Pulse Corporation Ltd Terms and Conditions of Business
In these conditions the following words shall have the following meaning :-
"Pulse", "Company"shall mean Pulse Corporation Limited of 3, Timbers Walk, Maidenhead, Berkshire England Sl6 4QL (Company No 3342682)
"The Customer" shall mean the person, firm or Company with whom Pulse contracts.
"Goods" means the articles or things or service which are the subject matter of the Contract.
1. Order Acceptance Policy
1.1 These Conditions of Business shall apply to all sale and purchase transactions between Pulse and the Customer. No terms and conditions put forward by the Customer in conflict with these Terms and Conditions shall be incorporated into the Contract unless separately agreed in writing and signed by a Director of Pulse.
1.2 Any quotation submitted to the Customer by Pulse is an invitation to treat not offer. Pulse reserves the right at any time to accept or refuse orders for any reason. Pulse reserves the right to require additional verifications or information from the Customer before accepting any order or providing services. The Customer agrees that the receipt by Pulse of an electronic or printed copy of an order form does not indicate Pulse’s acceptance of the purchaser’s order, neither does it constitute confirmation of Pulse’s offer to sell.
1.3 All times quoted for dispatch or delivery dates are estimates only and whilst Pulse will use all reasonable endeavours to ensure it complies with any estimates given, Pulse will not be liable for any failure to comply with any such estimate or for any direct or consequential loss resulting therefrom.
1.4 All prices quoted are Pulse's prices ruling at the date the relevant quotation is given and are based on current production costs. If any extra cost is incurred by reason of any additional instructions, or any error or omissions in instructions submitted by the Customer, or if the Customer requests any special testing of the goods or any variation of the specification, or design of any modifications to the Goods, then the Customer shall bear any relevant extra costs.
1.5 Written quotations are valid for 30 days.. The quotation will be inclusive of all preparatory work, provision of any written documentation (eg. Method Statements and Risk Assessment where required) or third-party permission required, travel and accommodation (where necessary).
1.6. If a site survey is needed prior to the quotation, the cost will be agreed and invoiced in advance.The Client will provde appropriate access for Pulse.
2. Delivery and Title
2.1 Unless otherwise agreed in the Contract the price of goods does not include the cost of delivery to the agreed place of delivery. Pulse accepts no liability for damage, shortage, or loss in transit where the goods does not include the cost of delivery. Where the price of goods does include such cost, Pulse accepts no liability for damage, shortage or loss in transit unless damages or shortages are recorded at the time of delivery on the relevant delivery note and are confirmed in writing to Pulse within 2 days, thereafter and/or where goods are not received at all Pulse is notified in writing within 7 days of dispatch.
2.2 The Customer acknowledges and agrees that title and ownership of all ordered products shall remain with Pulse until the full purchase price for the same has been satisfied to Pulse.
3.1 Subject to any other provisions of these conditions, the contract may not be cancelled without any prior written consent of Pulse, which will only be given on terms that Pulse is to be indemnified against all costs incurred up to the date of such cancellation. In the event that the Customer cancels the contract, the customer shall as regards any goods that are the subject of the Contract, reimburse Pulse the amount or amounts of any work undertaken, time expanded and costs incurred in connection with the Customers order together with a reasonable profit margin.
3.2 Pulse shall be entitled without prejudice to its other rights and remedies either to terminate wholly or in part any or every Contract between Pulse and the Customer or to suspend any further deliveries under any Contract if the Customer has a receiver, administrator, administrative receiver, liquidator or other supervisor appointed over any of its assets or undertaking or if the Customer enters into any composition or arrangement with its creditors or commits any other act of insolvency.
4.1 Terms of payment are within Pulse’s sole discretion, and, unless otherwise agreed to in writing by Pulse, for private and personal bookings, a 100% deposit (including VAT) must be received prior to Pulse’s acceptance of an order. For commercial bookings a written Purchase Order must be received and payment Terms are strictly 30 days nett.
4.2 Pulse reserves the right to request a deposit with Order to cover non-recoverable costs
4.3. In the case of work being required by the client to be done in phases, Pulse reserves the Right to partially invoice at stages.
4.4 Pulse reserves the right to add statutory Late Payment Interest (Base Rate + 8%) to overdue accounts [Late Payment of Commercial Debts (Interest) Act 1998].
4.5 Any liability upon Pulse is subject to the terms of payment and all other obligations of the Customer being strictly observed. The customer shall not be entitled to withhold payment of any amount payable to Pulse under any Contract or otherwise because of any disputed claim against Pulse..
5. Limitation of Liability
5.1 The completion of work may be subject to alteration or cancellation due to any cause(s) beyond Pulse's control.
5.2. In exceptional circumstances, Pulse may not be able to completely fulfil or complete a contract at all. In these cases, it will refund part or all of any deposit received and not accept any other liability. In any event, the liability of Pulse will be limited to the total value of the contract with no liability accepted for indirect and/or consequential loss.
