Redhill Manufacturing Limited Terms of Trading.

1. Terms of Trading

All goods are supplied by Redhill Manufacturing Ltd of Redditch (“the Company”) on the following terms and acceptance of goods from the Company shall be conclusive evidence before any Court of Arbitrator that theses terms apply.

2. Variation

No person in the employment or acting otherwise as agent of the Company, or purporting so to do, has authority to accept orders or supply goods on any other terms or to vary these terms in any way whatsoever unless provided in wiring by a duly appointed officer of the Company.

3. Previous Dealings

Previous dealings between the Company and any Customer shall not vary or replace these terms or be deemed in any circumstances what so to do.

4. Quotations, Prices and Orders

(a) Quotations are not binding on the Company until the Company has accepted an order in writing or has delivered the goods to the Customer.

(b) The Company reserve the right to revise quoted prices and charges in the event of:

(i) any change in the Company’s costs between the date of quotation and the date of despatch;

(ii) the Company’s quoted prices being inaccurate owing to any accidental error or omission by the Company affecting the price or its calculation;

(iii) any additional or incorrect instructions given by the Customer.

(c) No orders once accepted may be cancelled or amended without the Company’s written agreement.

(d) A Scheduled Order (i.e. an order calling for delivery spread over a specific period) shall constitute unqualified authority to manufacture all goods under the order and the Customer shall be liable to pay for all such goods from the date of contract.

5. Delivery

(a) The time of delivery shall not be of the essence and the Company shall not be liable for any loss or damage whatsoever, or howsoever arising out of the failure to meet any period or date of delivery specified in any quotation or otherwise.

(b) The Company may deliver the goods in instalments unless otherwise agreed. When delivery by instalments is specified each delivery shall constitute a separate contract and the failure of any one or more deliveries shall not be deemed to be a repudiation of the contract.

(c) Without prejudice to the rights of the Company for breach of contract if the Customer fails to give to the Company instructions as to delivery when so requested or refuses to accept delivery of the goods, the Company may charge the Customer such loss or damage as may be suffered or incurred by the Company by reason thereof.

6. Payment

(a) Payment terms are net cash and accounts must be paid by not later that the end of the month following the month during which delivery was effected or on such terms as have been specifically agreed.

(b) Should any account of a Customer become overdue the Company reserves the right to suspend performances of any of the Company’s obligations to such Customer, temporarily or indefinitely.

(c) Packing charges, if any, shall be in accordance with the type of container supplied to the Customer, as indicated on the invoice.

7. Accuracy

All goods will be made within reasonable manufacturing limits of dimensions. If special accuracy is required, the Customer must state specifically in writing the maximum limits. The company accepts no responsibility for the accuracy of information or drawings supplied by the Customer.

8. Title

(a) The Customer acknowledges that before entering into an agreement for the purchase of any goods from the Company the Customer has expressly represented and warranted that the customer is not insolvent and has not committed any act of bankruptcy, or being a company with limited or unlimited liability, knows of no circumstances which would entitle any debenture holder or secured creditor to appoint a receiver, to petition for winding-up of the company or exercise any other rights over or against the Company’s assets.

(b) Goods the subject of any agreement by the company to sell shall be at the risk of the customer as soon as they are delivered by the Company to the Customer’s vehicles or premises or otherwise to the Customer’s order.

(c) The goods shall remain the sole and absolute property of the Company as legal and equitable owner until such a time as the Customer shall have paid to the Company the agreed price together with the full price of any other goods the subject of any other contract with the Company.

(d) The Customer acknowledges that they are in possession of goods solely as bailee for the Company until such time as the full price thereof is paid to the Company, together with the full price of any other goods subject of any other contract with the Company.

(e) Until such a time as the Customer becomes the owner of the goods, they will store them on their own premises separately from their goods or those of any other person and in a manner which makes them readily identifiable as the goods of the Company.


(f) The Customer’s right to possession of the goods shall cease if they, not being a company, commit an available act of bankruptcy or if they, being a company, do anything which would entitle a receiver to take possession of any assets or which would entitle any person to present a petition for winding-up. The Company may for the purpose of recover of its goods enter upon any premises where they are stored or where they are reasonable thought to be stores and may repossess the same.

