Terms & Conditions
1. INTERPRETATION
1.1 The definitions and rules of interpretation in this condition apply in these conditions.
Business Day: means a day, other than a Saturday, Sunday, bank or public holiday in England.
Business Hours: means 07:30am – 04:30pm UK time on any Business Day.
Contract: means the contract between the Supplier and the Customer for each Order for the sale and purchase of the Products incorporating these conditions.
Customer: means the person, business or company who purchases the Products from the Supplier.
Eco Crates: means the environmentally friendly shipping or storage crates owned by the Supplier used for delivery and shipment of the Products by the Supplier to the Customer, as further detailed in the following link: https://www.redwood-uk.com/services/eco-friendly-packaging/.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
Order: means the Customer’s order for the Products, as set out in the Customer’s purchase order form or the Customer’s written acceptance of the Supplier’s quotation.
Products: means the products specified in the Order, including any replacement or replacement part.
Supplier: means Redwood-UK Ltd (Reg Nr 13808844).
UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
1.2 A reference to a law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application or re-enactment, and includes any subordinate legislation for the time being in force made under it.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 Any reference to ‘written’ or ‘in writing’ includes faxes, emails and handwriting.
1.5 Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
IMPORTANT:
Where the Supplier mixes coloured paint to the Customer’s requested shade, the Supplier will use reasonable skill and care to produce a colour that matches, or is as close as reasonably possible to, the shade ordered. However, colour mixing is an inherently variable process, and slight variations may occur. It is the sole and absolute responsibility of the Customer to inspect and verify the colour of the paint before applying, spraying, or otherwise using it. The Supplier shall not be responsible or liable for any loss, damage, or costs arising out of or in connection with the Customer’s failure to check the colour prior to use, including circumstances where the Customer applies the paint and subsequently claims that the colour is incorrect or did not reflect the Customer’s Order.
2. INTRODUCTION
2.1 What these terms cover. These are the terms and conditions on which the Supplier supplies the Products to the Customer.
2.2 Why the Customer should read them. Please read these terms carefully before submitting an Order. These terms provide details about who the Supplier is, how the Supplier will provide Products to the Customer, how the Customer and/or the Supplier may change or end the contract, what to do if there is a problem and other important information. If the Customer thinks that there is a mistake in these terms or they require any changes, please contact the Supplier to discuss.
2.3 Where to find information about the Supplier and its Products.
2.3.1 Who is the Supplier. The Supplier is Redwood-UK Ltd, a limited liability company with company number 13808844 and registered address at Unit 18 Arnside Road, Waterlooville, England, PO7 7UP.
2.3.2 How to contact the Supplier. The Customer can contact the Supplier using any of the contact details below:
2.3.2.1 The Supplier’s contact details are as follows:
Email address: sales@redwood-uk.com
Telephone number: 02392 233310
Website: https://www.redwood-uk.com/
2.3.3 How the Supplier may contact the Customer. If the Supplier has to contact the Customer, it will do so by telephone or by writing to the Customer at the email address or postal address the Customer provided to the Supplier in the Order.
2.3.4 “Writing” includes emails. The use of the words “writing” or “written” in these terms includes emails.
3. APPLICATION OF TERMS
3.1 Subject to condition 3.2 and any variation made in accordance with these conditions, these conditions shall apply to the Contract to the exclusion of all other terms and conditions (including any terms or conditions which the Customer seeks to impose or incorporate or which are implied by law, trade custom, practice or course of dealing).
3.2 These conditions are subject to any special conditions in the Order.
3.3 These conditions apply to all the Supplier’s sales, and any variation to these conditions and/or any representations about the Products shall have no effect unless expressly agreed in writing and signed by an authorised representative of each party.
4. THE CONTRACT BETWEEN THE SUPPLIER AND THE CUSTOMER
4.1 How the Supplier will accept the Customer’s Order.
4.1.1 Each Order by the Customer from the Supplier shall be deemed to be an offer by the Customer to buy the Products subject to these conditions.
