835 623

Terms of Sale

1. General
All orders should be sent direct to: SK Bearings, Pampisford, Cambridge, CB22 3HG, England.

2. Telephoned Orders
These will only be permitted in exceptional circumstances. All such orders will be construed and carried out in accordance with verbal instructions but no liability can be accepted for any inconsistency between these and written confirmation we may subsequently receive from the Buyer.

3. Construction of Contract
3.1 These conditions apply to all orders and contracts relating to the supply of our products and override any conditions stipulated by the Buyer unless otherwise agreed by us in writing.

3.2 Any order placed with us for the supply of products will not be binding until it is formally accepted in writing by one of our authorised representatives.

3.3 There shall be deemed to be a separate contract in relation to each delivery of products supplied by us to the Buyer.

3.4 Unless otherwise agreed in writing by the parties, these conditions shall constitute the entire agreement between us and the Buyer in connection with the supply of products and no representations, warranties, undertakings (express or implied) made by us or on our behalf or by statute shall give rise to any liability on our part unless we are precluded by statute from avoiding liability for any such representation, warranty or undertaking.

3.5 Every price for products quoted by us is based upon these conditions and reflects the limitations upon our liability referred to in these conditions.

3.6 Any contract made between us and the Buyer cannot be varied or cancelled otherwise than upon terms expressly agreed by us and the buyer.

4. Prices
4.1 We reserve the right to revise prices and discounts without prior notice.

4.2 Unless otherwise agreed by us in writing, any price quoted by us is exclusive of delivery and packing charges and Value Added Tax.

5. Terms of Payment
5.1 All accounts must be settled in full by the end of the month following the date of the invoice or otherwise as agreed in writing.

5.2 Value Added Tax will be charged extra at the appropriate rate.

5.3 Interest at the rate of 15 per cent per annum or three per cent above the Base Lending Rate for the time being of Lloyds Bank Plc, whichever is the greater, will be charged on all overdue accounts.

5.4 The Buyer must not withhold payment of any amount due to us pursuant to these conditions for any reason whatsoever which it is alleged may excuse the Buyer from performing its obligations under these conditions.

6. Cancellation
Orders or contracts may not be cancelled except with our consent in writing and subject to terms which will indemnify us against loss.

7. Carriage & Packing
Carriage and Packing is charged at our discretion by reference to freight rates in force from time to time.

8. Specification
We are constantly seeking to improve our products and reserve the right to alter the design or specification of any of our products at any time without notice or liability.

9. Claims
Claims in respect of delivery of the wrong products or in respect of short delivery must be notified to us within three days of receipt of the products and in any case before they are fixed, fitted or in any other way used.

10. Delivery
10.1 All dates quoted for despatch are estimates only and are not guaranteed.

10.2 We will endeavour to meet these dates but shall have no liability for any delay in despatch or delivery or any damage or loss occasioned thereby.

10.3 We may deliver products pursuant to any order by instalments.

11. Loss or Damage in Transit
11.1 The products shall be at the Buyer's risk during transit unless otherwise expressly agreed by us.

11.2 If we expressly accept responsibility for products in transit, we shall not be liable for any damage or loss in transit or shortage in delivery unless a separate notice in writing is given to both the carrier and to ourselves:-

11.2.1 in the case of damage within three days of receipt of the products and a complete claim in writing within five days from receipt of the products

11.2.2 in the event of loss of products both notice and claim must be received by us within the time stipulated by the carrier.

12. Returned Goods
12.1 Before any products are returned our consent in writing must be obtained.

12.2 Such products must be delivered all charges paid to us at Pampisford, Cambridge, CB22 3HG.

12.3 Such products must be received by us in good condition suitable for re-sale before any question of credit or replacement can be considered.

13. Guarantee
13.1 If a customer brings to our notice any fault in the quality of our products at any time within twelve months of purchase and we are satisfied that the products were not of merchantable quality or were unfit for the purpose for which they were supplied by us we shall replace such faulty products free of charge.

