PENNTECH COMPOSITES LTD

Terms and Conditions of Sale – Composite Motorsport Components

1. About Us

These Terms and Conditions apply to goods supplied by PennTech Composites Ltd (“PennTech”, “we”, “us” or “our”).

They should be read together with any quotation, invoice, order specification or other written agreement relating to the particular order.

Nothing in these Terms affects any statutory rights that cannot legally be excluded or restricted.

2. Nature and Intended Use of Our Products

PennTech manufactures composite components including carbon fibre, forged carbon fibre and fibreglass components.

Unless expressly agreed otherwise in writing, our vehicle components are:

* manufactured and supplied for motorsport, competition or off-road use;
* supplied as unfinished composite components;
* intended to be professionally fitted and finished before final use; and
* not represented by PennTech as approved, certified or suitable for use on the public highway.

It is the customer’s responsibility to establish whether the component and its proposed use comply with any applicable vehicle, motorsport, competition, scrutineering or road-use requirements.

3. What “Unfinished” Means

Our products are manufactured composite components rather than finished bodyshop products.

Unless expressly included in the customer’s quotation or order specification, PennTech does not provide:

* automotive paintwork;
* final lacquer or clear coat;
* final polishing or detailing;
* final bodyshop surface preparation;
* permanent installation onto the vehicle;
* adhesives, fasteners, catches, hinges, brackets, seals or other fitting hardware; or
* other bodyshop services.

PennTech will trim components as appropriate to produce the intended fit.

A component being supplied unfinished does not mean that it is defective or of reduced manufacturing quality. It means that final cosmetic preparation and finish have intentionally been left for the customer or their chosen bodyshop to complete according to the customer’s requirements.

A temporary or protective coating applied by PennTech, including occasional aerosol paint or coating, is not an automotive bodyshop finish unless expressly described as such in writing.

4. Composite Materials and Cosmetic Characteristics

Composite components are manufactured using processes that differ substantially from mass-produced painted metal or plastic vehicle panels.

Unless a particular cosmetic finish has expressly been included in the agreed specification, an unfinished composite component may display minor cosmetic characteristics associated with its manufacture, including:

* minor carbon weave movement, distortion or pull;
* minor weave variation;
* stray fibres;
* small pinholes or minor localised porosity;
* resin variation;
* print-through;
* minor mould or parting-line marks;
* minor surface texture variation;
* small surface marks;
* minor localised areas requiring sanding, filling or surface preparation; and
* other minor cosmetic features capable of being addressed during normal professional preparation and finishing.

Such characteristics will not in themselves constitute a manufacturing defect where they:

1. do not materially impair the structural integrity of the component;
2. do not prevent the component from being fitted for its intended purpose; and
3. are reasonably capable of being addressed as part of the normal finishing process appropriate to an unfinished composite component.

This provision does not apply to a material manufacturing defect affecting the component’s fit, integrity or intended function.

Where a particular exposed-carbon cosmetic standard, polished finish, lacquered finish or other appearance requirement is important to the customer, this must be agreed with PennTech in writing before manufacture and included in the order specification.

5. Fitting and Finishing

Our components are intended to be fitted and finished by a competent professional bodyshop, motorsport fabricator or other person experienced in working with composite vehicle components.

Final preparation may, depending upon the component and intended finish, include processes such as:

* sanding;
* filling;
* priming;
* painting;
* lacquering or clear coating;
* drilling;
* minor final adjustment; and
* installation of appropriate customer-supplied mounting hardware.

These processes form part of fitting and finishing an unfinished composite component and are not services included in the purchase price unless expressly agreed otherwise.

PennTech is not responsible for damage or defects caused by inappropriate preparation, finishing, installation or modification carried out after supply.

6. Inspection and Dry-Fitting Before Modification

The customer must inspect the component as soon as reasonably practicable after collection or delivery.

Where the customer believes that there may be a problem with fit, manufacture or specification, the component should be dry-fitted and checked before it is painted, lacquered, bonded, extensively sanded, drilled, cut, structurally altered or otherwise permanently modified, where reasonably possible.

Any apparent manufacturing issue should be reported to PennTech promptly and preferably within 7 days of collection or delivery, together with photographs and sufficient information for us to assess the issue.

The 7-day period is an inspection and notification requirement intended to allow problems existing at the time of supply to be identified before subsequent work is carried out. It does not remove any statutory consumer rights that apply after that period.

If a problem becomes apparent later that could not reasonably have been discovered during the initial inspection, the customer should stop further work where reasonably possible and contact PennTech promptly.

7. Components Inspected or Offered Up on Collection

Where practical and agreed with the customer, a component collected in person may be inspected and/or offered up to the relevant vehicle before the customer takes it away.

