Terms & Conditions

1. Definitions
In this document the following words shall have the following meanings:
1.1 “Buyer” means the organisation or person who buys Goods from the Seller;
1.2 “Conditions” means the terms and conditions of sale set out in this document
and any special terms and conditions agreed in writing by the Seller;
1.3 “Delivery date” means the date specified by the Seller when the Goods are to
be delivered;
1.4 “Goods” means the articles to be supplied to the Buyer by the Seller;
1.5 “Intellectual Property Rights” means all patents, registered and unregistered
designs, copyright, trademarks, know-how and all other forms of intellectual
property wherever in the world enforceable;
1.6 “Price” means the price set out in the list of prices of the Goods maintained by
the Seller as amended from time to time or such other price as the parties may
agree in writing plus such carriage, packing, insurance or other charges or interest
on such as may be quoted by the Seller or as may apply in accordance with these
conditions;
1.7 1.7 “Seller” means Typhoon Performance Products Limited, G1, PTMC, Marsh
Lane, Preston, PR1 8UQ, Lancashire, England.
2. General
2.1 These conditions shall apply to all contracts for the sale of Goods by the Seller
to the Buyer to the exclusion of all other terms and conditions including any terms
or conditions which the Buyer may seek to apply under any purchase order, order
confirmation or similar document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase
Goods pursuant to these Conditions.
2.3 Acceptance of delivery/shipment of the Goods shall be deemed conclusive
evidence of the Buyer’s acceptance of these Conditions. These conditions will be
the only conditions applicable to an order even if other variations are
subsequently agreed after order placement.

2.4 Any variation to these Conditions (including any special terms and conditions
agreed between the parties including without limitation as to discounts) shall be
inapplicable unless agreed in writing by the Seller.
2.5 Any advice, recommendation or representation given by the Seller or its
employees or agents to the Buyer or its employees or agents as to the storage,
application or use of the Goods or otherwise which is not confirmed in writing by
the Seller is followed or acted upon entirely at the Buyer’s own risk, and,
accordingly, the Seller shall not be liable for any such advice, recommendation or
representation which is not so confirmed.
2.6 Nothing in these Conditions shall affect the statutory rights of any Buyer
dealing as a consumer.
3. Price and Payment
3.1 Payment of the Price is strictly cash with order unless a credit account has
been established with the Seller in which event payment of the Price is due 30
days following the date of invoice. All goods are sold EXW UK, unless specifically
agreed at the time of order.
3.2 The Seller shall be entitled to charge interest on overdue invoices from the
date when payment becomes due interest to accrue from day to day until the date
of payment at a rate of 4% per annum above the base rate of the Bank of England
from time to time.
3.3 The Seller reserves the right to grant, refuse restrict, cancel or alter credit
terms at its sole discretion at any time.
3.4 If payment of the Price or any part thereof is not made by the due date, the
Seller shall be entitled to:
3.4.1 require payment in advance of delivery in relation to any Goods not
previously delivered;
3.4.2 refuse to make delivery of any undelivered Goods whether ordered under
the contract or not and without incurring any liability whatever to the Buyer for
non-delivery or any delay in delivery;
3.4.3 appropriate any payment made by the Buyer to such of the Goods (or Goods
supplied under any other contract) as the Seller may think fit and /or charge a
cancellation fee in the event of order cancellation
3.4.4 terminate the contract.

4. Description
Any description given or applied to the Goods is given by way of identification only
and the use of such description shall not constitute a sale by description. For the
avoidance of doubt, the Buyer hereby affirms that it does not in any way rely on
any description when entering into the contract.
5. Samples
Where samples of the Goods are shown to and inspected by the Buyer, the parties
hereto accept that such samples are so shown and inspected for the sole purpose
of enabling the Buyer to judge for itself the quality of the bulk, and not so far as
to constitute a sale by sample.
6. Delivery
6.1 Unless otherwise agreed in writing, delivery of the Goods shall take place at
the address specified by the Buyer on the date specified by the Seller. The Buyer
shall make all arrangements necessary to take delivery of the Goods whenever
they are tendered for delivery.
6.2 The date of delivery specified by the Seller is an estimate only. Time for delivery
shall not be of the essence of the contract and while every reasonable effort will
be made to comply with such dates, compliance is not guaranteed and the Buyer
shall have no right to damages or to cancel the order for failure for any cause to
meet any delivery date stated.
6.3 If the Seller is unable to deliver the Goods for reasons beyond its control, then
the Seller shall be entitled to place the Goods in storage until such time as delivery
may be affected and the Buyer shall be liable for any expense associated with
such storage.
6.4 If the Buyer fails to accept delivery or arrange collection of Goods on the
delivery/shipment date or within 3 days of notification that they are ready for
despatch/collection whether prior to or after the delivery/collection date the Seller
reserves the right to invoice the Goods to the Buyer and charge him therefore or
to cancel the order and charge a cancellation fee. Additionally, the Buyer shall
then pay reasonable storage charges or demurrage as appropriate in the
circumstances until the Goods are either dispatched to the Buyer or disposed of
elsewhere.
6.5 The Seller shall be entitled to deliver the Goods by instalments and where the
Goods are so delivered, each delivery shall constitute a separate contract and
failure by the Seller to deliver any one or more of the instalments in accordance
with these Conditions or any claim by the Buyer in respect of any one or more

