1.1 These conditions apply to all contracts for the supply of goods or services by Mainline Bearings (the Company) and each such contract is referred to below as the contract
1.2. Unless expressly agreed by the Company in writing no condition or warranty inconsistent with these conditions shall apply to the contract.
1.3 No waiver alteration or addition of or to the contract shall be valid unless made in writing by the Company and these conditions shall prevail in the event of their conflicting with the terms and conditions of any order or other document submitted by the customer or any other document forming part of the contract.
3. The Companys estimates and quotations are without engagement and all orders require the Companys acceptance in writing in order to create a contract but whole or partial execution by the Company of an order shall be deemed to be acceptance by the Company of the order on the terms of these conditions.
PRICES CHARGES AND COSTS
3.1 Unless otherwise specified by the Company in writing the Companys prices are quoted ex warehouse Leicester, Leeds or Wolverhampton for UK sales and FOB UK port for international sales and any further packing loading carriage and insurance charges are accordingly payable in addition to quoted prices.
3.2 Quoted prices (whether accepted or not) are subject to increase by the Company to cover variations in cost to the Company of purchase manufacture carriage and insurance where variations in such costs arise between the date of quotation and the date of completion of the contract.
3.3 Where the Companys quotations do not include provision for Value Added Tax the Company reserves the right to increase quoted and invoiced prices and charges by an amount equal to the Value Added Tax payable on any supply of chargeable goods and services made by the Company under the contract.
3.4 The customer shall be exclusively responsible for all customs duties and other costs of importation payable on an international sale of the Companys goods.
4. Where goods or services are supplied to the special order of the customer quoted prices do not include for items not comprised within the contract specification and the Company reserves the right to charge additionally for all such items. Charges shall be raised at the Companys normal rate of charge current at the date of execution or supply of the relevant additional item. Whilst the Company will endeavour to advise the customer before additional charges are incurred the customer shall be deemed to have authorised the Company to incur such additional costs as the Company may reasonably consider to be appropriate and to be in the interests of the customer.
5.1 Unless otherwise specified by the Company terms of payment are strictly net in sterling.
5.2 Payment by the customer is a condition precedent to performance of the Companys obligation under the contract and time of payment is of the essence of the contract. All payments shall be made at the Companys Head Office at Leicester, Leeds or Wolverhampton (unless otherwise requested by the Company) and in the manner stipulated by the Company.
6.1 Subject to 6.2 and 6.3 below and without prejudice to its rights in the event of a breach of contract by the customer the Company reserves the right (without liability to the customer for loss or damage arising therefrom) at the Companys option by written notice to the customer to suspend performance of the Companys obligations under the contract and/or to cancel unfulfilled parts of the contract in whole or in part it by reason of act of God war riot civil disturbance industrial dispute restrictions of supplies government control accident or any other circumstance which the Company cannot by reasonable and bona fide endeavours avoid the Company is prevented from or delayed in performing its obligations under the contract in whole or in part.
6.2 If the Company exercises its right to suspend performance of the contract or to cancel part only of an unfulfilled part of the contract the customer may itself (by written notice to the Company given within seven days of the Companys notice of suspension or partial cancellation) cancel any unfulfilled part of the suspended or partially cancelled contract conditionally on payment by the customer of the Companys fair charges and the Companys expenses in respect of the contract (but limited to the contract price adjusted if appropriate as provided by the contract) to the extent to which such contract shall have been fulfilled and such expenses shall have been committed or incurred by the Company prior to cancellation by the customer.
6.3 The Companys liability in the event of suspension of performance and/or cancellation of the control in whole or in part shall be limited to repayment to the customer (without interest) of any part of the contract price or charge already received by the Company and attributed to any unfulfilled and cancelled part of the contract less any expense committed or incurred by the Company in part performance of the contract prior to cancellation.
DELIVERY AND COMPLETION
7.1 Delivery and completion dates are approximate only and without engagement but the Company will endeavour to meet customers requirements.
7.2 Time shall not (except in respect of payment to the Company) be of the essence of any contract nor shall the Company be under any liability for delay or for the consequences of delay in delivery or other performance of its obligations under any contract (whether such delay arises out of negligence on the part of the Company or its employees sub-contractors or agents or otherwise) unless otherwise expressly agreed by the Company in writing in which case the Companys liability shall be limited to such liquidated damages (if any) as may have been specifically agreed at or prior to formation of the contract.
7.3 Each delivery part delivery and part performance shall be deemed to represent a separate contract and failure of any delivery part delivery or part performance shall not vitiate any contract in respect of any other delivery part delivery or part performance.
7.4 The Company does not supply goods or undertake work on approval and goods are not returnable except for any discrepancies where the responsibility lies with the company.
8.1 Title to each item of goods sold or agreed to be sold shall remain vested in the Company until the full purchase price and all additional charges relating to that item and any other monies for the time being owing by the customer to the Company shall have been paid in full to the Company and pending such a payment all such items of goods held by the customer ( and all products into which such items come to be converted or incorporated) and their proceeds of sale shall be and remain the property of the Company and shall be held by the customer as trustee for the Company but with liberty for the customer to sell or otherwise dispose of such items bona fide for full value in the normal course of the customers trading.
