1. Introduction
    2.
    1. In these Terms and Conditions the following expressions have the following meanings:- "the Company" means P9 Systems (formerly trading as Preferred Computer Systems); "the Buyer" means the person, firm or Company offering to buy Goods or services from the Company; "the Goods" means the Goods, materials and/or services which the Buyer is buying or offering to buy.
    2. English Law shall govern this Agreement. An English court of competent jurisdiction shall settle all disputes of any nature.
    3. Each of the provisions of the Agreement shall be treated as separate and distinct and any part held by a court to be unenforceable shall be considered removed and shall not affect the validity of the remainder. No particular provision shall be taken as limiting, prejudicing or affecting in any way any other provision or any right, remedy of entitlement of the Company under general law.
    4. The failure of the Company to enforce or to exercise, at any time, any term of, or any right arising pursuant to, this Agreement does not constitute, and shall not be construed as, a waiver of such term or right.
  2. Prices
    3.
    1. The prices of the Goods shall be as set out in the Company's quotation, order acknowledgement or invoice but the Company reserves the right at its option to charge or credit to the Buyer the amount of any error or omission in the price as set out.
    2. The Buyer agrees that the Company shall have the right at any time before delivery of the Goods to withdraw any discount and/or to revise any price quoted if, after the Company's acceptance of any order, there is any increase or decrease in the Company's (or its suppliers) generally applicable prices for such (or similar) Goods, or there is an increase or decrease in the cost to the Company of supplying the Goods whether by reason of exchange rate fluctuations, third party charges or otherwise.
    3. Unless otherwise specified VAT and any other duties or taxes payable by the Buyer shall be added to the price.
  3. Payment terms
    4.
    1. Payment is due in full in Pounds Stirling without any deduction set-off within 30 days of invoice, which may be issued at any time after the Goods are ready for dispatch or installation.
    2. If payment is not made when due the Company reserves the right to charge interest on overdue amounts at a rate of 3% above the prevailing base rate set by Barclays Bank plc.
    3. All invoices shall be final and binding unless, within 14 days of the invoice date, the Buyer objects in writing to the Company, stating the reason for the objection.
    4. The Company reserves the right to invoice separately for equipment supplied to the Buyer before installation and/or commissioning of said equipment.
  4. Delivery and risk
    5.
    1. Unless otherwise set out in the Company's quotation, order acknowledgement or invoice, the Goods will be delivered to the Buyer carriage paid within the UK, subject to an additional charge which may be made for any special delivery arrangements requested by the Buyer. Risk will pass to the Buyer on delivery.
    2. The Goods may, in some circumstances, be delivered to the Buyer directly from a supplier for later installation by the Company or the Buyer himself. The Buyer must report any damage to, shortages of or apparent defects in Goods to the Company by telephone or facsimile within 24 hours of delivery, giving full particulars including the number and condition of parcels received and must also note on the carriers receipt any parcel shortages or external damage to the parcels, otherwise the Buyer shall be considered to have accepted deliveries. Any damaged packaging and contents must be held for inspection by the Company, the supplier or the carrier.
    3. The Company shall not be liable to the Buyer for any damage to or apparent defect in the Goods unless the Buyer complied with condition 4B above and establishes that the damage/defect occurred before delivery.
    4. While the Company will make every reasonable efforts to meet any given delivery date any such date is only the Company's best estimate and not a contractual commitment.
    5. While the Company will make every reasonable effort to meet orders accepted, all orders are accepted conditionally upon the availability of the Goods and the Company shall not be liable if prevented from meeting any order because the Goods (or any part there off) are not readily available by reason of any circumstances outside its control.
  5. Passing of properties
    6.
    1. No property in or title to the Goods shall pass to the Buyer until all amounts due or owing to the Company by the Buyer have been paid to the Company in full.
    2. Prior to the property in the Goods passing to the Buyer, the Buyer shall hold, at their cost, the Goods as fiduciary agents to the Company and store them properly protected, and insured and clearly identifiable as the Company's property.