instalments shall not entitle the Buyer to treat any other related contract as
repudiated.
6.6 Where the Buyer requires delivery of the Goods by instalments, rescheduling
requires the Seller’s written agreement and will not be possible unless at least 1
month’s written notice is provided and so agreed. Each delivery shall constitute a
separate contract and failure by the Buyer to pay the Price in respect of any
instalment shall entitle the Seller to treat any other related contract as repudiated
in addition to any other rights of the Seller pursuant to these Conditions.
6.7 Notwithstanding that the Seller may have delayed or failed to deliver the
Goods (or any of them) promptly the Buyer shall be bound to accept delivery and
to pay for the Goods in full provided that delivery shall be tendered at any time
within 3 months of the delivery date.
7. Acceptance
7.1 The Seller is a manufacturer of goods and the Buyer is exclusively responsible
for ascertaining the use to which they will be put and for determining their ability
to function for that purpose.
7.2 The Buyer is required to test Goods upon delivery and shall be deemed to
have accepted the Goods 14 days after delivery to the Buyer. Accordingly, no claim
for defect, damage or quality will be entertained (without prejudice to the Seller’s
other rights pursuant to these Conditions) unless written notice together with all
supporting evidence is received by the Seller within 14 days of delivery. After
acceptance the Buyer shall not be entitled to reject Goods which are not in
accordance with the contract.
7.3 The Buyer shall not remove or otherwise interfere with the marks or numbers
on the Goods.
7.4 The Buyer shall accept delivery of the Goods tendered notwithstanding that
the quantity so delivered shall be either greater or lesser than the quantity
purchased provided that any such discrepancy shall not exceed 5%, the Price to
be adjusted pro-rata to the discrepancy.
8. Risk and Title
8.1 Risk of damage or loss of the Goods shall pass to the Buyer in the case of
Goods to be collected at the Seller’s premises, at the time when the Seller notifies
the Buyer that the Goods are available for collection, or in the case of Goods to be
delivered otherwise than at the Seller’s premises, at the time of delivery.
8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other
provision of these conditions, the property in the Goods shall not pass to the

Buyer until the Seller has received in cash or cleared funds payment in full of the
Price of the Goods and of all other Goods agreed to be sold by the Seller to the
Buyer for which payment is then due.
8.3 Until such time as the property in the Goods passes to the Buyer, the Buyer
shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the
Goods separate from those of the Buyer and third parties and properly stored,
protected and insured and identified as the Seller’s property.
8.4 Until payment of the Price the Buyer shall be entitled to resell or use the Goods
in the course of its business but shall account to the Seller for the proceeds of sale
or otherwise of the Goods, whether tangible or intangible including insurance
proceeds, and shall keep all such proceeds separate from any monies or property
of the Buyer and third parties and, in the case of tangible proceeds, properly
stored, protected and insured.
8.5 Until such time as the property in the Goods passes to the Buyer (and provided
that the Goods are still in existence and have not been resold) the Seller shall be
entitled at any time to require the Buyer to deliver up the Goods to the Seller and
if the Buyer fails to do so forthwith to enter upon any premises of the Buyer or of
any third party where the Goods are stored and repossess the Goods.
8.6 The Buyer shall not be entitled to pledge or in any way charge by way of
security for any indebtedness any of the Goods which remain the property of the
Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall
(without prejudice to any other right or remedy of the Seller) forthwith become
due and payable.
8.7 The Seller shall be entitled to recover the Price notwithstanding that property
in any of the Goods has not passed from the Seller.
9. Insolvency of Buyer
9.1 If the Buyer fails to make payment for the Goods in accordance with the
contract of sale or commits any other breach of this contract of sale or if any
distress or execution shall be levied upon any of the Buyer’s property or the Goods
or if the Buyer offers to make any arrangement with its creditors or commits an
act of bankruptcy or if any petition in bankruptcy is presented against the Buyer
or the Buyer is unable to pay its debts as they fall due or if being a limited company
any resolution or petition to wind up the Buyer (other than for the purpose of
amalgamation or reconstruction without insolvency) shall be passed or presented
of if a receiver, administrator administrative receiver or manager shall be
appointed over the whole or any part of the Buyer’s business or assets or if the
Buyer shall suffer any analogous proceedings under foreign law or if any such

