TERMS AND CONDITIONS
a) Pulse means Pulse Services Ltd Limited and subsidiary companies as defined in Section 736 of the Companies Act 1985, as amended, and shall include its successors and assigns.
b) The “Customer” means a person, firm or company to whom Pulse· supplies Services and/or Products (as hereinafter defined) and shall include the Customers legal personal representatives, successors and assigns.
c) Contract shall mean an agreement between Pulse and the Customer for the supply of Products or Services.
d) Services means services to be provided by Pulse to a Customer,
e) Products means products or parts thereof to be supplied but not necessarily manufactured by Pulse to a Customer.
f) Contract Price shall mean the sum so named in the contract or quotation and is unless otherwise stated ex-works exclusive of VAT and other taxes which are payable in addition at the rate applicable at the date of invoice.
g) Premises shall mean the place or places other than Pulse Premises to which the Products are to be delivered or where Services are to be provided as described in the Contract.
a) Any quotation submitted by Pulse Services Ltd to the Customer shallconstitute an offer and shall remain open for acceptance in the manner prescribed for a period of 30 days from the quotation date.
b) Any contract between Pulse and the Customer shall incorporate and be subject to these general terms and conditions to the exclusion of any terms or conditions of the Customer.
c) Any representation or warranty whether written or oral made or given prior to the Contract is hereby expressly excluded and any amendment to these terms and conditions shall not apply unless it is agreed in writing by Pulse.
d) If any provision hereof shall be held by a court of competent jurisdiction to be invalid or violable such provision shall be struck out and the remainder hereof shall stand in full force and effect.
a) Nothing in these terms shall restrict Pulse liability for death or personal injury caused by Pulse negligence or Pulse liability for fraudulent misrepresentation.
b) Save as expressly provided in these terms and conditions, Pulse shall not be liable to the Customer· for any damages whatsoever by reason of any representation (unless fraudulent), or implied warranty, condition or other term or any duty at common law, or for any indirect special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Pulse, its employees or agents or otherwise) which arise out of or in connection with the supply of the Products (or their use or resale by the customer) or the supply of Services or failure to do so at any time agreed in the Contract, and the entire liability of Pulse under or in connection with the contract shall not exceed the invoiced value of the Contract.
a) Pulse and the Customer shall keep confidential any information obtained under the Contract and shall not divulge the same to any third party without the consent in writing of the other party.
b) The property and copyright in all documents, drawings, plans, illustrations, photographs and other printed matter submitted to the Customer shall remain with Pulse, and none of these items shall be disclosed to a third party without Pulse written consent. In the event of release of such information Pulse reserve the right to charge designs and project costs to the Customer.
a) Payment of invoices shall be made within 30 days of invoice date without deduction. Pulse shall have the right to charge interest from the invoice date on overdue invoices without further notice· at the rate of 4% over the base rate of National Westminster Bank PLC for the time being.
b) Unless otherwise agreed by Pulse, the Customer shall not be entitled to set off against any monies due to Pulse under the Contract any sums claimed by or due to the Customer from Pulse under the Contract or any other contract between Pulse and the Customer.
6. Title and Risk
a) Risk in the Products shall pass to the Customer on delivery to the Premises.
b) Property in the Product shall not pass to the Customer until paid in full.· If, nevertheless,· the Customer sells the Products or sells items into which the Products have been incorporated before the Products have been paid for in full, he shall hold the proceeds of sale in trust for Pulse and Pulse shall be entitled to trace the products into such items or the proceeds of sale.
c) Notwithstanding clause (b), above the Customer hereby acknowledges that the supply of a Product includes a personal non-transferrable and non-exclusive licence to use any incorporated software and that such licence specifically excludes using such software otherwise than in connection with the Products at the Premises.
d) In the event of default in payment by the Customer or the Customer entering into liquidation or being made bankrupt or having a winding up order made against it or having a receiver appointed. Pulse shall, without prejudice to any other remedies it may have under the other proper person as appropriate:··
e) enter the Premises and recover any or all Products in respect of which full payment of the Contract price has not been made and the Customer liquidate or other proper person shall afford Pulse free access thereto and all such facilities as may be necessary to enable Pulse so to do.
