating the unique job number.
• 5.2 Goods sent within a warranty period (whether the Manufacturer’s or the Company’s) must include the original proof of purchase or extended warranty policy before any repair is undertaken. Warranty repairs will be subject to the Manufacturer’s terms and conditions. Warranty repairs will be returned free of charge. Repairs may still be subject to charge if the fault or repair is not covered by the warranty agreement. Goods not covered under warranty will be deemed as an “Out of Warranty” or “Chargeable Repair”.
• 5.3 The Company will notify the Customer by email or telephone of any estimated charges which may apply. The Customer must confirm payment in writing before any repair commences.
• 5.4 If the Company is required to order any parts to repair the Goods, these will need to be paid for by the Customer in advance. The Customer will be directed to the Company’s website to make payment. In the event of cancellation, the provisions of clause 9 will apply.
• 5.5 If the Goods sent for repair are beyond economical repair or if the Company is unable to confirm the fault, the Customer will be notified and asked to confirm whether they wish the Goods to be returned to them at their own cost. Alternatively, the Customer can collect the Goods from the Company’s premises only, by prior arrangement and only if the Customer can provide proof of identity. In this event, or if the Customer has refused to have an estimate, a fixed inspection fee plus cost of return carriage will apply, which must be paid in full before the Goods will be released for despatch or collection.
• 5.6 The Customer acknowledges and agrees that any defective parts and/or the whole of the Goods, where the Goods are unable to be repaired, will be disposed of by the Company unless the Customer specifically requests that these are returned. In this event, the provisions of clause 5.5 will apply.
• 5.7 The Company reserves the right to use salvaged, used parts for repairs, at its sole discretion.
• 5.8 The Company anticipates the repair will take approximately 7 working days. This estimated turnaround time is subject to change, due to spare parts and labour availability, and other factors beyond the Company’s reasonable control.
• 5.9 If the Customer has purchased the Goods from certain retailers and the Goods require repair, the Customer will be asked to return to the retailer in the first instance. These Goods will have been purchased under a “bought out guarantee” and as such, any repairs carried out by us will be chargeable.

• 6.1 All payments must be made in advance of despatch, unless expressly agreed otherwise by the Company in writing.
• 6.2 All fees or prices estimated pursuant to the Agreement are inclusive of any value added tax but are exclusive of delivery unless expressly stated otherwise.
• 6.3 All payments must be made to the Company in pounds sterling.
• 6.4 All payments made via the Company’s website will go through an online payment gateway provider, such as Sage Pay. No credit or debit card information is provided to the Company and completion of the transaction will be subject to the Customer agreeing to this payment gateway provider’s terms and conditions. A separate contractual relationship is created between the Customer and the payment gateway provider and the Company cannot be held liable for any errors, actions, omissions or incorrect charges that may be made by such third party.
• 6.5 In the event of a pricing error either as a result of a typographical error or any other unforeseen change the Company reserves the right to cancel any order/repair placed at the incorrect price even after the order/repair has been confirmed. Should payment have already been charged to the Customer’s credit/debit card, the Company shall cancel the order/repair and issue a full refund for the value of the incorrect charge made.
• 6.6 All Goods will remain the property of the Company until payment has been received in full. In addition, the Company shall have a lien on the Goods for sums unpaid on any invoice, account or Agreement. If such lien is not satisfied within 30 days of the payment becoming due, then title in the Goods shall pass to the Company and the Company may sell the Goods, or part thereof, as agent for the owner and apply the proceeds towards any sums unpaid and any expenses incurred as a result of having to sell the Goods and account to the Customer for any balance due to them at which point any liability of the Company for the Goods shall cease.
• 6.7 Further, if the Customer fails to make payment to the Company by the due date, the Company reserves the right to charge the Customer interest on the overdue sum at the rate of 4% per annum above the Bank of England base lending rate from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment.

• 7.1 If the Customer wishes to vary any details of the Agreement they must notify the Company in writing as soon as possible. The Company shall endeavour to make any required changes and any additional costs thereby incurred shall be invoiced to the Customer.
• 7.2 If, due to circumstances beyond the Company’s control, it has to make any change in the arrangements relating to the provision of the Services it shall notify the Customer immediately. The Company shall endeavour to keep such changes to a minimum and shall seek to offer the Customer arrangements as close to the original as is reasonably possible in the circumstances.
• 7.3 These terms and conditions may be revised by the Company from time to time. Any such revision shall not become effective until the expiry of 28 days from the date notice of proposed the revision is given to the Customer.