4.1.2 Any quotation is valid for a period of 30 days only from its date, provided that the Supplier has not previously withdrawn it.
4.2 The Supplier only accepts Orders when it has checked them.
4.2.1 If the Customer is a proforma customer, it may place an order online, by email (including by sending a purchase order), by telephone, or via the Supplier’s online chat service. Subject always to condition 4.2.3, the Supplier will send an email or message acknowledging receipt of the Order within four (4) Business Hours with a proforma invoice. After receiving the email acknowledging the Order, the Customer must make full payment before the Order is processed. Once payment is received, subject always to condition 4.2.3, the Supplier will send an email or message confirming the Customer’s Order and payment, at which point the Contract comes into existence.
4.2.2 Subject always to condition 4.2.3, if the Customer is an account customer, the Supplier will send an email or message confirming the Customer’s Order upon receipt of the Order within four (4) Business Hours. This email constitutes acceptance of the Order. The Supplier will then process and dispatch the Order, together with any relevant delivery information.
4.2.3 Orders can be rejected by the Supplier at any point until accepted, and a binding Contract does not come into effect until the Supplier has accepted an Order in writing. Each Order accepted by the Supplier constitutes a separate Contract.
4.3 If the Supplier cannot accept the Customer’s Order. If the Supplier is unable to accept the Customer’s Order, the Customer will be notified in writing (including email) or via telephone, and the Supplier will not charge the Customer for the Products or it will return to the Customer any payments made for the relevant Order. This might be because: a product is unexpectedly out of stock, the Supplier has identified an error in the price or description of the Products, the Supplier is unable to meet a delivery deadline the Customer has specified, the Customer’s payment has failed because the Customer has not provided the Supplier with the required information to process the payment, unexpected limits on the Supplier’s resources which it could not reasonably plan for, or a credit reference the Supplier has obtained for the Customer is unsatisfactory or does not meet its minimum requirements.
4.4 These conditions constitute the entire agreement between the parties in relation to the Customer’s purchase. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by the Supplier or on its behalf which is not set out in these terms and that the Customer has no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
5. DESCRIPTION OF PRODUCTS
5.1 The description and quantity of the Products shall be as specified in the Supplier’s Order confirmation to the Customer.
5.2 All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier’s catalogues, brochures and website are issued or published for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract, and this is not a sale by sample.
5.3 The Supplier may recommend certain Products. However, it remains the sole responsibility of the Customer to review any recommendations and Products to ensure they meet the Customer’s requirements. The Supplier shall not be liable for any loss or damage arising from or in connection with the Customer’s failure to check or review the recommended Products
6. DELIVERY OF THE PRODUCTS
6.1 Unless otherwise specified in the Contract or agreed in writing between the parties, the Supplier shall deliver the Products to the location specified in the Order and, subject to condition 9.4, it shall do so at the Customer’s expense.
6.2 Any obligation of the Supplier in respect of performance dates and any dates quoted for delivery of the Products are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Products that is caused by an event outside of its control, as stated in condition 19, or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.
6.3 The Supplier may effect delivery in one or more instalments.
6.4 Delivery is completed when the Products are unloaded at the address for delivery, as set out in the Order or as agreed by the parties, or collected by the Customer (or by a carrier organised by the Customer to collect them) from the Supplier (being the point where the Products come into the Customer’s physical possession, or into the possession of a person identified by the Customer to accept the Products). The Customer should inspect the Products immediately upon arrival at the delivery location.
6.5 The Products will be the Customer’s responsibility from the time when delivery is completed as explained in condition 6.4. Once the Products are the Customer’s responsibility, the Supplier is no longer liable if they become lost or stolen. The Supplier is also not responsible for any damage to them other than as a result of the Supplier’s fault in unloading the Product or the Products themselves.
6.6 Subject to the other provisions of these conditions, the Supplier shall not be liable for any direct, indirect or consequential loss (all three of which include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in delivery of the Products (even if caused by the Supplier’s negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 90 days.
