1. Definitions

In these terms and conditions the following words have the following meanings:

CONTRACT - any contract between the Company and the Customer for the sale and purchase of Goods.

COMPANY - Euro-Bearings Ltd.

CUSTOMER - the person(s) or company whose order for Goods is accepted by the Company.

GOODS - any goods which the Company is to supply to the Customer (including any of them or any part of them).


2. Basis of Contract

i) The Contract will be on these terms and conditions to the exclusion of all other terms and conditions (including any terms and conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document). Each order for Goods by the Customer from the Company shall be deemed to be an offer by the Customer to purchase goods subject to these terms and conditions. No addition or variation shall apply unless specifically agreed in writing by the parties.

ii) No order shall be binding on the Company unless and until accepted or confirmed in writing by the Company. The Company reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of any of the Customer's commitments to the Company not being met.

iii) No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all losses (including loss of profit, loss of business and depletion of goodwill), costs, damages, charges and expenses incurred by the Company as a result of cancellation.


3. Delivery

i) While the Company will use its reasonable endeavours to comply with any dates specified by the Company for the delivery of the Goods, such dates are approximate only and may not be made of the essence by notice. If no dates are specified, delivery will be within a reasonable time. Subject to the other provisions of these terms and conditions, the Company will not be liable for any loss (including loss of profit), costs, damages charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence) nor unless such delay exceeds 180 days will any delay entitle the Customer to terminate or rescind the Contract.

ii) Unless otherwise agreed in writing, the Company's delivery terms are ex works (Incoterms 1990).

iii) The Goods shall be at the sole risk of the Customer from the time of delivery to the Customer or to his agent or carrier (including any such agent or carrier instructed by the Company acting strictly on behalf of the Customer). In the event of loss of damage in transit, no claim will be accepted unless the Company is advised in writing within five days or delivery or in the case of non-delivery, within 21 days of despatch. Any damage to the Goods in transit or claims for shortage should be notified to the carrier and the Company immediately following receipt at the Customer's premises, or port of entry as the case may be.

iv) Property

a) Legal title and property in and beneficial ownership of the Goods shall remain in the Company (notwithstanding delivery of such Goods to the Customer) until the Customer has paid both the full price of such Goods and all other sums whatsoever due to the Company. Pending such payment the following provisions of this condition shall be applicable to such Goods.

b) The Customer shall at all times in his fiduciary capacity hold the Goods as the Company's bailee.

c) The Customer shall mark and keep the Goods so as to identify them clearly as the property of the Company.

d) The Company shall be entitled at any time at the Customer's expense to enter upon the Customer's premises and to recover and dispose of the Goods and the Customers shall make no claim against the Company in respect of any such entry or disposal save to recover any balance due to the Customer after the Company has disposed of the Goods and re-couped all sums due from the Customer to the Company.

e) The Customer may in the ordinary course of business mix the Goods with other objects or convert the Goods into other objects whether by the process of manufacture or otherwise. In the event, the property in the mixture of the converted goods as the case may be shall forthwith pass to the Company and remain with the Company, and the provision of sub-paragraphs (b), (c) and (d) of this condition.

f) The Customer may in the ordinary course of business sell or otherwise dispose of the Goods or any mixture of converted goods referred to in condition 3(v)(e), but shall hold the proceeds of any such sale or disposal and any rights or claims against third parties arising out of such sale or disposal in a fiduciary capacity for and to the account of the Company and the Customer shall take all steps necessary to keep such proceeds separate from other monies, to pay over such proceeds to the Company, and to transfer to the Company any such rights or claims to the extent necessary to discharge in full the Customer's indebtedness to the Company.

g) The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed to the Customer.


4. Price

The price shall be the price in force at the time of delivery and the Company's current price list does not constitute an offer to sell at the prices set out therein. The Company reserves the right to apply a minimum charge on small value orders. The price for Goods is exclusive of any value added tax or any other applicable tax which the Customer shall pay in addition when it is due to pay for the Goods. All prices quoted are ex-works (EXW). We reserve the right to charge £5.00 for the collection of the Goods by either the Customer or a third party.


5. Force Majeure

The Company shall not be liable to the Customer or deemed to be in breach of the Contract 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 whatsoever beyond the Company's reasonable control including, without limitation those arising from strikes, lockouts or any other industrial dispute or from Act of God, War, National or Local Government restriction, prohibition or control, fire, flood or accidents). In the event that such circumstances last for a period in excess of 180 days, the Company shall have the right to terminate the Contract.