(g) Subject to the terms hereof, the Customer is licensed by the Company to process the said goods in such a fashion as they may wish and/or incorporate them in or with any other product or products subject to the express condition that the new product or products or any other chattel whatsoever containing any part of the said goods shall be separately stores and marked so as to be identifiable as being made from or with the goods the property of the Company.

(h) Subject to the terms hereof, the customer is licensed by the company to agree to sell on the company’s goods, subject to the express condition that such an agreement to sell shall take place as agents, save that the Customer shall not hold himself out as such, the bailees for the company whether the Customer sells on their own account or not and that the entire products hereof are held in trust for the Company and are not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as the Company’s monies.

9. Claims

In the event of it being proved to the Company’s satisfaction that the goods supplied were defective the Company will rectify replace or give credit (the choice being that of the Company) for goods but subject to the following conditions:

(a) The defect or fault shall have become apparent within such period of time, which shall not in any event exceed 3 months from the date of supply or delivery.

(b) Immediate written notice shall be given by the Customer to the Company.

(c) The goods shall at all times have been used in a proper manner or for a purpose of which the Company were aware before delivery.

(d) No attempts shall have been made by the Customer or any other person to repair or modify the goods.

(e) The Company shall have been given the opportunity to examine the goods.

(f) Goods delivered and alleged to be defective must be made available for collection by the Company or its agents.

10. Contingences

(a) The Customer will be liable to indemnify the Company against all loss damages penalties costs and expenses suffered by the Company as a result of claims for the information of patents, trade marks, registered design or copyright arising out of work done to the Customer’s direct instructions or in accordance with the Customer’s specifications.

(b) No liability will be accepted for any failure of or delay in performance which is due wholly or partially to restriction by Government or other competent authority, civil commotion, strikes, lock-outs, industrial dispute, failure in the Company’s anticipated supplies or raw materials or fuel, or failure or partial failure of plant, delay on the part of any independent contractor or to any other cause whatsoever beyond the Company’s control. In such circumstances the time for delivery shall be extended for a reasonable period having regard to the delaying cause.

(c) Expect in so far as the Company may be liable in respect of defective goods under Clause 9 the Company shall be under no liability whatsoever (including without prejudice to the generality of the foregoing any liability in tort or for consequential loss damage or injury of any kind) for any defect in or failure of or use of or unsuitability for any purpose of the goods or any part thereof however caused; and all conditions warranties or other terms whether express or implied and whether statutory or otherwise which are inconsistent with the provisions if this condition and which are capable of lawful exclusion are hereby expressly excluded.

(d) If any distress or execution shall be levied upon the Customer’s property or assets or if the Customer shall become insolvent or make an offer to make arrangements or compositions with creditors or commit any act of bankruptcy or it any petition or receiving order in bankruptcy is presented or made against the Customer or if the Customer is a limited company and any resolution or petition to wind up such company (other than for the purposes of amalgamation or reconstruction) shall be passed or if a receiver of the Company’s undertaking property or assets or any part thereof shall be appointed then without prejudice to any claim or other rights the Company may have or exercise:-

(i) the Company will have the right to forthwith determine the contract and upon written notice of such determination being posted to the Customer’s last known address the contract shall be deemed to have been determined.

(ii) There shall immediately upon happening of such event become due and payable by the Customer to the Company such sum as the Company may reasonably calculate or estimate as the fair value of all work and labour performed, materials purchased and expense incurred by the Company under this contract to the relevant date.

(e) If the company is requested by the Customer to make any modifications whatsoever to any of the goods purchased from the Company, or if any non-standard items are purchased, the Company will accept no liability whatsoever for any loss or damage howsoever caused arising out of such modifications or manufacture of non-standard items save as otherwise indicated above. It will be the responsibility of the Customer to ensure that all orders placed involving such goods comply with all relevant legislation but in particular The Factories Act and The Health & Safety at Work Act. No warranty or representation given by the Company as to the fitness of any such goods for any particular purpose, whether or not such purpose may have been communicated to the Company.

11. Governing Law

The Interpretation of these Conditions will be governed by the Law on England, and the parties shall submit to the jurisdiction of the English Courts.


Updated on 27.03.20