6.7 If for any reason the Customer fails to accept delivery of any of the Products when they are ready for delivery, or the Supplier is unable to deliver the Products on time because the Customer has not provided appropriate information regarding how the Supplier can access the Customer’s property (or other location specified by the Customer for delivery), or any instructions, documents, licences or authorisations, then:
6.7.1 risk in the Products shall immediately pass to the Customer (including for loss or damage caused by the Supplier’s negligence);
6.7.2 the Products shall be deemed to have been delivered at 9:00am on the 5th Business Day after the day on which the Supplier notified the Customer that the Products were ready;
6.7.3 the Supplier may store the Products until delivery, whereupon the Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance);
6.7.4 the Supplier may charge the Customer additional sums (for example, the Supplier might need to re-deliver using another vehicle or with extra manpower); and
6.7.5 the Supplier may resell part of, or all the Products. The Supplier will repay the Customer the price paid for the Products after deducting reasonable storage, insurance and selling costs and any shortfall between the resale price and the price the Customer paid for the Products.
6.8 To facilitate the safe and efficient delivery of the Products, the Customer must:
6.8.1 specify a delivery address at the point of the Customer’s Order; and
6.8.2 ensure it, or someone authorised by it, is available on the date of the delivery to take delivery of the Products.
6.9 If the Customer is unable to comply with conditions 6.8.1 and 6.8.2, it must immediately notify the Supplier no later than five (5) Business Days before the delivery date and shall:
6.9.1 provide the Supplier with details of an alternative location or a safe place for delivery; or
6.9.2 request to re-arrange the delivery, in which case the Supplier will notify the Customer of the next available delivery date.
6.10 If the Customer has provided the Supplier with a specified delivery location under condition 6.8.1, the Supplier may not agree to deliver to that location, and the Supplier will inform the Customer in writing. The Customer will have the option to cancel the Order or provide an alternative location.
6.11 If, under condition 6.9.1, the Customer opts for the Supplier to deliver to a safe place, the Customer is responsible for ensuring that the safe place it has notified the Supplier to deliver the Products to is ‘safe’ and the Customer accepts the risk if the Products are stolen, lost or damaged after delivery.
6.12 The Customer may, where the Supplier agrees in advance, have the option to collect the Products from the Supplier’s physical store at 18 Arnside Road, Waterlooville, PO7 7UP or such other location as may be agreed with the Customer before collection. Where any such location is agreed, the Customer must collect the Products within five (5) Business Days of the Supplier notifying the Customer that the Products are ready.
6.13 The Supplier will collect the Eco Crates as soon as reasonably practicable after completion of delivery in accordance with condition 6.4.
7. NON-DELIVERY OF PRODUCTS
7.1 The quantity of any consignment of Products as recorded by the Supplier on despatch from the Supplier’s place of business shall be conclusive evidence of the quantity received by the Customer on delivery unless the Customer can provide conclusive evidence proving the contrary.
7.2 The Supplier shall not be liable for any non-delivery of Products (even if caused by the Supplier’s negligence) unless the Customer gives written notice to the Supplier of the non-delivery within 7 days of the date when the Products would, in the ordinary course of events, have been received.
7.3 Any liability of the Supplier for non-delivery of the Products shall be limited to replacing the Products within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Products.
8. RISK/TITLE IN THE PRODUCTS
8.1 The risk in the Products shall pass to the Customer on completion of delivery or deemed delivery (as applicable).
8.2 Ownership of the Products shall not pass to the Customer until the Supplier receives in full (in cash or cleared funds) all sums due to it in respect of:
8.2.1 the Products; and
8.2.2 all other sums which are or which become due to the Supplier from the Customer on any account.
8.3 If the Supplier delivers the Products before ownership passes to the Customer, then until ownership of the Products has passed to the Customer, the Customer shall:
8.3.1 hold the Products in the Customer’s care on behalf of and in the best interests of the Supplier; and
8.3.2 maintain the Products in satisfactory condition and keep them insured on the Supplier’s behalf for their full price against all risks.
