1.1 Unless otherwise expressly agreed in writing by Renold every sale of goods ("the Goods") and/or refurbishment of Goods (whether manufactured or supplied by Renold or not), servicing of Goods, giving advice as to which type of Goods are required for a particular function, installation of Goods, site surveys, commissioning and training of the buyer's employees agents and subcontractors ("the Services") by Renold shall be subject to these Conditions to the exclusion of any other terms.

1.2 No officer employee or agent of Renold has authority to contract on any conditions other than these Conditions nor to amend vary or waive these Conditions or to make any binding representation or warranty in respect of the Goods and/or Services otherwise than in writing with the express authority of Renold.

1.3 Renold's quotations do not constitute an offer. Orders placed with Renold shall not be binding on Renold or deemed accepted by it unless and until Renold accepts the order either orally or in writing or there is implied acceptance on the part of Renold by its fulfilment of the order.

1.4 Unless earlier withdrawn or unless the quotations otherwise state quotations are open for acceptance for the period of thirty days from the date of the quotation.

Except as otherwise agreed in these conditions all drawings designs descriptive matters samples specifications catalogues brochures photographs technical literature and advertising matter are published or issued for the sole purpose of giving an approximate idea of the Goods or services described in them and no information contained in any of them or in any other document whatever shall form part of the contractual description of the Goods and/or Services nor shall they form part of any contract and Renold shall not be liable for any inaccuracies or omissions in them. Renold reserves the right to make without notice such reasonable modifications in specifications descriptions designs materials or finishes as it deems necessary or desirable. The buyer shall not be entitled to object to or reject the Goods and/or Services or any of them by reason of such reasonable modifications.

3.1 To the best belief of Renold all Goods comply in all respects with the requirements of the Health and Safety at Work etc. Act 1974 ("the Act"). Subject as provided in these Conditions if a competent authority under the Act declares that the Goods are unsafe or a risk to health in any respect the buyer shall notify Renold immediately and Renold shall at the buyer's expense make such modification to the Goods or supply such additional or replacement parts for the Goods as such authority shall consider necessary to ensure that the Goods comply with any necessary requirements.

3.2 The buyer shall ensure that the Goods will be safe and without risk to health when properly used and in particular (without prejudice to the foregoing) the buyer shall ensure that the Goods are used in accordance with any instructions which Renold may supply. If the buyer fails to comply with the foregoing provisions of this clause then:

4.1 The price for each consignment of the Goods will be Renold's list price published on the date on which the consignment is despatched to the buyer except that Renold will be entitled to charge a premium for Goods which Renold deems are delivered within a short space of time. The price for the Services will be Renold's price stated on the date on which the Services are carried out.

4.2 Unless otherwise agreed in writing by Renold all prices quoted are exclusive of Value Added Tax, insurance, carriage and delivery charges.

4.3 Renold will be entitled to charge Renold's prescribed minimum value (current at the date of sale of the Goods) if the buyer orders Goods (other than spares for Goods) on credit to a value below Renold's prescribed minimum value.

5.1 Unless otherwise agreed by Renold in writing the price for the Goods and/or Services and any charges payable shall be due in the case of Goods when the buyer orders them and in the case of Services when the services are supplied.

5.2 Where Goods are supplied to the buyer on credit, Renold shall invoice the buyer for the Goods on delivery and, unless otherwise agreed by Renold in writing, the buyer shall pay for the Goods no later than the 20th day of the month following the month of invoice.

5.3 The buyer shall not be entitled to any deductions, discounts or rebates for prompt or early payment.

5.5 Interest shall be charged by Renold at 4% over Barclays Bank PLC's base lending rate for the time being in force on all sums overdue for payment as well before as after judgment.

5.6 The buyer shall pay the price of the Goods and/or Services (including any increased price payable under these Conditions) and all charges due hereunder without any deduction whether by way of set-off counterclaim or otherwise.

5.7 If the buyer fails to make any payment when it is due Renold may without prejudice to any other remedy it may have:

6.1 Unless otherwise agreed by Renold in writing delivery of the Goods shall take place at Renold's premises.

6.2 Where by agreement delivery of the Goods is to take place at the buyer's premises and is to be effected by a carrier or by Renold the buyer shall be responsible for the delivery charges and Renold shall not be liable in respect of any damage in transit howsoever caused (including negligence) unless notice in writing is given to the carrier and to Renold within seven working days (or in the case of non-delivery within seven working days of the date when the Goods would in the ordinary course of events have been received) whichever is the earlier.