6. Packing

Unless otherwise stated, prices quoted include non-returnable packing.


7. Payment

EU Customers - the Company's payment terms are net cash with order. Unless otherwise agreed by the Company in writing, payment is due net cash four weeks from the date of invoice.


8. Description and Specification

Whilst every effort is made to ensure accuracy the descriptions, illustrations and material contained in any catalogues, price lists, brochures, leaflets, the Company's website or any other descriptive matter represent the general nature of the items described therein but do not form part of the Contract or amount to any representation or warranty. The Company reserves the right to modify the design of Goods without notice.


9. Warranty

i) Subject as provided below, the Company warrants all Goods manufactured by it to be free from defects in material and workmanship, but its sole liability under such warranty shall be limited to either replacing, repairing or issuing credit (at its option) for any Goods which within twelve (12) months of delivery are returned, carriage paid, to the Company and which the Company accepts as having been defective in materials and workmanship.

ii) The Company shall incur no liability under this warrant:

a) unless the Company is notified in writing within seven days of the discovery of any defects by the Customer;

b) for any Goods in which the alleged defect is found on examination to have been caused in whole or part by misuse, neglect, overload, unsuitable lubricant, improper installation or repair, alteration or accident or defects arising from fair wear and tear, abnormal working conditions and failure to follow any instructions issued by the Company.

c) for any transport, installation, removal, labour or other costs;

d) for any goods not manufactured by the Company, but the Company will use its reasonable endeavours to pass on to the Customer the benefit of any warranty or guarantee given to the Company;

e) where the defect arises because the Customer has failed to follow the Company's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods;

f) if the Customer alters or repairs the Goods without the written consent of the Company; or

g) if the defect in such Goods arises from any design defect in any drawing, design of specification supplied or approved by the Customer.


10. Limitation of Liability

i) The following provisions and the provisions of condition 8 set out the entire liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

a) any breach of these terms and conditions; and

b) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.

ii) All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are excluded from the Contract.

iii) Nothing in these terms and conditions excludes or limits the liability of the Company for death or personal injury caused by the Company's negligence or fraudulent misrepresentation.

iv) Subject to conditions 10 (ii) and (iii),

a)the Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or contemplated performance of this Contract shall be limited to the price of the Goods; and

b) the Company shall not be liable to the Customer by reason of any representation or any implied warranty, condition or other term or any duty at law or under the express terms of this Contract for any indirect or consequential loss or damage (whether for loss of profit, loss of business, depletion of goodwill or otherwise), costs, expenses or other claim for consequential compensation whatsoever (whether or not caused by the negligence of the Company, its employees, agents or sub-contractors) which arise out of or in connection with the Contract.


11. Legal Construction

These conditions and the Contract shall in all respects be construed and operate in accordance with English Law and the parties hereto submit to the non-exclusive jurisdiction of the English courts.


12. General

i) The Company employees or agents are not authorised to make any representations concerning the goods unless confirmed by the Company in writing. Without prejudice to condition 10(iii), when entering into any contract the Customer acknowledges that it does not rely on and waives any claims for break of any such representation, advice, or recommendation which are not so confirmed.

ii) The Company shall, without prejudice to any other right or remedy available to it, be entitled to terminate the Contract or suspend any further deliveries under Contract without any liability to the Customer, or if Goods have been delivered and not paid for immediately demand payment of the price due, in any of the following circumstances:

a) The Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or has passed a winding-up petition or ordered against it a winding up order (other than for an amalgamation or reconstruction); or

b) An encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the Customer: or

c) The Customer ceases, or threatens to cease, to carry on business:or

d) The Company reasonably apprehends that any of the events mentioned above are about to occur.

iii) The headings in these terms and conditions are for convenience only and shall not affect their interpretation.

iv) Any notice required or permitted to be given by either party to the other under these terms and conditions shall be in writing and addressed to the other party at its registered office of principal place of business. Any notice delivered personally shall be deemed received when delivered; any notice sent by fax shall be deemed received on despatch (provided the normal answer back shall have been received); any notice sent by first class post shall be deemed to be received 48 hours after posting; provided always, that where delivery occurs after 4pm or occurs on any day other than a normal working day such notice shall be deemed to have been received at 9am on the next working day.

v) Each right or remedy of the Company under this Contract is without prejudice to any other right or remedy of the Company whether under this Contract or not.

vi) Failure by the Company to enforce or partially enforce any provision of this Contract will not be construed as a waiver of any of its rights under this Contract.