8.4 The Customer may resell the Products before ownership has passed to it solely on the following conditions:
8.4.1 any sale shall be effected in the ordinary course of the Customer’s business at full market value; and
8.4.2 any such sale shall be a sale of the Supplier’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale.
8.5 The Customer’s right to possession of the Products shall terminate immediately if:
8.5.1 the Customer has a bankruptcy order made against it or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
8.5.2 the Customer suffers or allows any execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe or perform any of its obligations under the Contract or any other contract between the Supplier and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or the Customer ceases to trade; or
8.5.3 the Customer encumbers or in any way charges any of the Products.
8.6 The Customer grants the Supplier, its agents and employees an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them or, where the Customer’s right to possession has terminated, to recover them.
8.7 The Supplier shall be entitled to recover payment for the Products notwithstanding that ownership of any of the Products has not passed from the Supplier.
8.8 The Customer shall resell the Products in the same order in which it purchased them from the Supplier (i.e. by selling first, those of the Products which have been in the Customer’s possession the longest) and this requirement shall be deemed always to have been complied with for the purposes of this condition 8.
8.9 On termination of the Contract, howsoever caused, the Supplier’s (but not the Customer’s) rights contained in this condition 8 shall remain in effect.
9. PRICE
9.1 Unless otherwise agreed by the Supplier in writing, the price of the Products shall be the price set out in the Supplier’s sale order confirmation as provided by the Supplier from time to time. Any price stated in the Customer’s purchase order shall not apply, and the pricing provided by the Supplier in its sale order confirmation shall apply.
9.2 Prices for the Products may change from time to time but changes will not affect any Order the Customer has placed which the Supplier has accepted. The Supplier will inform the Customer in advance of any changes to the price of the Products, and such price changes shall take effect immediately or on the date specified by the Supplier. However, please see condition 9.9 below.
9.3 Subject to condition 9.4, the price for the Products shall be exclusive of any value added tax (VAT), and all costs or charges in relation to postage, packaging, loading, unloading, carriage, freight, bank charges, and insurance; all of which amounts the Customer shall pay in addition when it is due to pay for the Products.
9.4 No costs or charges in respect of postage, packaging, loading, unloading, carriage or freight are payable by the Customer where the price for the Products (exclusive of VAT and all other applicable charges) is £250 or more.
9.5 Where the price of the Products (exclusive of VAT and any other applicable charges) is less than £250, the Supplier will charge £15 plus VAT for postage, packaging, loading, unloading, carriage and freight.
9.6 If the rate of VAT changes between the Customer’s Order date and the date the Supplier supplies the Products, the Supplier may adjust the rate of VAT that the Customer pays, unless the Customer has already paid in full before the change in the rate of VAT takes effect.
9.7 Conditions 9.4 and 9.5 shall not apply where non-standard delivery terms are requested by the Customer and the decision as to whether delivery terms are non-standard shall be at the discretion of the Supplier.
9.8 Where the Supplier incurs extra cost owing to suspension or alteration of the time or location of delivery arising from the Customer’s instructions or lack of instructions, or by reason of interruptions, delays, overtime, unusual hours, mistakes or work occasioned by the act or default of the Customer, such cost shall be added to the price and paid for by the Customer.
9.9 It is always possible that, despite the Supplier’s reasonable efforts, some of the Products may be incorrectly priced. The Supplier will normally check prices as part of its dispatch procedures so that:
9.9.1 where the Products’ correct price is less than the price stated on the Supplier’s website, brochure or quotation, the Supplier will charge the lower amount when dispatching the Products to the Customer; and
9.9.2 if the Supplier discovers an error in the price of the Products that the Customer has ordered, the Supplier will contact the Customer in writing to inform them of this error and the Supplier will give the Customer the option of continuing to purchase the Products at the correct price or cancelling the Order. The Supplier will not process the Customer’s Order until it has the Customer’s instructions. If the Supplier is unable to contact the Customer using the contact details the Customer provided during the Order process, the Supplier will treat the Order as cancelled and notify the Customer in writing. If the Supplier mistakenly accepts and processes the Customer’s Order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by the Customer as a mispricing, the Supplier may cancel supply of the Products and refund the Customer any sums it has paid.