6.3 For any damage in transit or non-deliveries Renold's liability will only be to replace the Goods within a reasonable time subject to the Goods being returned to Renold immediately.

6.4 Unless otherwise expressly agreed times or dates quoted by Renold for despatch of Goods and/or completion of the Services are intended as an approximate estimate only and time of delivery shall not be of the essence of the contract. Every endeavour will be made to adhere to such times or dates but Renold does not give any other undertaking in that regard and Renold shall not be liable to the buyer for any loss or damage (whether direct indirect or consequential) sustained by the buyer as a result of Renold's failure to comply with such delivery dates.

6.5 If for any reason the buyer fails to accept delivery of the Goods the buyer shall remain liable to pay the price for the Goods with interest at the times and at the rate specified in these Conditions and (without prejudice to any other right conferred upon it in that event by these terms or by law) at Renold's option Renold shall be entitled to store the Goods and the buyer shall be liable to Renold for the reasonable cost of such storage and shall be responsible for all loss or damage to the Goods howsoever arising (including loss or damage caused by the negligence of Renold) or Renold shall be entitled to cancel the contract.

6.6 Where the buyer requests extra or special packing Renold shall be entitled to charge the full cost of the same. Any such packing shall be at the buyer's own risk and no warranty is given as to the suitability or fitness or otherwise of such packing for its purpose.

6.7 The buyer will at its own cost, unless otherwise agreed in writing, supply all machinery equipment and labour, lay on all services and make all other preparations as shall be necessary for the off-loading commissioning and/or testing installation and proper working delivery of the Goods and/or supply of Services at the buyer's premises.

7.1 Property in the Goods shall not pass to the buyer until the price of the Goods and every other sum whatsoever which is due from the buyer to Renold whether under this contract or otherwise howsoever have been received by Renold in cash or cleared funds.

7.2 The provisions of clause 7.1 shall apply notwithstanding that the Goods have been affixed to or incorporated in real or other property.

7.3 Until the property in Goods delivered shall have passed to the buyer in accordance with clause 7.1 the buyer shall keep the Goods in a fiduciary capacity as bailee and shall store them in such a way that they are identifiable as the property of Renold and are separate from all other Goods in the possession of the buyer.

7.4 Notwithstanding clause 7.1 the buyer shall be entitled to use or sell the Goods in the normal course of the buyer's business but only on the following conditions:

7.5 At any time before the property in the Goods shall have passed to the buyer in accordance herewith Renold may by notice in writing to the buyer determine the buyer's right to use or sell the Goods without prejudice to any of its other rights and the buyer shall thereupon at its own cost return the Goods to Renold and shall cease to be in possession of the Goods with the consent of Renold. At any time after the giving of such a notice Renold may enter upon any premises where the Goods are or are reasonably believed to be and may remove the Goods.

7.6 Notwithstanding the foregoing:

7.7 Nothing in this clause shall in any way limit or modify the buyer's obligation to pay for the Goods in accordance with these Conditions.

8.1 Subject to clause 21.3, Renold warrants that subject to the normal limits of industrial quality the Goods shall at the time of despatch and, unless otherwise agreed by Renold in writing, for twelve months after that date be reasonably fit for the purpose for which the buyer has given written details (if any) to Renold prior to the contract and be of satisfactory quality and subject to clause 2.1 correspond with the description to which they are sold. If any Goods do not conform to that warranty Renold will at its option repair or replace the Goods but the buyer (and not Renold) shall be responsible for the cost and expense of re-delivering the same and the cost of removing defective goods (including all travelling and other expenses) and supplying any materials or substances previously supplied by or on behalf of the buyer and the Goods shall remain at the risk of the buyer at all times. In the case of parts sent to the buyer with which the buyer repairs the Goods, once the buyer has tampered with the Goods the warranty is invalidated.