7.Delivery and installation
a) Pulse will use reasonable endeavours to comply with any date or dates agreed for delivery of and/or installation of the Products and the provision of Services, but,· such date or dates shall only be statements of expectation and in no way binding on Pulse and accordingly time o delivery and installation shall not be of the essence of the Contract.
b) Delay in delivery of and/installation of the Products or Services shall not be entitle the Customer to rescind or repudiate the Contract or to claim any damages or compensation,· but if such delay arises as a result of any circumstances as envisaged under Clause 13 hereof and lasts for a period of more than 2 months either party may by written notice to the other forthwith terminate the Contract on the following terms: (I) the customer shall pay Pulse for any Products or Services supplied:· (ii) the Customer shall pay Pulse for all work done and materials used.
c) If the Customer requests that delivery be delayed, or fails or refuses to accept delivery of the Products or Services, Pulse Services may invoice the Customer for the amount stated in Clause 5. The Customer shall be liable for any loss, costs, damages and subsequent delivery charges resulting from the said delay.
d) If Pulse considers that the Customer may be unable or unwilling to pay the purchase price of the Products or Services, they shall be entitled to withhold delivery until payment is received.
8. Acceptance by the Customer
·The Customer shall notify Pulse, preferably in writing, of any claim for loss, damage or defect in relation to the Products or Service within 14 days, otherwise it will be deemed to be to the Customers satisfaction. In the case of Product “supply only” any damage or defect must be reported within 48 hours of delivery. If the customer chooses to cancel their order after acceptance is given and authorised, the customer may be subject to re-stocking fees or ordered parts, if applicable.
a) Pulse warrants that the Products shall be free from defects in material and workmanship for 12 months from: (I) the Date of Handover in respect of Pulse Installations:· (ii) date of delivery to the Premises in respect of any Products supplied but not manufactured by Pulse.· Pulse will carry out Services with reasonable skill and care.
b) During the warranty period for Products Pulse (at Pulse’s option) will repair or replace of any defective Product at no cost to the Customer.
c) The warranty shall be inoperative in the event of:· (I) failure of the Customer to maintain a suitable operating environment:· (ii) use of Products for purposes other than those for which they were originally designed without prior approval:· (iii) accidental damage or neglect;· (iv) failure of the Customer to follow operating procedures laid down by Pulse:· (v) Any alteration or additions to the Products or relocation of any part of the Products without Pulse prior approval (vi) Failure to maintain the equipment to manufacturers recommendations.
d) The warranty shall not apply to the replacement of consumables of the type but not limited to filters and drive belts etc.
10. Customer Obligations
It shall be the sole responsibility of the Customer to provide and maintain at all times adequate environmental and operational conditions for the Product.· Any additional costs incurred by Pulse due to the customer’s failure suitably to prepare or maintain the Premises or to provide Pulse with all facilities reasonably required by it to perform its obligations under the Contract shall be borne by the Customer.
a) Either party shall have the right to terminate the Contract if the other party is in material breach of the Contract and does not rectify this breach within 30 days of receipt of notification thereof in writing.
b) Such termination shall in all cases be without prejudice to the existing rights and obligations of both parties.
The customer shall not be entitled to assign the Contract or any part thereof.
13. Force Majeure
Neither party shall be liable for failure to perform its obligations under the Contract if such failure results from circumstances beyond the party’s reasonable control,· including but not limited to trade disputes, breakdown of plant, delay by suppliers, fire, theft, riot, war, prohibition of export or import or act of god.
Any notice to be given hereunder shall be in writing and shall be delivered or sent by post or by facsimile to the relevant party at its registered or principal office (or such other address as shall have been notified to the other party).· It shall be deemed to have been given in the case of a notice which has been delivered by hand when it is deposited at the appropriate address, in the case of a notice sent by post 48 hours after the date on which a first class registered letter including such notice sent by facsimile when it is sent providing the appropriate activity report confirms successful transmission.
These general terms and conditions and each and every Contract made pursuant thereto shall be construed and interpreted in accordance with the laws of England and the Customer submits to the non-exclusive jurisdiction of the English courts.