• 8.1 The transport method and provider adopted for delivery of the Goods within the UK and for overseas will be arranged at the sole discretion of the Company. Delivery overseas may take longer. Delivery dates are given in good faith and are to be treated as estimates only. In particular, the Company cannot be held liable for any delay in delivery of the Goods due to the Customer’s failure to provide the correct delivery address, adequate delivery instructions or any other relevant information.
• 8.2 Delivery outside of mainland UK will incur additional delivery costs.
• 8.3 The Company will arrange delivery of the Goods to the delivery location as set out in the address given by the Customer when placing the order, unless agreed otherwise in writing. The Company reserves the right to charge the Customer for any additional costs resulting from any change in the delivery location after the order is submitted.
• 8.4 Delivery will be deemed as completed when the Goods arrive at the delivery location.
• 8.5 If delivery cannot be made to the delivery location for any reason, the delivery provider will inform the Customer as soon as possible. If the Customer then fails to take delivery of the Goods in accordance with the delivery company’s instructions, then the Company may be required to store the Goods until delivery takes place. The Customer may be charged by the Company for any related costs and expenses (including, but not limited to, insurance, storage costs and redelivery charges).
• 8.6 Upon delivery, any Goods at the delivery location are to be inspected by the Customer and signed for as received in good condition. Should the packaging not appear to be in good condition then the Customer must refuse the delivery. If the Customer is unable to check the contents of the delivery then they must sign for the Goods as ‘UNCHECKED’. Failure to do so may affect any claims. If the Customer has signed for the Goods as being received in good condition (any signature other than ‘UNCHECKED’ would fulfil this criteria) then the Company will not be liable for any claim made.
• 8.7 On completion of delivery, the risk in the Goods passes to the Customer.
• 8.8 All claims for damage to, physical loss of, or mis-delivery of any Goods must be made in writing by the Customer within 24 hours of the estimated delivery date of the Goods alleged to be damaged, lost or mis-delivered. The original packaging must be retained together with the Goods until the Customer is provided with further instruction from the Company. Failure to retain the packaging and its contents or failure make a claim within the time stipulated shall mean that the Company shall be under no liability to the Customer, unless the Customer can prove it was not reasonably possible to make a claim in writing within the time stipulated.

• 9.1 The Services will be carried out on a one-off basis. Once the Estimate has been accepted, the Services cannot be cancelled by the Customer except with the agreement of the Company in writing. In the event of cancellation by the Customer, the Customer will be required to pay for all costs incurred by the Company up to the date of cancellation including, but not limited to, the price for any parts ordered, restocking and handling fees, labour costs, and any inspection fee under clause 5.6. Such sums shall be immediately due and payable and no refund will be offered for payments already made.
• 9.2 The Company reserves the right to cancel any order at any stage. In this event, no charge will be made to the Customer except for any Services carried out as agreed between the parties prior to the date of cancellation. In the event the Customer has already made payment to the Company, the Customer will be refunded the value of the cancelled purchase to the credit/debit card on which the purchase was made.

• 10.1 The Company warrants the repair carried out by the Company for a period of 90 days from the date of repair. This relates solely to the specific parts of the Goods which have been repaired and under no circumstances provides a warranty for any other parts of the Goods which have not been repaired. Any fault reported during the warranty period other than in relation to the originally repaired fault will be chargeable. The warranty does not cover any courier costs unless agreed by the Company in writing.
• 10.2 This warranty applies to the Customer only and cannot be transferred to any other person.
• 10.3 The warranty referred to in clause 10.1 above does not apply to any defect in the Goods arising from fair wear and tear, wilful damage, accident, negligence by the Customer or any third party, use otherwise than as recommended by the Company and/or the Manufacturer, failure to follow the Company’s and/or the Manufacturer’s instructions, or any alteration or repair carried out without the Company’s and/or the Manufacturer’s approval.

• 11.1 Any marketing literature of the Company’s is presented in good faith as a guide to represent the Services offered and does not form a part of the Agreement.
• 11.2 No employees or agents of the Company are authorised to make any representation concerning the Company’s Services unless confirmed by the Company in writing. In entering into the Agreement the Customer acknowledges that they do not rely on and waive any claim for breach of any such representations, which are not confirmed.

• 12.1 The Customer may not, without the prior written consent of the Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of the Customer’s rights or obligations under these terms and conditions.
• 12.2 The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of the Company’s rights or obligations under these terms and conditions, without the Customer’s prior consent.