8.2 All and any sale and other disposal proceeds received by or on behalf of the customer in respect of any item of goods title in which is reserved to the Company or which is otherwise the property of the Company shall be received by or on behalf of the customer as trust monies for the Companys account and shall be promptly remitted to the Company.
9. Notwithstanding that under condition 8 above title to any item of goods sold or agreed to be sold may have remained vested in the Company the risk of any loss or deterioration of or damage to any goods appropriated to the contract shall be borne by the customer from the moment of appropriation except in circumstances and to the extent to which the Company has the benefit of insurance for such risk in which event the customer shall (subject to condition 5.4 above) be entitled to the proceeds of such insurance to the extent of the loss deterioration or damage suffered by such goods less the cost of the insurance cover.
10.1 If in the event of non-delivery damage to or deterioration of goods in transit within the United Kingdom the customer shall notify the Company and the carrier (if known to the customer) within 14 days of receipt by the customer of the Companys notification of dispatch (or such shorter period as the carrier may lawfully require as a condition of its accepting liability) the Company will endeavour to claim compensation on the customers behalf from the carrier.
10.2 Any damage or other loss capable of giving rise to a claim against the Company under the contract in connection with defects (whether patent or latent) in any goods or services of the Company and any claim for non-delivery deterioration of or damage to goods or other property whether in transit or otherwise shall be notified in writing to the Company (in case concerning non-delivery or deterioration in transit) within the appropriate period stipulated in 10.1 above or (in any other case where the Companys interests may be prejudiced by late notification) within 14 days of the damage or other loss the subject matter of the potential claim first becoming in whole or in part apparent or discoverable on reasonable enquiry or examination and in default of any such notification the Customers right to persue any claim against the Company related to such damage or loss shall be deemed to have been waived.
10.3 Receipt acknowledgement and investigation by the Company of notification of a claim does not imply admission by the Company of any liability in respect of the claim.
11. Where the Company undertakes work or provides labour at a customers works or at other premises not in the exclusive occupation of the Company the customer shall indemnify the Company against all loss expense and damage incurred by the Company and against all claims by third parties (including the Companys own employees) arising directly or indirectly from defects in or unsuitability of the works or site or of apparatus or plant (other than apparatus or plant provided by the Company) or from negligence or breach of statutory duty on the part of the customer its employees or any third party (other than the companys own employees) and howsoever so arising.
SPECIFICATION AND INDUSTRIAL PROPERTY
12.1 Specifications drawings data literature and statements as to dimensions suitability performance or otherwise issued by the Company in connection with its goods and services are offered in good faith but are intended to be approximate only and shall not be taken to apply to any particular goods or services unless an express and specific guarantee is given to the customer separately in writing.
12.2 Except in any particular case in which the Company expressly agrees in writing to the contrary the customer is responsible for the correct selection of goods and services ordered from or offered by the Company and while the Company may supply drawings make recommendations and give assistance on such matters the customer shall not be entitled to rely on such drawings recommendations or assistance and shall rely solely on such expertise as may be available to the customer from its own or other technical sources.
12.3 The copyright in drawings data and literature relating to the companys goods and services shall remain the property of the Company and (where marked as or otherwise indicated to be confidential) such drawings data and literature and the Companys confidential manufacturing and operating techniques shall not be disclosed or used except necessarily for the purpose of application and use by the customer of the goods in relation to which the drawings data literature or techniques was or were supplied or disclosed.
12.4 The customer shall not alter or deface nor entirely remove any of the Companys registered trade marks as marked by the Company on its goods or while the goods are so marked apply to them any other trade mark or written matter which is likely to create confusion or to injure the reputation of the Companys trade marks.
INSTALLATION MAINTENANCE AND TESTING
13.1 Where the Company undertakes the installation maintenance repair or testing of any goods the customer shall at its own expense provide such layout and other drawings and information and such power compressed air water and other facilities as the Company may require and charges and costs in connection with such work and provision shall be borne by the customer.
13.2 The customer shall bear (in addition to the Companys charges) all travel and subsistence costs incurred by the Companys employees and agents in providing installation maintenance repair testing and other related services.
13.3 The customer shall be responsible for compliance with all statutory requirements and third party rights in connection with the installation and use by the Company of goods to the customers order and shall indemnify the Company accordingly.
14.1 The warranty given under this condition is additional to any warranty separately given to the customer in writing by the Company under or in connection with the contract and (subject to 14.2 below) is in addition to all other provisions conditions warranties and guarantees implied by common law statute trade custom or otherwise.
