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BUSINESS TERMS ANDS CONDITIONS OF SALE

(Terms and Conditions for Consumers)

1. Definitions

In these Terms:

Company means Euro-Bearings Limited.

Customer means the person, firm or company purchasing Goods from the Company.

Contract means the contract for the sale of Goods between the Company and the Customer.

Goods means any products, components, bearings, linear motion products, accessories, spare parts or related items supplied by the Company.

Incoterms means Incoterms® 2020 published by the International Chamber of Commerce.

Writing includes email communications.

2. Application of Terms

2.1 These Terms apply to all sales of Goods by the Company to business customers.

2.2 These Terms prevail over any terms proposed by the Customer unless expressly accepted by the Company in Writing.

2.3 No variation of these Terms shall be binding unless agreed in Writing by an authorised representative of the Company.

2.4 These Terms do not apply to consumers purchasing for personal use. Separate Consumer Terms apply to consumer transactions.

3. Quotations and Orders

3.1 Quotations are invitations to treat and do not constitute offers capable of acceptance.

3.2 Quotations may be withdrawn or revised at any time prior to acceptance.

3.3 An order placed by the Customer constitutes an offer to purchase Goods.

3.4 A Contract is formed only when the Company issues an order acknowledgement, dispatches the Goods, or accepts payment.

3.5 The Customer is responsible for ensuring that specifications, quantities and delivery details are accurate.

4. Product Information

4.1 Product descriptions, catalogues, technical specifications, dimensions and performance data are provided for general guidance only.

4.2 The Customer is solely responsible for determining the suitability of Goods for any intended application.

4.3 Technical advice or recommendations given by the Company are provided in good faith but shall not create any warranty or guarantee.

5. Technical Application Responsibility and Liability

5.1 Application Responsibility

The Customer is solely responsible for selecting, specifying, installing, lubricating, maintaining and operating the Goods and for ensuring their suitability for the intended application and operating conditions.

The Company does not approve or guarantee any application unless expressly agreed in Writing.

5.2 Technical Information

Any technical data, drawings, catalogue information, load ratings, life calculations or advice provided by the Company are for general guidance only and are based on manufacturer information under assumed conditions.

Such information does not constitute engineering advice, system design approval or a warranty of performance.

The Customer must carry out its own independent assessment before use.

5.3 Operating Conditions and Failure

The Company shall not be liable for failure, reduced service life or damage arising from:

incorrect installation or alignment
inadequate or incorrect lubrication
contamination or environmental ingress
excessive load, speed, vibration or misalignment
unsuitable operating conditions or misuse
operation outside of manufacturer specifications

5.4 Service Life and Product Behaviour

The Customer acknowledges that bearings and linear motion products are wear components with finite life and that any service life data provided is an estimate only and not a guarantee.

5.5 System-Level Losses

The Company shall have no liability for damage arising from system-level failure, including damage to machinery, assemblies or third-party components in which the Goods are installed.

5.6 No Fitness for Purpose Warranty

Except where expressly agreed in Writing, no warranty is given that Goods are fit for any particular purpose, application or system, whether or not such purpose has been disclosed to the Company.

6. Price

6.1 Prices are those stated by the Company at the date of acceptance of the order.

6.2 Prices are exclusive of:

VAT;
customs duties;
import taxes;
local sales taxes;
insurance;
freight charges;

unless expressly stated otherwise.

6.3 The Company reserves the right to correct clerical or pricing errors at any time prior to dispatch or issue of an invoice.

7. Payment

7.1 Unless otherwise agreed, payment shall be made:

(a) in advance for pro-forma customers; or

(b) within 30 days from the invoice date for approved credit account customers.

7.2 Time for payment is of the essence.

7.3 The Customer shall not withhold payment by reason of any claim, counterclaim or set-off.

7.4 If payment is overdue the Company may:

(a) suspend further deliveries;

(b) cancel any outstanding orders;

(d) charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

7.5 The Customer shall reimburse reasonable costs incurred by the Company in recovering overdue amounts.

8. Delivery

8.1 Delivery terms shall be EXW or DAP (Incoterms® 2020) as specified in the quotation, order acknowledgement or invoice.

8.2 Delivery dates are estimates only.

8.3 The Company shall use reasonable endeavours to meet delivery estimates but shall not be liable for delay.

8.4 Delivery may be made in instalments.

8.5 The Customer shall inspect Goods immediately upon delivery.

8.6 Failure to accept delivery may result in storage, handling and redelivery charges.

8.7 The Company may apply a handling and administration charge of £10.00 (GBP) per consignment for Goods collected by the Customer or collected by a carrier arranged by the Customer. This charge is payable in addition to the price of the Goods and any other applicable charges.

9. Risk

9.1 Risk in the Goods passes to the Customer upon delivery in accordance with the applicable Incoterm.

9.2 The Customer shall insure the Goods from the time risk passes.

10. Retention of Title

10.1 Ownership of Goods shall remain with the Company until the Company has received payment in full for:

(a) the Goods supplied; and

(b) all other sums owed by the Customer to the Company.

10.2 Until ownership passes, the Customer shall:

(a) store the Goods separately;

(b) keep them clearly identifiable;

(d) insure them for their full replacement value.