8.2 In the case of the Services Renold warrants that the Services will be carried out with reasonable skill and care.

8.3 The foregoing warranties under clauses 8.1 and 8.2 of this Condition are conditional upon:

8.4 The total liability of Renold for any loss of the buyer in respect of any one event or series of connected events (excluding indirect or consequential loss or damage howsoever caused) shall in the case of orders for Goods and/or Services for less than £20,000 (excluding VAT) be the value of the order, and in the case of orders exceeding that amount be the higher of £20,000 or 85% of the order value.

8.5 Save as otherwise provided in this clause and to the extent permitted by law:

8.6 Nothing contained in these Conditions shall be construed as an attempt to exclude or limit the liability of Renold in negligence for the death of or injury to any person.

8.7 Where Goods are not manufactured or processed by Renold, Renold gives no warranty as to patent registered design copyright and other industrial property rights in or in connection with the Goods and/or Services.

8.8 Renold accepts no responsibility for any drawing design or specification not prepared by Renold and Renold gives no warranty guarantee representation or opinion on the practicability of construction or of the efficacy safety or otherwise of materials to be supplied or work to be executed by Renold in accordance therewith and the buyer shall be responsible for the cost of any additional work caused by defects in any such drawings designs or specifications.

9.1 In addition to any other right or lien to which Renold may by law or the other terms hereof be entitled Renold shall be entitled to a general lien on all the goods and property of the buyer in Renold's possession whether paid for or not and the right of sale of such Goods and property at Renold's sole discretion for any unpaid money due under the terms of any contract between Renold or any Associated Company of Renold and the buyer or any Associated Company of the buyer.

9.2 For the purposes of this clause a company is to be treated as another's "Associated Company" if one of the two has control of the other (whether directly or indirectly) or both are under the control of the same person or persons (whether directly or indirectly) and for the purposes of this definition the expression "control" shall have the meaning attributed thereto by Section 416 of the Income and Corporation Taxes Act 1988.

9.3 Renold shall have the right to put any Goods or property over which it has a lien into a saleable state by any means whatsoever and (without prior notice to the buyer) to sell such Goods whether by private treaty or otherwise on such terms as Renold may agree at Renold's sole discretion. Out of the proceeds of sale Renold shall be entitled to retain a sum equivalent to all unpaid monies due to it from the buyer as aforesaid together with the cost of putting the Goods into a saleable state as aforesaid and the expenses of sale and any balance shall be paid to the buyer.

10.1 In the event of:

Renold shall be entitled to suspend all or any work on or future deliveries and instalments of the Goods and/or the provision of Services under this or any other contract and on written notice to cancel the undelivered portion of this or any contract between the buyer and Renold and sell the Goods elsewhere and/or deem that the whole of the price under this or any other contract shall be payable immediately.

10.2 In the event of any such cancellation by Renold in accordance with clause 10.1 or any cancellation and/or repudiation of the contract by the buyer Renold shall be entitled to recover as damages from the buyer all loss and damage of whatever kind consequential or otherwise which Renold shall sustain in connection with such cancellation.

10.3 The exercise of the rights conferred by this Condition shall be without prejudice to any other right enjoyed by Renold pursuant to these Conditions or by law including in particular the right to recover the Goods or the proceeds thereof from the buyer pursuant to the next clause.

Where more than one item of Goods is included in any order Renold shall be entitled to make delivery by instalments. In such cases the despatch date shown on Renold's acceptance of order shall be deemed to be the estimated delivery date of the first instalment and the remaining instalments will be delivered within a reasonable time of the first instalment. The contract shall be construed as a separate contract in respect of each instalment. Nevertheless failure to accept delivery of and/or pay for any instalment shall entitle Renold at its option to treat the contract as repudiated or alternatively to store the Goods at the buyer's risk and the buyer shall be liable to Renold for the reasonable cost of doing so.

12.1 If events beyond Renold's reasonable control including strikes, lock-outs and other industrial disputes (in each case whether or not relating to Renold's workforce) prevent or hinder Renold from delivering the Goods and/or performing the Services in accordance with the contract the date or dates for delivery and/or performance shall be extended by the period of delay caused by such events and the price shall be increased to cover any increased costs caused by such delay.