  6. Warranties
    7.
    1. Subject to the limitations upon its liability set out in clause 7 below and the limitations of manufacturers warranties the Company warrants all Goods and workmanship for a period of 12 months (unless otherwise stated on the quotation, order acknowledgement or invoice) from the date of installation or, in the case of a supply-only transaction, delivery.
    2. The Company shall as soon as it is reasonably able investigate any alleged defect and in the event of such defect being proven shall remedy the same free of charge by (a) carrying out such repairs, modifications or alterations to the defective Goods, and/or (b) replacing the defective Goods or such component parts as it shall in the absolute discretion think fit.
    3. The Buyer shall at the Company's election indemnify the Company against costs incurred by the Company where Goods prove not to have been materially defective.
    4. The Company shall not be liable for defects in Goods caused by fair wear and tear, abnormal conditions of storage or use or any act, neglect or default of the Buyer or any third party.
    5. The Company must approve applications for repair/replacement of Goods in writing.
  7. Liability
    8.
    1. The Company shall not be under any liability whatsoever or howsoever arising from any loss of use or loss of profit, interruption of business or any other indirect, special or consequential loss of any type arising or alleged to have arisen out of any at or default of the Company in respect of its obligations hereunder.
    2. The Company's aggregate liability to the Buyer hereunder or otherwise arising whether for negligence, breach of contract, misrepresentation or otherwise shall in no circumstances exceed the cost of the defective, damaged or undelivered Goods which give rise to such liability as determined by the net price invoiced to the Buyer in respect of any occurrence or series of occurrences.
    3. The Buyer agrees that they are best able to evaluate the extent and nature of appropriate insurance cover and thus affect such cover at more economic rates and on a more appropriate basis than the Company and that it is therefore reasonable for the Company so to limit and exclude its liability and to fix the price for the Goods on such basis. The Buyer also agrees to effect such insurance cover and that his insurers shall have no remedies whatsoever against the Company additional to the Buyers.
    4. The Company shall not be liable to the Buyer for any loss or damage which may be suffered by the Buyer as a direct or indirect result of the supply of Goods by the Company being prevented, hindered, delayed or rendered uneconomic by reason of circumstances beyond the Company's reasonable control.
  8. Proprietary rights
    9.
    1. The Buyer hereby acknowledges their sole responsibility to comply with all terms and conditions of any licence attached to software produced by or supplied by the Company.
  9. Variation
    10.
    1. The Company reserves the right formally to vary these Terms and Conditions by not less than seven days in writing to the Buyer. The Buyer shall be entitled to reject any such variation by a counter-notice to be served within seven days of the Company's notice, but unless the Buyer so rejects them the Buyer shall be conclusively deemed for all purposes to have accepted such variation which shall be deemed to have come into effect at the expiry of the period of notice specified in the Company notice. This Agreement and any subsequent variations thereof as before said shall supersede all previous Agreements of trading between the Company and the Buyer.
    2. No change in this Agreement shall be effective unless evidence in writing under the hand of the proprietor of the Company and in particular no informal variations or relaxation thereafter nor at any time or indulgence given shall in any way be treated as a waiver of the Company's strict legal rights.
  10. Notice
    11.
    1. Any notice or request or other communication required to be given or made hereunder shall be given or made by written notice and no such notice by the Buyer shall be effective unless marked 'for the attention of Peter L Gilbert' and delivered to the Company's principal place of business and a receipt under the hand of a principle officer of the Company is obtained.
  11. Preferred Computer Systems
    12.
    1. Prior to 1st September 1998 the company, 'P9 Systems', was trading as 'Preferred Computer Systems'. The change was in name only and all previous agreements entered into as 'Preferred Computer Systems' will be wholly honoured by 'P9 Systems' as set out in these terms and conditions.
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All rights reserved. Revised: January 30, 2004