Where this occurs:

* PennTech may identify any visible minor cosmetic characteristics of the unfinished component;
* the customer will have an opportunity to inspect the component and its fit;
* any agreed adjustment required at that stage may be carried out before collection; and
* any particular cosmetic characteristic expressly identified and accepted by the customer will form part of the condition in which the component was agreed to be supplied.

This does not exclude liability for a separate latent manufacturing defect that could not reasonably have been identified during that inspection.

8. Fitment

Our components are manufactured from tooling intended for the vehicle, model or specification identified in the relevant order.

Fit may be affected by matters outside PennTech’s control, including:

* previous accident damage;
* repaired or distorted bodywork;
* non-original chassis or body dimensions;
* aftermarket body panels;
* non-original hinges, brackets, catches or mounting points;
* previous modification of the vehicle;
* competition modifications;
* third-party components; and
* dimensional variation in the vehicle itself.

PennTech is not responsible for incompatibility or poor alignment caused by the vehicle or another component differing materially from the specification for which the PennTech component was manufactured.

If PennTech is asked to manufacture a component specifically to accommodate unusual vehicle dimensions, modifications or third-party components, these requirements must be disclosed and agreed before manufacture.

9. Manufacturing Faults

If a customer believes there is a genuine manufacturing fault, they should contact PennTech before carrying out further work wherever reasonably possible.

Examples of matters PennTech will investigate include:

* a significant dimensional manufacturing error;
* a component materially differing from the agreed specification;
* a significant laminate or structural manufacturing defect;
* the wrong component being supplied; or
* a manufacturing error that prevents reasonable professional installation on the vehicle or specification for which the component was made.

We may ask for photographs, measurements or other reasonable information and may require an opportunity to inspect the component.

Where a genuine manufacturing fault for which PennTech is responsible is established, we will provide the remedy required by applicable law and may, as appropriate, repair, rectify or replace the component or provide another applicable remedy.

10. Subsequent Damage, Modification and Poor Finishing

PennTech is responsible for the condition and manufacture of the component when supplied.

PennTech is not responsible for a problem to the extent that it has been caused or materially contributed to after supply by:

* incorrect installation;
* incorrect drilling, cutting, trimming or modification;
* excessive sanding or removal of material;
* unsuitable filler, primer, paint, lacquer, adhesive, resin, solvent or other chemical;
* inappropriate curing, baking or heating;
* excessive heat;
* impact or accident damage;
* motorsport use or collision damage;
* excessive mechanical loading;
* inappropriate fixing or support;
* third-party workmanship;
* inadequate finishing or sealing where finishing or sealing is reasonably required;
* moisture or weather exposure after supply;
* improper storage;
* prolonged exposure to direct sunlight or UV before suitable finishing;
* distortion occurring because the component has been inadequately supported;
* deliberate alteration of the component; or
* failure to take reasonable care of the component.

Where a component has subsequently been modified or damaged, PennTech may need to inspect it and assess whether the alleged problem existed at the time of supply or arose as a result of subsequent work, handling, storage or use.

Modification of a component does not automatically extinguish statutory rights where those rights apply, but PennTech will not be responsible for damage, deterioration or incompatibility caused by the modification itself.

11. Storage Before Fitting

Until professionally fitted and, where applicable, finished or protected, components must be stored with reasonable care.

Unless PennTech provides different instructions for a particular component, customers should:

* store components indoors in a dry environment;
* protect them from prolonged weather exposure;
* avoid significant temperature extremes;
* keep them away from substantial heat sources;
* support them appropriately to avoid sagging, twisting or distortion;
* avoid placing heavy items on them; and
* avoid prolonged unnecessary exposure to direct sunlight before finishing.

PennTech will not be responsible for deterioration or distortion caused by inappropriate storage after supply.

12. Customer-Specified and Bespoke Products

Where a component is manufactured to a customer’s individual specification, dimensions, design or other genuinely bespoke requirement, work may begin specifically for that customer and the product may have little or no resale value to another purchaser.

The customer is responsible for checking that all measurements, drawings, specifications and other information supplied by them are correct before manufacture begins.

Changes requested after manufacture has commenced may:

* incur additional charges;
* affect the estimated completion date; or
* require manufacture to restart.

Where the law permits, genuinely personalised or bespoke goods manufactured to the customer’s particular specification cannot be cancelled merely because the customer changes their mind.

This does not affect rights relating to goods that are genuinely faulty, materially misdescribed or do not conform to the agreed specification.

13. Standard Made-to-Order Products

Some PennTech products may be manufactured after an order is placed using an existing mould or standard specification.

A product being made after ordering does not necessarily mean that it is legally a bespoke or personalised product.

Where statutory cancellation rights apply to a consumer distance sale, PennTech will comply with those rights.

