Important terms in understanding these Conditions of Sale

(a)           The “Purchaser” means the person (or corporation) who enters into these Conditions of Sale with the Company.

(b)           If there is more than one person that comprises the Purchaser, it means each of those persons individually, and each group of two or more of those persons.

(c)           If an individual, it includes the Purchaser’s executor, administrator and successor.

(d)           It includes a person to whom the Purchaser transfers the Purchaser’s rights under these Conditions of Sale (although a transfer would not release the Purchaser from the Purchaser’s obligations to the Company).

(a)           The “Company” means TJM Off-Road Products Inc.

(b)           However, if the Company transfers its rights under these Conditions of Sale this word means the person who has those rights at the time.

(c)           The Company's rights, powers and discretions may be exercised by any of the Company's Authorised Representatives.

To make these Conditions of Sale easier to read, some terms (usually in bold type) used in it have special meanings.  They are:

Agreement:

these Conditions of Sale;

Authorised Representative:

a person authorised by the Company from time to time (including by way of ratification) to exercise any of the rights, powers and discretions of the Company under these Conditions of Sale;

Conditions of Sale:

the conditions from time to time applicable to a sale and purchase of Products by the Company to the

Contract of Sale:

the contract of sale of Products arising when the Company accepts the Purchaser’s offer to purchase, comprising:

(a)           the Products Order;

(b)           the Order Confirmation;

(c)           the Conditions of Sale; and

(d)           these Conditions of Sale;

Products:

(a)           products manufactured by or for the Company;

(b)           products distributed by the Company; and

(c)           other goods,

as set out in Appendix 2 and which the Company nominates from time to time as being available to be distributed by the Purchaser.

Products Order:

means the online process from time to time for the Purchaser to order Products from the Company;

Returned Products:

the Products required by the Company to be returned under clause 15.1(b) of these Conditions of Sale;

Taxes:

includes any present or future tax, levy impost, deduction, charge, rate, duty or withholding which is levied, imposed, withheld or assessed by a Government Authority and any related interest, penalty, charge, fee or other amount;

Transaction Document:

(d)           these Conditions of Sale;

(e)           each Contract of Sale;

and any other document that the Company agrees with the Purchaser is a Transaction Document;

Warranty:

the Company’s standard warranty terms and conditions (as amended, updated or replaced from time to time) applicable to the Products when they are new.

BACKGROUND

A.         The following Conditions of Sale are deemed to be incorporated in each Contract of Sale between the Company and the Purchaser.

B.         References to Products means each item of Products as well as any two or more items of Products.

1.         SUPPLY OF PRODUCTS

The Company may refuse to supply the Products to the Purchaser for any reason whatsoever, including:

(a)           the Products being unavailable for any reason (including when demand exceeds supply);

(b)           the Purchaser’s credit limit has been exceeded;

(c)           the Company decides not to extend credit to the Purchaser;

(d)           any circumstances arising which are beyond the Company's control, including industrial action.

2.        NO LIABILITY

Subject to any force majeure, the Company will have no liability for failure or delay in supplying the Products (including consequential damage).

3.        PRICES

(e)           Unless notice is given by the Company, all Products are sold at the Company's ruling price as set out in the Company's published price list at the time of invoice of the Products Order.

(f)            The price of Products is subject to change by the Company at any time including change to incorporate any increase in the cost of any of the following:

(i)            materials;

(ii)           labour;

(iii)          exchange rate fluctuations; and

(iv)          cartage.

(g)           The Company will give notice to the Purchaser of those changes in respect of Products, but any change will become effective on the date indicated.

(h)           The Company's published prices and terms are net of any Taxes which may be applied in accordance with laws in effect from time to time.

4.          TIME FOR PAYMENT

(a)           Subject to paragraph (b), the Purchaser shall pay the purchase price and all charges payable in connection with the Products as follows:

(i)            Initially for the first 12 months of the Term, all payments must be made by the end of the month following the date of the invoice.  Subsequently, the parties will review and may agree a credit limit and applicable payment terms, otherwise payment terms will remain the same.

(ii)           All payments shall be made in United States dollars by telegraphic transfer into a bank account nominated by the Company.

(b)           The Purchaser shall be liable for any costs of currency conversion and bank fees.

5.        ADDITIONAL CHARGES

The Company may also charge the Purchaser for any one or more of the following and the Purchaser will pay for them as requested:

(a)           Taxes payable in relation to the supply of the Products;

(b)           where the Company incurs any costs of freight in arranging the delivery of the Products to the Purchaser, all costs and expenses of the Company in delivering the Products to the location specified by the Purchaser;

(c)           all costs and expenses of the Company in relation to any application for, or the obtaining of, a court order to maintain any registration in respect of any of the security interests created by these Conditions of Sale and the serving of any such court order on the Purchaser.

6.        COSTS OF INSURANCE AND PASSING OF RISK

The Purchaser will be liable for the costs of cartage and freight and insurance. Risk in the Products shall pass from the Company to the Purchaser upon delivery of the Products to the Purchaser’s carrier.

7.        RESERVATION OF TITLE

Until all money owed (contingently or otherwise) by the Purchaser to the Company in respect of each and every item of Products supplied to the Purchaser under a Transaction Document has been paid to the Company, in full:

(a)           Title to the Products remains with the Company.

(b)           The Purchaser may only sell, lease or transfer title to the Products by bona fide sale or transfer to a Customer in the ordinary course of business.

(c)           The Purchaser will hold the Products as bailee for the Company.

(d)           The Products will be stored at the Purchaser’s risk.

(e)           The Purchaser will store the Products so that the Products are clearly distinguishable from goods of a similar nature in the Purchaser’s possession, and cross referenced to a particular invoice.

(f)            The Purchaser will not obliterate, alter, deface, remove or obscure any identifying numbers, plates, marks or other matter on or affixed to the Products.

(g)           The Purchaser will keep separate records of all sales of the Products.

(h)           Any sale, lease or transfer of the Products will be effected for the benefit of and as bailee for the Company, and the Purchaser will hold the proceeds of that sale, lease or transfer and the rights against the Purchaser’s customers arising from that sale, lease or transfer on trust for the Company.  The Purchaser will clearly identify those proceeds in the Purchaser’s books and records.

(i)            Nothing in these Conditions of Sale entitles the Purchaser to return any Product unless the Company has requested that it be returned.

8.         NEW MODELS

If a particular model of a Product has been replaced by a new model, the Company may, after consulting the Purchaser, supply the new model instead of the old model, and the price and terms will be those applicable to the new model.

9.        THE COMPANY GIVES NO WARRANTIES (EXCEPT WHERE IMPOSED BY LAW)

All terms, conditions and warranties implied by Law are expressly excluded from these Conditions of Sale insofar as they may be lawfully excluded.