10. PAYMENT
10.1 Subject to condition 10.4, and unless otherwise specified in the Contract, or agreed in writing between the parties, payment shall be made as follows:
10.1.1 Where the Customer does not have a credit account with the Supplier, the total price of the Products together with all other charges and payments due to the Supplier shall be payable in advance.
10.1.2 Where the Customer has a credit account with the Supplier, the Customer shall pay each invoice issued by the Supplier within 30 days from the date on the invoice in full and cleared funds to a bank account nominated in writing by the Supplier.
10.1.3 Payments for the Products can be made by BACS or using a debit card or credit card. The Supplier accepts the following cards and payment methods:
• Visa;
• Mastercard;
• Google Pay; or
• Apple Pay.
10.2 Unless otherwise agreed between the parties in writing, all payments are due in pounds sterling and no payment shall be deemed to have been received until the Supplier has received cleared funds.
10.3 If the Customer fails to pay the Supplier any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Supplier on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
10.4 Time for payment shall be of the essence.
10.5 The Supplier reserves the right to withdraw, or amend the terms of, any credit account at any time.
10.6 All payments payable to the Supplier under the Contract shall become due immediately on its termination, despite any other provision.
10.7 The Customer shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise, unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Supplier to the Customer.
11. QUALITY OF PRODUCTS
11.1 Where the Supplier is not the manufacturer of the Products, the Supplier shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Supplier.
11.2 The following shall apply in respect of the Products:
11.2.1 The Supplier warrants that (subject to the other provisions contained in these conditions) on delivery the Products shall be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
11.2.2 The Customer is required to carry out all reasonable inspections of the Products on the date of delivery for the purpose of identifying defects and/or damage.
11.2.3 Where the Products have been signed for (whether by the Customer or on its behalf) on delivery as having been received in good condition, the Supplier shall not be liable for a breach of the warranty in condition 11.2.1 unless:
11.2.3.1 the Customer gives written notice of the defect to the Supplier by 11:00 am on the first Business Day following the date of delivery; and
11.2.3.2 the Supplier is given a reasonable opportunity, after receiving the notice, to examine the Products or any Products to which the alleged defective Product is attached.
11.2.4 Where the Products have not been signed for (whether by the Customer or on its behalf) on delivery as having been received in good condition, the Supplier shall not be liable for a breach of the warranty in condition 11.2.1 unless:
11.2.4.1 the Customer gives written notice of the defect to the Supplier within 7 days of the date of delivery; and
11.2.4.2 the Supplier is given a reasonable opportunity, after receiving the notice, to examine the Products or any Products to which the alleged defective Product is attached.
11.2.5 The Supplier shall not be liable for a breach of the warranty in condition 11.2.1 or any Product’s failure to comply with the warranty in condition 11.2.1 if:
11.2.5.1 the Customer makes any further use of the Product or any Products to which the alleged defective Product is attached after giving notice under condition 11.2.3 or condition 11.2.4; or
11.2.5.2 the defect arises because the Customer failed to follow either the Supplier or manufacturer’s oral or written instructions as to the storage, application, commissioning, use or maintenance of the Products or (if there are none) good trade practice; or
11.2.5.3 the Customer alters or repairs the Product or any Products to which the alleged defective Product has been applied without the written consent of the Supplier; or
11.2.5.4 the defect arises because the Supplier followed any drawing, design or specification supplied by the Customer; or
11.2.5.5 the defect arises because of fair wear and tear, wilful damage, neglect, negligence, or abnormal working conditions; or
11.2.5.6 damage occurs during installation; or
11.2.5.7 damage is caused by any party not appointed by the Supplier; or
11.2.5.8 damage is caused by anything supplied by any third party in connection with any thing or person not expressly authorised by the Supplier; or
11.2.5.9 the Product is used in combination with any products not approved by the Supplier; or
11.2.5.10 damage is caused after delivery; or
11.2.5.11 damage is caused by any other matter beyond the Supplier’s control as set out in condition 14.