13.2 Except for liability for death or personal injury arising as a consequence of our negligence, we shall not be liable in any circumstances for any loss or damage consequential or otherwise howsoever caused and our liability hereunder is limited to the replacement of any faulty products as above.

13.3 In determining whether we have supplied defective products under this agreement the quality of such products shall be judged by reference to the applicable British Standards or (if appropriate) other similar guidelines.

14. Use of Products
14.1 Products are supplied by us on the understanding that they will be used in the United Kingdom.

14.2 Notwithstanding any other provision contained herein, we shall not be liable for any loss or expense suffered by the Buyer or any other person if any product is supplied by us to the Buyer is used outside the United Kingdom without our prior written approval.

14.3 The Buyer shall indemnify us in respect of all damages, costs, charges, expenses and other liabilities which we may incur in connection with any products supplied by us to the Buyer which are subsequently transported and/or used outside the United Kingdom without our express approval.

15. Termination
Without prejudice to any other rights which we may have we shall be entitled to terminate any contract forthwith and demand immediate payment of any amount due or accruing to us thereunder if the Buyer

15.1 commits any breach thereof; or

15.2 commits any breach of these terms and conditions; or

15.3 becomes insolvent or enters into a composition with or for the benefit of the Buyer's creditors or (being a body corporate) has a Receiver or Administrator appointed over its undertaking or assets or goes into liquidation.

16. Risk and Title
16.1 We retain ownership of the products and shall be entitled to dispose of them until whichever of the following two events occurs first:-

16.1.1 we have received unconditional payment in full for all the products subject to this contract and the full price of any other products supplied by us to the Buyer; or

16.1.2 property in the products passes to a purchaser from the Buyer by way of bona fide sale at full market value.

16.2 If payment is overdue in whole or in part we may (in addition to our other rights) recover or resell the products and for that purpose we and persons authorised by us are irrevocably licenced to enter the Buyer's premises or any other premises where we believe the products to be.

16.3 Payment shall become due immediately upon the commencement of any act or proceeding in which (in our opinion) the Buyer's solvency is involved, or upon the occurrence of any event which (in our opinion) places in jeopardy our title to the products.

16.4 The Buyer is licenced by us to sell the products. The Buyer shall hold the proceeds of sale as trustee for us and (if we so require by written notice to the Buyer) shall procure that those of such proceeds as are received after service of that notice are not mingled with their money or paid into an overdrawn bank account and that they shall be identified as our money.

16.5 The Buyer is licenced by us to cause our products to be incorporated in or used as material for other products. Those other products shall be held by the Buyer as trustee for us upon trust to sell them and to account to us for a sum out of the proceeds out of the sale equal to either

16.5.1 all sums due to us in respect of products supplied by us to the buyer; or

16.5.2 the proportion of those proceeds represented by the purchase price of the products supplied by us incorporated herein in proportion to the total purchase price of all products incorporated therein whichever is less.

16.6 For the purposes of this clause products still in the Buyer's possession shall be deemed to be those delivered most recently by us unless the contrary is proved.

16.7 We may by notice to the Buyer cause ownership in all or any part of the products specified in the notice to pass to the Buyer.

17. Indemnity
Where any products supplied by us pursuant to these conditions are produced to the Buyer's designs, plans or specifications the Buyer shall indemnify us and keep us indemnified against all actions, claims, costs, damages or losses incurred by us for the infringement or alleged infringement of any patent, registered design, trademark, copyright or similar protection in respect of the products so produced and/or as a consequence of such designs, plans or specifications proving to be defective in any way or leading to the manufacture of a defective product.

18. Fixing and Application
Fixing and application of our products is the responsibility of the Buyer and is not the responsibility of ourselves.

19. Applicable Law
All rights and obligations arising in connection with the supply of our products shall be governed by the laws of England and the Buyer submits to the non-exclusive jurisdiction of the Courts of England.