5.3 Pulse does not accept liability for errors resulting from incomplete or inaccurate instructions from the Client’s written brief, nor for delays or restrictions caused by Third Parties.
5.4 Pulse's liability is limited to reimbursement of the price or repair or replacement of the Goods or remedying any defects in any services rendered by Pulse in connection therewith. Apart from such reimbursement, replacement, repair or remedial work Pulse and its employees and agents shall be under no liability for any injury, loss, or damage of any kind whether direct, consequential or special and howsoever caused resulting from or arising out of or incidental to:
5.4.1 Any negligence on the part of Pulse or its employees (except insofar as the same causes death or personal injury) or
5.4.2 Pulse's performance of or failure to perform or breach of any of its express implied obligations under the Contract or
5.4.3 The supply, installation, repair and/or maintenance of any Goods. or
5.4.4 Any defects in any Goods
5.5 Pulse has all necessary insurances, including Public Liability Insurance, with an indemnity of up to 5 million pounds.
5.6 Any advice given or representations made by Pulse in relation to the quality, performance, use or installation of the Goods or any part thereof. Not withstanding the foregoing, where there is any defect in Goods supplied, but not manufactured by Pulse, the Customer shall (subject to compliance by the Customer with all conditions, stipulations and provisos contained in such guarantee or warranty and with the terms of these Conditions) be entitled to the full benefit of any guarantee or warranty given to Pulse by the manufacturer or supplier thereof and Pulse will notify defect to such manufacturer or supplier and will attempt to procure for the Customer the benefit of such guarantee or warranty, but Pulse shall be under no further liability to the Customer in respect of such defect.
5.7 The Customer shall indemnify Pulse against any liability whatsoever (including any liability based on the negligence of the Company) which it may incur resulting from any claim made against the Company by any third party (including without limitation any employee or agent of the Customer or any subsequent buyer or hirer or other bailee of the Goods or any of them) arising or arisen directly or indirectly out of the performance or non performance or breach of the Contract or otherwise out or connected with the manufacture or supplier or the Goods or any of them or the provision of any services in connection therewith.
6. Force Majeure
6.1 Pulse accepts no liability for delay or non fulfilment of any term of the Contract caused wholly or in part by “force majeure”, which expression shall be deemed to include war, strikes, lockouts, accidents, fire, scarcity or materials or any other cause or causes not within the Company’s direct control.
7. General Conditions
7.1 No failure or delay on the part of Pulse to exercise its rights under the Contract shall operate as a waiver thereof nor shall any single nor partial exercise of any such right exclude any other or further exercise thereof. Any waiver of a breach of any provision of the Contract shall not affect Pulse’s rights in the event of any further or additional breach or breaches.
7.2 Notwithstanding termination of the Contract these Conditions shall continue in full force and effect for so long as is necessary after such termination to give full effect to the provisions contained in these Conditions
7.3 The Contract shall be construed in accordance with English law which shall be the proper law of the Contract and the English Court shall have sole jurisdiction in relation to the provisions contained in these Conditions.
7.4 The clause headings in these Conditions are for convenience only and shall not affect the interpretation hereof in any way whatever
7.5 Each and every obligation contained in the clause or sub-clause of these Conditions shall be treated as a separate obligation and shall be severally enforceable as such and the non-enforceability at any time of the clause of sub-clause of these Conditions shall be treated as a separate obligation and shall be severally enforceable as such and the non-enforceability at any time of the clause or sub-clause of these Conditions shall not prejudice the enforceability of the remainder.
7.6 Pulse assumes that the Customer has complied with every applicable statute, by-law and other requirements of the Government or any local authority. The obtaining by the Customer of all necessary licenses, permits and consents, that may be required is a condition precedent to the performance by Pulse or any of its obligations under the Contract.
7.7 These Conditions are stipulated by Pulse on its own behalf and on behalf of all its employees and agents and apply for the protection of all its employees and agents as for Pulse. The Customer undertakes not to sue or make any claim whatever against any employee or agent of Pulse in respect of any alleged negligence or other default of that employee or agent in relation to the carrying out, failure to carry out or breach of any Contract.
7.8 The Customer acknowledges and agrees by placing orders with Pulse that:
7.8.1 This is a transaction into which both parties are freely entering.
7.8.2 There are clauses contained in these Conditions which exclude, limit or modify the liability of Pulse, its employees and agents
7.9 All charges exclude VAT, which will be charged at the prevailing rate, and are subject to these Terms and Conditions
7.10 The Customer acknowledges that the Customer has read this Agreement and both understands and agrees with Pulse regarding all of the Terms and Conditions
8 Date of last change
8.1 These Terms and Conditions were last amended on 10th October 2012.