14. Changes of Mind and Returns

Business customers and qualifying bespoke orders

Subject to applicable law, PennTech does not accept returns simply because the customer has changed their mind where:

* the goods have been genuinely manufactured or modified to that customer’s individual specification; or
* the purchaser is buying wholly or mainly for the purposes of a trade, business, craft or profession and no contractual return right has been agreed.

Consumer customers

Where a consumer has statutory cancellation rights, those rights will apply.

Nothing in this section restricts a customer’s rights in relation to genuinely faulty or misdescribed goods.

15. Quotations and Specifications

A quotation is based upon the information available to PennTech when it is prepared.

The quotation and/or order specification should identify, where relevant:

* the component;
* vehicle/model;
* composite material;
* construction or specification;
* any customer-specific modifications;
* supplied finish;
* included items;
* excluded items;
* price;
* deposit;
* delivery or collection arrangements; and
* any particular requirement specifically agreed with the customer.

No particular cosmetic, structural, aerodynamic or compatibility requirement should be regarded as included unless it is either inherent in the agreed product description or has been expressly agreed with PennTech.

16. Customer Information

The customer must provide accurate information reasonably required for manufacture.

PennTech will not be responsible for a component being unsuitable because the customer:

* supplied incorrect dimensions or specifications;
* incorrectly identified the vehicle or variant;
* failed to disclose relevant vehicle modifications; or
* failed to inform PennTech of a particular requirement that would materially affect manufacture.

17. Lead Times

Composite manufacture is a specialist process and production times can be affected by tooling, curing, materials, workload and manufacturing circumstances.

Any estimated completion or delivery date will be treated as an estimate unless PennTech has expressly agreed in writing that a particular date is guaranteed.

PennTech will keep the customer reasonably informed of material delays.

Nothing in this clause excludes any consumer right relating to delivery times that applies by law.

18. Delivery and Collection

Risk of accidental damage during delivery or collection will pass in accordance with applicable law and the agreed delivery arrangements.

Customers should notify PennTech promptly of any obvious transit damage and retain the packaging where appropriate so that the cause of damage can be investigated.

A claim relating to carrier or post-supply damage is distinct from a manufacturing defect.

19. Professional Advice and Third Parties

PennTech manufactures composite components. We are not an automotive bodyshop and do not provide bodyshop finishing or permanent vehicle installation unless expressly agreed in writing.

Any bodyshop, installer, fabricator or other third party engaged by the customer acts independently of PennTech unless PennTech expressly states otherwise.

PennTech is not responsible for the workmanship of a third party selected by the customer.

20. Motorsport Use

Motorsport inherently involves unusual stresses, impacts and operating conditions.

The customer remains responsible for:

* determining that the component is suitable for the particular class or competition;
* complying with relevant technical and safety regulations;
* inspection and maintenance of the component during use;
* ensuring suitable mounting and installation; and
* replacing or inspecting components following an impact or other incident that may have compromised them.

No composite motorsport component should be assumed to remain structurally sound following significant impact merely because damage is not externally obvious.

21. Consumer Rights

Nothing in these Terms excludes, restricts or attempts to replace rights that a consumer has under applicable consumer law.

In particular, these Terms do not prevent a consumer from pursuing a remedy where goods supplied by PennTech are genuinely faulty, not as described or otherwise fail to meet rights that cannot legally be excluded.

The distinction drawn throughout these Terms is between:

* a defect or non-conformity that existed when PennTech supplied the component; and
* cosmetic characteristics forming part of the agreed unfinished specification, or damage/problems caused after supply.

22. Business Customers

Where the customer is acting wholly or mainly in the course of a trade, business, craft or profession, the transaction is a business-to-business sale.

Any rights, remedies, exclusions or limitations applicable specifically to business transactions will apply subject to the requirements of applicable law and reasonableness.

Nothing excludes liability that cannot legally be excluded.

23. Entire Agreement and Variations

The agreed contract consists of these Terms together with the applicable quotation, invoice, written order specification and any other terms expressly agreed in writing between PennTech and the customer.

If a customer’s order requires a variation from these standard Terms, the variation must be agreed by PennTech in writing.

24. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue to apply to the fullest extent permitted by law.

25. Governing Law

These Terms and any dispute or claim arising from them are governed by the law of England and Wales, subject to any mandatory rights a consumer may have under applicable law.

26. Contacting PennTech About a Problem

If a customer believes there is an issue with a component, they should contact PennTech promptly and provide, where reasonably available:

* their name and order/invoice details;
* photographs of the component;
* photographs showing the alleged problem;
* photographs showing the component fitted or offered up to the vehicle where relevant;
* a description of any work already carried out;
* details of how the component has been stored; and
* measurements where relevant.

Customers should not continue modifying a component after discovering a suspected manufacturing problem where doing so could make the cause of the problem materially harder to establish.