Diagnostic Doc Limited Terms and Conditions of Business
1. Definitions and interpretation
1.1 “the Buyer” means the person or business who purchases or agrees to purchase the goods or services from the Seller.
1.2 “Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
1.3 “Goods” means the articles or products which the Buyer agrees to buy from the Seller and shall include any services ancillary thereto provided by the Seller as may be set out in the Order.
1.4 “Order” means the order for Goods or Services made by the Buyer to the Seller.
1.5 “Place of Delivery” means the Seller’s address or other such location at which Goods or Services are to be delivered as specified in the Order.
1.6 “Price” means the price for Goods and/or Services excluding VAT.
1.7 “Seller” means Diagnostic Doc Limited whose registered office is at 9 Humber Crescent, Scunthorpe, England, DN17 1JD (Company Registration Number 10610355).
1.8 “Services” means services provided by the Seller including but not limited to vehicle remapping, electric repairs, ad-blue disablement services for export out of the EU, dyno tuning and general vehicle repairs.
1.9 “Special parts” means articles or products which are not normally stocked in the course of the Seller’s business
1.10 “VAT” means value added tax.
1.11 Words importing one gender include all other genders and words importing the singular include the plural and vice versa.
1.12 The clause headings do not form part of these Conditions and are not to be taken into account in their construction or interpretation.
2. Conditions applicable
2.1 These Conditions shall apply to all contracts for the sale of Goods and Services by the Seller to the Buyer to the exclusion of all other terms and conditions including any terms or conditions which the Buyer may purport to apply under any Order, confirmation of Order or similar document.
2.2 Any and all Order(s) for Goods or Services shall be deemed to be an offer by the Buyer to purchase Goods or Services pursuant to these Conditions.
2.3 Acceptance of delivery of Goods or Services shall be deemed conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing signed by a director of the Seller. Any such variation shall apply only to the specific Order to which it relates and shall not be or be deemed to be a variation of these Conditions in respect of any other Order.
3. Price and payment
3.1 The Price shall be the Seller’s quoted price.
3.2 Clause 3.1 will not be applicable in circumstances where the nature of the Services or Goods may give rise to price variation.
3.3 Payment of Price and VAT shall be due on delivery unless otherwise agreed by the Seller in which case such payment within 30 days of the date of the invoice.
3.4 Time for payment shall always be of the essence.
3.5 The Seller may demand a deposit in relation to Goods or Services ordered if deemed necessary by it.
3.6 All payments due from the Buyer to the Seller shall be made in full without any set-off or counterclaim whatever.
3.7 Notwithstanding any other provision of these Conditions, all sums due from the Buyer to the Seller under any contract between them for the purchase and sale of Goods or Services shall become immediately due on termination of such contract.
4. Late payments and Overdue Invoices
4.1 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at the rate of 4% above Barclays Bank plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
4.2 The Seller shall be entitled to submit invoices to the Buyer on a monthly basis in respect of that part or those parts of the Goods or Services delivered or carried out by the Seller prior to the invoice date.
4.3 If the Buyer fails to make payment on the due date or dates then without prejudice to any of the Seller’s other rights the Seller may suspend or cancel deliveries of any Goods or performance of Services or part or parts thereof due to the Buyer and/or appropriate any payment made by the Buyer to such of the Goods or Services (or Goods or Services supplied under any other contract with the Buyer) as the Seller may in its sole discretion think fit.
5 The Goods
5.1 The description and quantity of the Goods and/ or Services shall be as set out in the Seller’s quotation or, if different, the Order.
5.2 No illustrations, advertising matter or similar publications shall be or be deemed to be or constitute a description of the Goods.
6. Delivery of the Goods
6.1 The Goods shall be delivered to the Buyer at the Place of Delivery.
7. Delay or non-delivery
7.1 The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.
7.2 Notwithstanding that the Seller may have delayed or failed to deliver the Goods (or any of them) promptly the Buyer shall be bound to pay for the Goods in full.
8. Acceptance of Goods
8.1 The Buyer shall be deemed to have accepted the Goods 24 hours after delivery of them at the Place of Delivery.
9. Title and risk
9.1 The Goods shall be at the Buyer’s risk as from delivery.
9.2 In spite of delivery having been made property in the Goods shall not pass from the Seller until the Buyer shall have paid the Price plus VAT and all other costs and charges invoiced to the Buyer and no other sums whatever shall be due from the Buyer to the Seller.