matter as provided for in this clause is reasonably apprehended by the Seller all
sums outstanding in respect of the Goods shall become payable immediately.
9.2 The Seller may in the circumstances set out in clause 9.1 above also in its
absolute discretion, and without prejudice to any other rights which it may have,
exercise any of its rights pursuant to clause 8 above.
10. Warranties
10.1 Where the Goods are found to be defective, the Seller shall, replace defective
Goods free of charge within a one month period – if they were acceptable from
the date of delivery, subject to the following conditions;
10.1.1. the Buyer notifying the Seller in writing immediately upon the defect
becoming apparent;
10.1.2. the defect being due to faulty design, materials or workmanship;
10.2 Any Goods to be repaired or replaced shall be returned to the Seller at the
Buyer’s expense, if so requested by the Seller.
10.3 The Seller shall be entitled in its absolute discretion to refund the Price of the
defective Goods in the event that the Price has already been paid.
10.4 The remedies contained in this Clause are without prejudice and subject to
the other Conditions herein, including, but without limitation, to conditions 11 and
12 below.
11. Liabilities
11.1 No liability of any nature shall be incurred or accepted by the Seller in respect
of any representation made by the Seller, or on its behalf, to the Buyer, or to any
party acting on its behalf, prior to the making of this contract where such
representations were made or given in relation to:-
11.1.1. the correspondence of the Goods with any description or sample;
11.1.2. the quality of the Goods; or
11.1.3. the fitness of the Goods for any purpose whatsoever.
11.2 No liability of any nature shall be accepted by the Seller to the Buyer in
respect of any express term of this contract where such term relates in any way
to:
11.2.1. the correspondence of the Goods with any description;
11.2.2. the quality of the Goods; or
11.2.3. the fitness of the Goods for any purpose whatsoever.

11.3 Except where the Buyer deals as a consumer all other warranties, conditions
or terms relating to fitness for purpose, quality or condition of the Goods, whether
express or implied by statute or common law or otherwise are hereby excluded
from the contract to the fullest extent permitted by law.
11.4 For the avoidance of doubt the Seller will not accept any claim for
consequential or financial loss of any kind however caused.
12. Limitation of Liabilities
12.1 Where any court or arbitrator determines that any part of Clause 11 above
is, for whatever reason, unenforceable, the Seller shall be liable for all loss or
damage suffered by the Buyer but in an amount not exceeding the Price.
12.2 Nothing contained in these Conditions shall be construed so as to limit or
exclude the liability of the Seller for death or personal injury as a result of the
Seller’s negligence or that of its employees or agents.
13. Intellectual Property Rights
13.1 Where any Goods supplied by us embody, include or contain intellectual
properties and/or related documentation or copyright which is owned the seller,
all rights and liabilities associated with the use thereof will be subject to the terms
of any licence, to the exclusion of all liabilities and obligations on our part.
13.2 The Buyer will indemnify us against all liabilities for infringement of third
party intellectual property rights arising from our compliance with the Buyer’s
specific requirements regarding design or specification for the Goods or arising
from the use of the Goods in combination with other products..
13.3 All Intellectual Property Rights produced from or arising as a result of the
performance of any contract shall, so far as not already vested, become the
absolute property of the Seller, and the Buyer shall do all that is reasonably
necessary to ensure that such rights vest in the Seller by the execution of
appropriate instruments or the making of agreements with third parties.
14. Force Majeure
The Seller shall not be liable for any delay or failure to perform any of its
obligations if the delay or failure results from events or circumstances outside its
reasonable control, including but not limited to acts of God, strikes, lock outs,
accidents, war, fire, breakdown of plant or machinery or shortage or unavailability
of raw materials from a natural source of supply, and the Seller shall be entitled
to a reasonable extension of its obligations. If the delay persists for such time as
the Seller considers unreasonable, it may without liability on its part, terminate
the contract or any part of it.

15. Relationship of Parties
Nothing contained in these Conditions shall be construed as establishing or
implying any partnership or joint venture between the parties and nothing in
these Conditions shall be deemed to construe either of the parties as the agent of
the other.
16. Assignment and Sub-Contracting
The contract between the Buyer and Seller for the sale of Goods shall not be
assigned or transferred, nor the performance of any obligation sub-contracted, in
either case by the Buyer, without the prior written consent of the Seller.
17. Waiver
The failure by either party to enforce at any time or for any period any one or
more of the Conditions herein shall not be a waiver of them or of the right at any
time subsequently to enforce all Conditions of this Agreement.
18. Severability
If any term or provision of these Conditions is held invalid, illegal or unenforceable
for any reason by any court of competent jurisdiction such provision shall be
severed and the remainder of the provisions hereof shall continue in full force
and effect as if these Conditions had been agreed with the invalid, illegal or
unenforceable provision eliminated.
19. No set off
The Buyer may not withhold payment of any invoice or other amount due to the
Seller by reason of any right of set-off or counterclaim which the Buyer may have
or allege to have for any reason whatsoever.
20. Entire Agreement These Conditions and any documents incorporating
them or incorporated by them constitute the entire agreement and
understanding between the parties.
21. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the law
of England and the parties hereby submit to the exclusion jurisdiction of the
English courts.