10.3 The Company may enter any premises where Goods are believed to be stored in order to recover them if payment is overdue.

10.4 The Customer grants the Company an irrevocable licence to enter such premises for this purpose.

11. Inspection and Claims

11.1 The Customer shall inspect Goods upon receipt.

11.2 Claims for shortages, damage or incorrect Goods must be notified in Writing within 7 days of delivery.

11.3 Claims for latent defects must be notified within 7 days of the defect becoming reasonably apparent.

11.4 Failure to notify within the applicable period shall constitute acceptance of the Goods.

12. Returns and Non-Cancellable Goods

12.1 Goods may only be returned with the Company's prior written authorisation.

12.2 Returned Goods must:

(a) be unused;

(b) be in their original packaging;

(d) be accompanied by the relevant invoice or order reference.

12.3 The Company reserves the right to refuse any return that does not comply with clauses 12.1 and 12.2.

12.4 The Company may apply a reasonable restocking and handling charge to accepted returns.

12.5 The following Goods are supplied on a strictly non-cancellable and non-returnable basis unless otherwise agreed by the Company in Writing:

(a) special-order Goods;

(b) non-stock Goods procured specifically to fulfil a Customer order;

(d) Goods manufactured, sourced or adapted to the Customer's specification;

(e) Goods identified by the Company as non-cancellable or non-returnable in any quotation, order acknowledgement, invoice or other sales documentation.

12.6 Once an order for non-cancellable and non-returnable Goods has been accepted by the Company, the Customer shall have no right to cancel the order.

12.7 If the Company, at its sole discretion, agrees to a cancellation of non-cancellable and non-returnable Goods, the Customer shall be liable for all costs, losses, charges and expenses incurred by the Company arising from such cancellation, including:

(a) supplier cancellation charges;

(b) procurement costs;

(d) administrative costs;

(e) any loss incurred by the Company on resale or disposal of the Goods.

12.8 The Company may invoice the Customer immediately for any such costs, losses, charges or expenses.

12.9 Nothing in this clause shall affect the Customer's rights in relation to Goods that are proven to be defective and are subject to a valid warranty claim under these Terms.

13. Warranty

13.1 The Company warrants that Goods supplied will substantially conform to the manufacturer's published specification at the date of delivery.

13.2 The Company's obligation shall be limited, at its option, to:

(a) repair;

(b) replacement; or

13.3 The warranty shall not apply where defects arise from:

(a) incorrect installation;

(b) misuse;

(d) inadequate lubrication;

(e) excessive loading;

(f) unsuitable operating conditions;

(g) unauthorised modification;

(h) normal wear and tear.

13.4 Warranty claims shall be supported by reasonable evidence and access to the Goods for inspection.

14. Limitation of Liability

14.1 Nothing in these Terms excludes or limits liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

14.2 Subject to clause 13.1, the Company's total aggregate liability arising out of any Contract shall not exceed the amount paid by the Customer for the Goods giving rise to the claim.

14.3 The Company shall not be liable for:

(a) loss of profit;

(b) loss of production;

(d) loss of business opportunity;

(e) loss of goodwill;

(f) indirect or consequential loss.

14.4 The Customer acknowledges that these limitations are reasonable and reflected in the price charged.

15. Force Majeure

15.1 The Company shall not be liable for delay or failure caused by circumstances beyond its reasonable control including, but not limited to:

acts of God;
fire;
flood;
epidemic;
pandemic;
war;
terrorism;
labour disputes;
transport disruption;
shortages of materials;
cyber incidents;
governmental restrictions.

15.2 If such circumstances continue for more than 90 days either party may terminate the affected Contract.

16. Export Compliance and Sanctions

16.1 The Customer shall comply with all applicable export control laws, sanctions regulations and trade restrictions.

16.2 The Customer shall obtain any licences, permits or approvals required for importation, resale or export.

16.3 The Company may refuse to supply Goods where doing so may breach applicable sanctions or export laws.

17. Anti-Bribery

The Customer shall comply with all applicable anti-bribery and anti-corruption laws including the Bribery Act 2010.

18. Data Protection

Each party shall comply with applicable data protection legislation including the UK GDPR and the Data Protection Act 2018.

19. Confidentiality

The Customer shall keep confidential all non-public commercial, technical and pricing information supplied by the Company.

20. Intellectual Property

All intellectual property rights in catalogues, drawings, specifications, technical information, trademarks and other materials supplied by the Company remain vested in the Company or its licensors.

21. Termination

The Company may terminate any Contract immediately if:

(a) the Customer fails to pay any sum due;

(b) the Customer becomes insolvent;

(d) continued performance would breach applicable law.

Termination shall be without prejudice to accrued rights and remedies.

22. Notices

22.1 Notices under these Terms shall be in Writing.

22.2 Notices may be served by:

(a) email;

(b) recorded delivery post;

22.3 Email notices shall be deemed received on the next business day after transmission.

23. Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all previous agreements, understandings and representations relating to the sale of Goods.

24. Severance

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

25. Third Party Rights

A person who is not a party to the Contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

26. Governing Law and Jurisdiction

26.1 These Terms and any Contract shall be governed by the laws of England and Wales.

26.2 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising from or connected with any Contract.