9.3 Until property in the Goods passes to the Buyer in accordance with clause 9.2 the Buyer shall hold the Goods and each of them on a fiduciary basis as bailee for the Seller. The Buyer shall mark the Goods in such a way that they are clearly identified as the Seller’s property and keep them insured to their full replacement value against all risks.
9.4 The Buyer may not sell or use the Goods provided or installed by the Seller without the prior consent of the Seller.
9.5 The Buyer acknowledges that the removal of any device provided or installed by the Seller by another provider other than the Seller is done so at their own risk.
9.5 The Buyer accepts that any servicing or removal of Ad-Blue Services undertaken by the Seller to diesel vehicles is undertaken at the Buyer’s Risk and is intended for vehicles exported outside of the EU, and may result in higher emissions, voiding of warranties or guarantees of the vehicle, for which the Buyer indemnifies the Seller for any and all proceedings that may arise.
9.6 The Warranty, obligations and liabilities of the Seller and the rights and remedies of the Buyer set forth in this entire agreement are exclusive and are in lieu of and the Buyer hereby waives and releases all other warranties, obligations, representations or liabilities.
10. Ordering of Special Parts
10.1 The Buyer must pay a deposit to the Seller when placing an Order. This deposit may be a percentage of the Price or the full Price.
10.2 The amount of the deposit required when placing and Order remains at the Seller’s discretion.
The description of the Services shall be as set out in the Seller’s quotation or, if different, the Order.
12. Delivery of the Services
12.1 All Services shall be carried out at the Seller’s nominated address unless otherwise agreed. Approval of the change of address is at the Seller’s discretion.
12.2 The Services will be supplied no later than 2 weeks of the Order being placed, subject to Clause 17 in which case the Supplier will deliver the Services or part thereof as soon as reasonably practicable.
13. Warranties and liability
Goods come with the benefit of any warranty given by the manufacturer of such goods.
The Supplier warrants that it will carry out the Services with reasonable care and skill within the meaning of the Consumer Rights Act 2015 and that they comply with the Order.
14 Limitation of liability
14.1 All warranties conditions or terms relating to fitness for purpose quality or condition of the Goods or relating to the supply of Services with reasonable care and skill whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law and includes (but is not limited to) loss pf profit, loss of business, claims by third parties, punitive damages, indirect loss or consequential loss whatsoever and howsoever caused suffered by the Buyer or any third party in relation to this contract.
14.2 The Seller shall be under no liability whatever to the Buyer for any indirect or consequential loss and/or expense including (but not limited to) loss of profit suffered by the Buyer arising out of a breach by the Seller of any of these Conditions or any contract for the sale of Goods or supply of Services to the Buyer.
14.3 In the event of any breach by the Seller of these Conditions or any contract for the sale of Goods or the supply of Services to the Buyer the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price.
14.4 Nothing in these Conditions shall exclude or limit the Seller’s liability for:
14.4.1 death or personal injury caused by the Seller’s negligence, or
14.4.2 fraud or fraudulent misrepresentation, or
14.4.3 under the Consumer Rights Act 2015 sections 31 and 57.
15. Intellectual property
All specifications, designs, patterns, photographs, installation processes, drawings, instructions and similar matter in respect of the Goods (including copyright, design right or other intellectual property in them) shall as between the Seller and the Buyer be the property of the Seller.
16. Data protection
16.1 In accordance with the Data Protection Act 1998 the Seller gives and the Buyer acknowledges that it has received notice from the Seller that the Seller may transfer information about the Buyer to the Seller’s bankers/financiers for the purposes of providing services for the purposes of:
– obtaining credit insurance,
– making credit reference agency searches,
– credit control,
– assessment and analysis (including credit scoring, product and statistical analysis),
– securitisation, and
– protection of the Seller’s interests.
16.2 On the written request of the Buyer the Seller will provide the Buyer with details of the Seller’s bankers/financiers and that of any credit reference agencies to whom information about the Buyer is transferred by the Seller.