11.2.6 Subject to the other provisions contained in these conditions, if any of the Products do not conform with the warranty in condition 11.2.1, the Supplier shall, at its option, repair or replace such Products (or the defective part of such Products) or refund the price of such Products at the pro rata Contract rate.
11.2.7 If the Supplier complies with condition 11.2.6, it shall have no further liability for a breach of the warranty in condition 11.2.1.
12. RETURN AND REFUNDS
12.1 Where the Supplier agrees at its discretion to allow the Customer to cancel its Order or the Supplier accepts a return other than where the Customer has a legal or contractual right to do so, the Supplier can charge a restocking fee (which the Supplier will advise the Customer of at the relevant time) and any costs of collecting the Products if the Supplier agrees to collect the Products.
12.2 If the Supplier doesn’t agree to collect, the Customer must return the Products at its own cost and risk and the Products must be returned in a resalable condition (including without any damage to the Products, and without the packaging having been damaged, defaced, opened or written on). Where the Products have been returned in compliance with the requirements of this condition, the Supplier will refund the price of the Products (less any return carriage fees or collection fees not paid by the Customer and less any restocking fee) to the credit card or debit card used to pay or the Customer’s credit account. If the Products or packaging are damaged or otherwise don’t comply with the requirements of this condition, then the Supplier will return them to the Customer, and no refund will be due. The Customer may be required to pay the costs to the Supplier of returning the Products to the Customer. If the Customer has any concerns, please contact the Supplier’s Customer Service Team at sales@redwood-uk.com.
12.3 Provided Products are returned as required by conditions 12.1 and 12.2, refunds will be processed as soon as possible and within five (5) Business Days after the Supplier has received the Products back from the Customer, or after the Supplier has collected the Products, where applicable.
13. PRODUCT RECALL
13.1 The Supplier may issue a notice to the Customer in writing to recall or withdraw the Products from the market:
13.1.1 if the Products are, or may be, unsafe;
13.1.2 if a defect in the Products may cause harm to the Supplier’s reputation or brand;
13.1.3 if the Products are, may be, or may become illegal or non-compliant with any law, regulation or government agency or industry standard; or
13.1.4 on any reasonable ground.
13.2 Upon receipt of notice, the Customer must:
13.2.1 comply with the notice to recall or withdraw; and
13.2.2 give such assistance as the Supplier may require to recall or withdraw the Products and comply with the Supplier’s instructions about the process of implementing that recall or withdrawal.
13.3 The Supplier will inform the Customer if it intends to collect the Products.
14. ACCURACY OF DATA SHEETS
14.1 The Supplier may, at its discretion, issue technical data sheets or product safety data sheets, or both, in respect of the Products.
14.2 The information contained in technical data sheets is based on results gained from experience and testing, and whilst believed to be reasonably accurate, the Supplier provides no warranty in respect of the accuracy of such information.
14.3 Conditions of use of the Products are not within the Supplier’s control, and it is recommended that the Customer determines for itself the suitability of the Products for its particular application.
14.4 The Supplier accepts no liability whatsoever for any loss or damage of any kind resulting directly or indirectly from the Customer’s reliance upon the accuracy of the information contained in any technical data sheet and/or any product safety data sheet.
15. TERMINATION
15.1 Without prejudice to any other rights or remedies which the parties may have, the Supplier may terminate the Contract without liability to the Customer immediately on giving notice to the other if:
15.1.1 the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
15.1.2 the Customer does not, within a reasonable time of the Supplier asking for it, provide the Supplier with information, cooperation or access that the Supplier needs to provide the Products; or
15.1.3 the Customer does not, within a reasonable time, either allow the Supplier to deliver the Products to the Customer or collect them from the Supplier on the agreed day for collection, after the Supplier has notified the Customer that the Products were ready for collection; then (unless the Products are made to the Customer’s specifications or are clearly personalised) the Order will be treated as cancelled.