14.2 The Company offers no warranty in respect of goods materials or services of its suppliers or sub-contractors (except such as may in relation to a particular product or service be specifically given in writing by the Company or specifically contained in written special warranty terms on which the product or service is promoted) and except as against a person dealing as a consumer all conditions warranties and guarantees implied by common law statute trade custom or otherwise in relation thereto are hereby expressly excluded but the Company will (where the Company deems it appropriate and practicable to do so) assist customers to obtain the benefits of such warranties and other related rights as are available to first users of manufactured goods factored by the Company but not of the Companys own manufacture.
14.3 The Company warrants (but subject to the limitations set out in this condition and condition 15 below) that if goods and materials of its own manufacture or any of its own services (but not goods materials or services of its suppliers or sub-contractors or any other third parties) prove under normal conditions not to be free from defects in the Companys workmanship the Company will at its election repair or replace free of charge any parts of such goods or re-execute free of charge any of such services which are found upon examination (for which the customer shall provide full and prompt facilities) to have been defective in the Companys workmanship. This warranty is subject to the following limitations:
14.3.1 The Company shall be under no obligation to make good damage arising from fair wear and tear or to make good faults or damage arising from impact modification inappropriate use or treatment incorrect handling or siting failure to comply with installation use or maintenance instructions or exposure to corrosive substances.
14.3.2 The benefit of each warranty shall apply only to the Companys original customer.
14.3.3 Warranty claims shall be notified in detail and in writing to the Company within 52 weeks (or such other warranty period expressly accepted by the Company or advertised by the Company in promotional material current at the date of the relevant contract) of delivery or (in the case of services) practical completion and (in every case where the Companys interests may be prejudiced by late notification) within 30 days of the grounds for the claim becoming apparent or discoverable on reasonable examination and all claims not so notified shall be deemed to have been waived.
LIMITATION OF LIABILITIES AND INDEMNITIES
15.1 The liabilities (if any) of the Company its agents and its employees for breach of and for negligence in connection with the contract and any related representation collateral contract warranty or agreement shall be strictly limited (except as to the Companys liability for death personal injury resulting from negligence and liability arising by implication of law to persons dealing as consumers) to the provision of these conditions and (subject to condition 16 below) such liabilities (except as aforesaid but when aggregated with any liabilities so excepted) shall not exceed in the aggregate £2,000,000 arising out of any one occurrence.
15.2 The customer shall indemnify the Company its agents and employees (on whose behalf the Company contracts for this purpose) against all claims by and all loss and damage to any other person firm company or property directly or indirectly connected with the acquisition sale use operation or possession of any goods supplied or agreed to be supplied or any services provided or agreed to be provided by the Company under the contract (whether such claim loss or damage arises from breach of contract or of third party rights or by or from negligence of the Company its employees suppliers sub-contractors or agents or otherwise) to the extent to which such claims shall with the liabilities (if any) referred to in 15.1 above exceed in the aggregate £2,000,000 arising out of any one occurrence and such indemnity shall continue in force in relation to the subject matter of the contract notwithstanding that the parties remaining obligations under the contract shall have been discharged or otherwise terminated.
15.3 Where the Company supplies goods or undertakes services for a customer not dealing as a consumer to that customers specifications (whether or not such specifications are incorporated in whole or in part in the Companys own specifications) the Company shall have no liability for any defects derived in whole or part from any specification given by or on behalf of the customer and the customer shall indemnify the Company against all actions costs claims and demands and all liabilities arising from compliance with the customers specifications.
16. The customer shall be entitled at any time within fourteen days after formation of the contract by written notice to the Company to elect to increase the aggregate limit of £2,000,000 on the Companys liability for breach of contract and negligence (as such limit is specified in conditions 15.1 and 15.2 above) to such increased aggregate limit as the customer may specify in its notice of election and the customer shall then disclose to the Company a pre-estimate of the maximum loss or damage in respect of any one occurrence in excess of £2,000,000 likely to accrue to the customer from breach of contract by the Company or from the Companys negligence in connection with the contract and in that event the Company shall use bona fide endeavours as soon as practicable to obtain additional insurance against the risk of such loss or damage as disclosed by the customer in excess of the first £2,000,000 in aggregate arising out of any one occurrence (the proceeds if any of such insurance to be applied by the Company in making good such loss or damage as may arise) and to add the cost of such insurance to the contract price such cost being payable by the customer to the Company on demand against production of a receipt for the insurance premium paid and the limitations on the Companys liabilities under conditions 15.1 and 15.2 above shall (conditionally on such payment by the customer) on the commencement of such insurance be varied so as not to apply to the contract to the extent to which the proceeds (if any) of such insurance are available to satisfy such liabilities.
INTERPRETATION AND LAW
17.1 These conditions shall be interpreted without reference to their headings.
17.2 All the Companys contracts are deemed to be made at Leicester, Leeds or Wolverhampton and shall be governed by the Laws of England and customers shall submit themselves to the jurisdiction of the English Courts.
17.3 The international rules for the interpretation of trade terms known as Incoterms 1953 as amended from time to time shall apply to all the Companys contracts but subject to the remainder of these conditions which (in the event of inconsistency) shall prevail.