12.2 If the period of delay extends beyond a reasonable period then Renold shall in its absolute discretion be entitled to withhold suspend or cancel in whole or in part the contract and/or the delivery of any of the Goods and/or the performance of any of the Services and the buyer shall be liable to pay in respect of the Goods already delivered and not paid for and/or for the Services provided and not paid for such amount as may be determined by Renold to be a rateable proportion of the total contract price and the cost of manufacturing or adapting to the buyer's design or specification any Goods already manufactured or adapted for which there is no other market readily available to Renold at the contract price. A written certificate from Renold showing that rateable proportion being conclusive evidence as to the amount of such proportion.

12.3 If Renold shall tender to the buyer less than the contractual quantity of Goods or shall tender any Goods late the buyer shall accept and pay for the Goods so tendered.

13.1 The buyer shall not use the Goods or any specifications designs or drawings or any other information supplied by Renold for the purpose of designing or manufacturing identical Goods without Renold's prior written consent. All patent registered design copyright and other industrial property rights in or in connection with the Goods which Renold may have shall remain the property of Renold.

13.2 The buyer shall indemnify Renold against all charges damages penalties costs and expenses to which Renold may become liable as a result of work done or Goods supplied in accordance with the buyer's instructions which involves the infringement of any letters patent trade marks copyright or registered design or other rights of any third party.

The buyer shall promptly furnish all designs, equipment, personnel information and instructions necessary for Renold to be able to undertake the work in performance of the contract and the buyer shall compensate Renold for all loss and expense incurred by Renold by reason of any error, defect or omission therein or by reason of any other act or in them on the part of the buyer.

The buyer shall indemnify Renold against all costs claims demands proceedings charges and expenses for which Renold may become liable in respect of the Goods and/or Services except to the extent that liability is specifically assumed by Renold under these Conditions.

Any failure by Renold to exercise any rights under these Conditions shall not constitute

a waiver or prevent the subsequent exercise of such rights.

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions shall not be affected by them.

18.1 Any notice required to be given or served under these Conditions shall be addressed in the case of a notice to be given to or served on the buyer at the address of the buyer shown on the contract or invoice (or if none its registered office for the time being in the case of a Company or in any other case its last known address) and in the case of Renold at its registered office for the time being.

18.2 Any notice required to be given or sent under these Conditions may be given or served either:-

19.1 Where the buyer requires Renold to carry out tests on the Goods, Renold may charge the buyer at a reasonable rate for work done and materials used in testing.

19.2 Where Renold carries out work at the buyer's request at any place other than its own premises, without prejudice to any other remedy Renold may have, the buyer shall indemnify Renold against any losses it may suffer (including any damages, costs and expenses it may have to pay) as a result of damage to Renold's property or claims against Renold by its employees or by any third party where the losses arise from the nature condition or state of repair of the place or any materials or equipment in that place or from any negligence of the buyer, its servants or agents or any third party.

20.1 In relation to any orders for which the buyer supplies Renold with its own blanks, patterns or other materials ("the Materials") clause 8.4 shall apply as if a reference to the price of the Services were substituted for the reference to the price of the Goods.

20.2 Where any Materials prove to be unsuitable for the treatment of Renold is required to give them, the buyer shall pay Renold for all work done and indemnify Renold against any loss or damage it may have suffered through their unsuitability.

21.1 If the buyer wishes Renold to refurbish Goods the buyer will (at the buyer's cost) return the Goods to Renold.

21.2 Renold will provide a quotation for the refurbishment of the Goods. If Renold provides an estimate without having seen the Goods then Renold will not be bound by this estimate and shall provide a quotation once it has seen the Goods but prior to carrying out the work.

21.3 In the case of parts added to Goods during refurbishment Renold warrants that subject to the normal limits of industrial quality the parts shall at the time of delivery and, unless otherwise agreed by Renold in writing, for twelve months after that date be of satisfactory quality.

21.4 The buyer agrees to indemnify and keep Renold indemnified from and against all costs, expenses, liabilities, injuries, losses, damages, claims, demands or legal costs (on a full indemnity basis) and judgments which Renold incurs or suffers as a consequence of a fault in Goods supplied by the buyer to Renold for refurbishment.

These Conditions and their construction shall be governed by English law and the buyer and Renold shall submit to the jurisdiction of the English Courts.