15.2 Without affecting any of the Supplier’s other rights, the Supplier may suspend the supply or delivery of the Products to the Customer, or terminate the Contract with immediate effect by giving written notice to the Customer if:
15.2.1 the Customer commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within seven days of the Customer being notified in writing of the breach; or
15.2.2 circumstances exist or arise which, in the reasonable opinion of the Supplier, materially and adversely affect the performance of, or the ability to perform, the Customer’s duties and obligations under the Contract; or
15.2.3 the Customer ceases or threatens to cease to carry out its business; or
15.2.4 the Customer becomes bankrupt or makes a composition or arrangement with its creditors or, being a limited company, has a Petition issued for the Insolvency of that company or goes into liquidation or carries out its business under an Administrator, Receiver, Manager or Liquidator or enters into a scheme or arrangement for the benefit of its creditors or any of them.
15.3 On termination of the Contract by either party and for any reason:
15.3.1 all monies due to the Supplier under the Contract and not yet paid shall become payable immediately;
15.3.2 the Products will remain the property of the Supplier if ownership had not already passed to the Customer in accordance with the terms of this Contract;
15.3.3 the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected; and
15.3.4 the Customer shall return to the Supplier all property (including any Eco Crates) belonging to and provided by the Supplier under or in connection with the Contract.
16. LIMITATION OF LIABILITY (THE CUSTOMER’S ATTENTION IS DRAWN TO THIS PROVISION IN PARTICULAR)
References to liability in this condition 16 include every kind of liability arising under or in connection with the Contract, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
16.1 Subject to condition 6, condition 7, condition 11 and condition 14, the following provisions set out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
16.1.1 any breach of the Contract;
16.1.2 any use made or resale by the Customer of any of the Products or of any goods incorporating any of the Products; and
16.1.3 any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
16.2 Subject to condition 16.3 and condition 16.5:
16.2.1 the Supplier shall not be liable to the Customer for loss of profit, loss of business, loss of revenue, loss of use, loss of anticipated savings, or depletion of goodwill, in each case whether direct, indirect or consequential; and
16.2.2 the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of each Contract shall be limited to the price of the Products supplied or which were agreed to be supplied under that Contract.
16.3 The caps on the Supplier’s liability shall be reduced by:
16.3.1 payment of an uncapped liability;
16.3.2 any refunds issued to the Customer for the Products;
16.3.3 any costs incurred in replacing the Products; or
16.3.4 amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings.
16.4 Save as otherwise set out in this Contract, all warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
16.5 Nothing in these conditions excludes or limits the liability of the Supplier:
16.5.1 for death or personal injury caused by the Supplier’s negligence;
16.5.2 for any matter which it would be illegal for the Supplier to exclude or attempt to exclude its liability;
16.5.3 for any liability incurred by the Customer as a result of any breach by the Supplier of the condition as to title or the warranty as to quiet possession implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
16.5.4 for fraud or fraudulent misrepresentation.
17. INTELLECTUAL PROPERTY RIGHTS
17.1 The Supplier and its licensors shall retain legal title to the Eco Crates and ownership of all Intellectual Property Rights in the Eco Crates.
17.2 The Supplier grants to the Customer a non-exclusive, royalty-free, non-transferable, non-assignable, non-sublicensable, revocable licence until the Supplier collects the Eco Crates under condition 6.13 to use the Eco Crates for the sole purpose of receiving the Products. The Customer shall not create derivative works or otherwise commercially exploit the Eco Crates.
17.3 The Customer may not modify, amend, or supplement the Eco Crates in any way.
17.4 The Customer shall reimburse and indemnify the Supplier on a pound for pound basis for any liabilities, claims, costs, charges, damages, fines, losses, expenses (including legal and professional costs and expenses) suffered and/or incurred by the Supplier as a result of or in connection with the Customer’s breach of any of the provisions of this condition 17.
18. ASSIGNMENT
18.1 The Supplier may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract.
18.2 The Customer shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract or any part of it without the prior written consent of the Supplier.