17. Force majeure
17.1 Without incurring any liability to the Buyer whatever the Seller shall be entitled to reduce the number or amount of Goods or the extent of Services subject of the Order or to defer the date of delivery of all or any part of the Goods or performance of Services to cancel the contract for the sale of the Goods or supply of Services if it is prevented from or delayed in the supply of the Goods or performance of Services due to circumstances that are beyond the reasonable control of the Seller including (but without limitation) acts of God including but not limited to fire, flood, earthquake, windstorm or other natural disaster; acts of any sovereign including but not limited to war, invasion, act of foreign enemies, hostilities (whether war be declared or not), civil war, terrorism, rebellion, revolution, insurrection, military or usurped power or confiscation, nationalisation, requisition, destruction or damage to property by or under the order of any government or public or local authority or imposition or government sanction, embargo or similar action; law, judgment, order, decree, embargo, blockade, labour dispute including but not limited to strike,, lockout or boycott; interruption or failure of utility service including but not limited to electric power, gas, water, or telecommunications service; failure of transportation of any personnel, equipment, machinery supply or material (“Event of Force Majeure”).
17.2 If an Event of Force Majeure or more than one such event continues for a continuous period of more than 3 months the Buyer may give one month’s notice in writing to the Seller to terminate the contract for the purchase and sale of the Goods and/ or Services and, subject to the Buyer paying to the Seller all sums of money due to the Seller under the contract prior to the date of expiration of such notice on expiration of the notice the contract shall terminate.
18.1 Notwithstanding suspension or cancellation under clause 4.3 or termination under clause 18.2 or for any other reason whatever the Buyer shall pay to the Seller for all Goods or Services delivered and other costs and charges payable by the Buyer up to and including the date of suspension or cancellation.
18.2 If the Buyer fails to make payment for the Goods or Services in accordance with the contract for their sale and purchase and these Conditions or commits any other breach of such contract or if any distress or execution shall be levied upon any of the Buyer’s goods or if the Buyer offers to make any arrangement with its creditors or if any bankruptcy petition is presented against the Buyer or the Buyer is unable to pay its debts as they fall due or if being a limited company any resolution or petition to wind up the Buyer (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if a receiver, administrator, administrative receiver or manager shall be appointed over the whole or any part of the Buyer’s business or assets or if the Buyer shall suffer any analogous proceedings under foreign law all sums outstanding in respect of the Goods and any costs and charges relating thereto shall become payable immediately. The Seller may without prejudice to any other rights which it may have:
18.2.1 suspend all future delivery of Goods or Services to the Buyer and/or,
18.2.2 terminate the contract without liability upon its part and/or,
18.2.3 exercise any of its rights pursuant to clause 9.
18.3 Termination of the contract for the sale and purchase of Goods or supply of Services for any reason whatever shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
19. Notice etc.
19.1 Any notice or other document required to be given under the contract for sale of Goods or supply of Services shall be in writing and can be sent by electronic email, or delivered by hand or sent by pre-paid first class post (but not fax) to:
19. 1.1 in the case of the Seller to its registered office or such other address as shall have been notified to the Buyer by the Seller, or
19.1.2 in the case of the Buyer to its registered office (if it is a limited company) or, in any other case to the address of the Buyer contained in the Order or such other address as shall have been notified by the Buyer to the Seller.
19.2 Any notice or other document referred to in clause 19.1 shall be deemed to have been given and received by the addressee:
19.2.1 at the time the same is left at the address of or handed to a representative of the party to be served, or
19.2.2 by post on the day not being a Saturday, Sunday or public holiday, 2 days following the date of posting, or
19.2.3 by electronic mail on the day of transmission (not being a Saturday, Sunday or public holiday) if transmitted prior to 3.00pm or otherwise on the next following day not being a Saturday, Sunday or public holiday.
20. Third party rights
The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to any contract between the Seller and the Buyer for the sale of Goods and/ or Services and a person who is not a party to such contract shall have no right under that Act to enforce any term of such contract.
21.1 Any provision in these Conditions and/or contract for the sale of Goods or supply of Services which is or may be void or unenforceable shall to the extent of such invalidity or unenforceability be deemed severable and shall not affect any other provision of these Conditions or such contract.
21.2 No waiver or forbearance by the Seller (whether express or implied) in enforcing any of its rights under a contract for the sale of Goods or supply of Services shall prejudice its rights to do so in the future.
21.3 These Conditions and any contract for the sale of Goods or supply of Services are subject to the law of England and Wales and the parties shall submit to the exclusive jurisdiction of the courts of England and Wales.