• 13.1 The Company shall be liable for any reasonable direct costs associated with the physical loss, mis-delivery of or damage to the Goods if such physical loss, mis-delivery or damage is proved to be due to the negligence of the Company, its servants, agents or sub-contractors. In this event, the Company’s sole liability, subject to clause 13.2 below, shall be to provide the Customer with an equivalent replacement of the Goods (or the monetary value for the same), based on the age, price, amount of use, wear and tear, any damage/fault, brand, and any other relevant factor in determining a suitable replacement.
• 13.2 Except in respect of death or personal injury, fraud or fraudulent misrepresentation or any other liability which cannot be legally excluded or limited and either of the foregoing are caused by the Company’s negligence, the Company will not by reason of any representation, implied warranty, condition or other term, or any duty at common law or under the express terms contained herein, be liable for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the Company’s servants or agents or otherwise) in connection with the performance of its obligations under the Agreement or with the use by the Customer of the Services supplied.
• 13.3 The Company shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations if the delay or failure was due to any cause beyond the Company’s reasonable control. Such causes include, but are not limited to: a force majeure event as detailed in clause 16, or insufficient or incorrect information supplied by the Customer.
• 13.4 The Company shall not be liable for any theft, fire damage or other damage howsoever caused whilst the Goods are in transit where such transit is arranged by the Customer.
• 13.5 The Customer shall indemnify the Company against all damages, costs, claims and expenses suffered by the Company arising from loss or damage (including that of third parties) caused by any error, omission, mis-statement or misrepresentation by the Customer or his agents or employees.
• 13.6 Nothing in these Terms and Conditions seeks to limit or exclude the Customer’s rights as a consumer, where applicable.

Nothing in this Agreement shall render or be deemed to render the Company an employee or agent of the Customer or the Customer an employee or agent of the Company.

Each party undertakes that throughout the duration of the Agreement, the parties may disclose certain confidential information to each other. Both parties agree that they will not use the confidential information provided by the other, other than to perform their obligations under this Agreement. Each party will maintain the confidential information’s confidentiality and will not disseminate it to any third party, unless so authorised by the other party in writing.

Neither, the Customer nor the Company shall be liable for any failure or delay in performing their obligations under the Agreement where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, Internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

No failure by either party to enforce the performance of any provision in this Agreement shall constitute a waiver of the right to subsequently enforce that provision or any other provision of this Agreement. Such failure shall not be deemed to be a waiver of any preceding or subsequent breach and shall not constitute a continuing waiver.

The Parties agree that, in the event that one or more of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (and the Agreement, as appropriate). The remainder of these Terms and Conditions shall be valid and enforceable.

• 19.1 All notices under the Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice. Notices shall be deemed to have been duly given: when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; when sent, if transmitted by email and a successful return receipt is generated; on the fifth day following mailing, if mailed by national ordinary mail, postage prepaid; or on the tenth day following mailing, if mailed by airmail, postage prepaid; in each case addressed to the most recent address or email address notified to the other Party.
• 19.2 Service of any document for the purposes of any legal proceedings concerning or arising out of the Agreement shall be effected by either Party by causing such document to be delivered to the other Party at its registered or principal office, or to such other address as may be notified to one Party by the other Party in writing from time to time.
• 13.3 The Company shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations if the delay or failure was due to any cause beyond the Company’s reasonable control. Such causes include, but are not limited to: a force majeure event as detailed in clause 16, or insufficient or incorrect information supplied by the Customer.
• 13.4 The Company shall not be liable for any theft, fire damage or other damage howsoever caused whilst the Goods are in transit where such transit is arranged by the Customer.
• 13.5 The Customer shall indemnify the Company against all damages, costs, claims and expenses suffered by the Company arising from loss or damage (including that of third parties) caused by any error, omission, mis-statement or misrepresentation by the Customer or his agents or employees.
• 13.6 Nothing in these Terms and Conditions seeks to limit or exclude the Customer’s rights as a consumer, where applicable.

Neither the Company nor the Customer intend that any term of the Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.

• 21.1 The parties agree to co-operate with each other in an amicable manner with a view to achieving the successful implementation of this Agreement.
• 21.2 If, however, a dispute arises between the Company and the Customer in relation to any matter which cannot be resolved by local operational management, either party may refer the matter for determination by referral in the first instance to the decision of the Managing Director of each of the parties.
• 21.3 If any dispute is not resolved within 21 days of its referral pursuant to clause 21.2 then either party may refer it for determination by an independent person agreed between the parties or in the absence of such agreement within 7 days by a person appointed for this purpose by the President for the time being of The Law Society on the application of either of the parties. Such person shall act as an expert and not as an arbitrator and make such determination within 28 days of his appointment and his determination shall be final and binding on the parties. The fees of such expert shall be paid as he may direct or in the absence of any direction such fees shall be paid equally by the parties.

• 22.1 These Terms & Conditions and the Agreement (including any non-contractual matters and obligations arising from or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
• 22.2 Subject to clause 21, any dispute, controversy, proceedings or claim between the Parties relating to these Terms and Conditions or the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.