19. FORCE MAJEURE
19.1 The Supplier reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Products ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of the Supplier including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
19.2 In the event that any force majeure event occurs, resulting in a delay, deferment, cancellation or reduction in accordance with condition 19.1, the Supplier will contact the Customer as soon as possible to let the Customer know, and the Supplier will do what it can to reduce the delay. As long as the Supplier does this, it won’t compensate the Customer for the delay, provided that, if the event in question continues for a continuous period in excess of 90 days, the Customer shall be entitled to give notice in writing to the Supplier to terminate the Contract, and receive a refund for any Products the Customer has paid for in advance, but not received.
20. PRIVACY POLICY
20.1 The Supplier may use any personal information the Customer provides to it to:
20.1.1 provide the Products;
20.1.2 process the Customer’s payment for the Products;
20.1.3 inform the Customer about similar products that the Supplier provides, but the Customer may stop receiving these at any time by contacting the Supplier; and
20.1.4 for other reasons set out in the Supplier’s Privacy Policy.
20.2 The Supplier will process the Customer’s personal information in accordance with its Privacy Policy.
20.3 “controller”, “personal data” and “process” have the meanings as set out in the Data Protection Legislation.
20.4 “Data Protection Legislation” means:
20.4.1 to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data; and
20.4.2 to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which the party is subject, which relates to the protection of personal data.
20.5 Data protection
20.5.1 Each party acknowledges that for the purposes of the Data Protection Legislation, each of them shall act as a data controller of any personal data provided to it by the other under or in connection with this Contract.
20.5.2 Each party shall comply with all obligations, responsibilities and duties imposed on it by the Data Protection Legislation in respect of any personal data which it passes to the other in connection with the terms of this Contract.
20.5.3 In respect of any personal data provided to a party by the other, the disclosing party:
20.5.3.1 warrants, represents and undertakes that it is entitled to lawfully transfer the relevant personal data to the receiving party so that the receiving party may lawfully use and process the relevant personal data for the purpose of performing its obligations and enjoying its rights under this Contract;
20.5.3.2 shall comply with all duties, obligations and restrictions imposed on it by the Data Protection Legislation in respect of the transfer of such personal data to the receiving party; and
20.5.3.3 shall not, by any act or omission in respect of such personal data, cause the receiving party to be in breach of or not fully compliant with the Data Protection Legislation.
21. GENERAL
21.1 Each right or remedy of the Supplier under the Contract does not limit any other rights the Supplier may have. The Supplier can still use any other legal options available to it.
21.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
21.3 Even if the Supplier delays in enforcing this Contract, the Supplier can still enforce it later. The Supplier might not immediately chase the Customer for not doing something (like paying) or for doing something the Customer is not allowed to, but that does not mean the Supplier cannot do it later.
21.4 Nobody else has any rights under this Contract. This Contract is between the Supplier and the Customer. Nobody else can enforce it and neither the Supplier nor the Customer will need to ask anybody else to sign-off on ending or changing it.
22. NOTICES
22.1 All notices between the parties about the Contract shall be in writing and delivered by hand or sent by first class post or sent by fax or email:
22.1.1 in the case of notices to the Supplier, to its place of business or such changed address as shall be notified to the Customer by the Supplier; or
22.1.2 in the case of notices to the Customer, to any address of the Customer set out in any document which forms part of the Contract or such other address as shall be notified to the Supplier by the Customer.
22.2 Notices shall be deemed to have been received:
22.2.1 if sent by pre-paid first-class post, two Business Days after posting (exclusive of the day of posting); or
22.2.2 if delivered by hand, on the day of delivery; or
22.2.3 if sent by fax or email on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next Business Day.
23. COMPLAINTS AND DISPUTES
23.1 The Supplier’s complaints procedure: Contact the Supplier’s customer service team at sales@redwood-uk.com or on 02392 233310, who will do their best to resolve any problems the Customer has with the Supplier or its Products.
23.2 The formation, existence, construction, performance, validity and all aspects of these terms are governed by English law. The Customer irrevocably agrees to submit all disputes arising out of or in connection with the Contract with the Supplier to the exclusive jurisdiction of the English courts.
Issued April 2026