Terms

Terms and Conditions of Sale

Last updated: 23 July 2026

These Terms and Conditions apply to business customers purchasing goods from Redlake Solutions Limited. They do not apply where the customer is purchasing wholly or mainly for personal use.

1. Introduction and definitions

1.1 These terms and conditions, referred to as the “Conditions”, set out the terms on which Redlake Solutions Limited supplies goods to its business customers.

1.2 Redlake Solutions Limited is a company registered in England and Wales under company number 12199174, whose registered office is at 8 Quarry Lane, Red Lake, Telford, Shropshire, England, TF1 5EE. In these Conditions, Redlake Solutions Limited is referred to as the “Company”, “we”, “us” or “our”.

1.3 The person, company, partnership or other organisation purchasing the Goods is referred to as the “Customer” or “you”.

In these Conditions:

  • Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
  • Contract means the contract between the Company and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
  • Delivery Note means any delivery note, dispatch note or equivalent document issued by the Company in connection with the Goods.
  • Goods means the products, equipment, components, hardware or other items supplied or to be supplied by the Company under the Contract.
  • Order means the Customer’s order for the Goods, whether submitted through a website, quotation acceptance, purchase order, email, telephone call or another agreed method.
  • Order Confirmation means a written or electronic confirmation issued by the Company accepting the Customer’s Order.
  • Specification means any agreed description, technical specification, drawing, configuration or requirement for the Goods.
  • Writing includes email unless these Conditions state otherwise.

1.4 The Contract consists of these Conditions together with the applicable Order Confirmation, quotation, invoice, Specification and Delivery Note issued or approved by the Company.

1.5 By placing an Order, accepting a quotation, making payment or accepting delivery of the Goods, the Customer confirms that it accepts these Conditions.

2. Application of these Conditions

2.1 These Conditions apply to all sales of Goods by the Company unless alternative terms have been expressly agreed in writing and signed by a director of the Company.

2.2 These Conditions take priority over any inconsistent terms supplied or referred to by the Customer, including any terms contained in a purchase order, supplier portal, order acknowledgement, confirmation, tender document or other communication.

2.3 Any terms proposed by the Customer are excluded unless the Company expressly agrees to them in writing.

2.4 Any quotation issued by the Company is an invitation to place an Order and does not constitute an offer capable of acceptance unless the quotation expressly states otherwise.

2.5 An Order placed by the Customer constitutes an offer to purchase the Goods in accordance with these Conditions.

2.6 An Order shall not be treated as accepted until the Company:

  1. issues an Order Confirmation;
  2. confirms acceptance verbally or in writing;
  3. dispatches the Goods;
  4. issues a Delivery Note; or
  5. otherwise begins performing the Contract,

whichever occurs first.

2.7 The Customer is responsible for ensuring that the Order, Specification, delivery information, vehicle information, equipment requirements and any other information supplied to the Company are complete and accurate.

2.8 The Customer acknowledges that it has not relied on any statement, representation, promise or assurance that is not expressly included in the Contract.

2.9 Nothing in this clause excludes or limits liability for fraud or fraudulent misrepresentation.

3. Description and specification of the Goods

3.1 The quantity and description of the Goods shall be as stated in the applicable Order Confirmation, quotation, invoice, Specification or Delivery Note.

3.2 Any samples, photographs, drawings, illustrations, measurements, performance figures, technical information, advertising materials, website content, catalogues or brochures are intended to give an approximate description of the Goods only.

3.3 Unless expressly incorporated into the Contract, such materials shall not form part of the Contract and the sale shall not be treated as a sale by sample.

3.4 The appearance, packaging, design, dimensions, configuration or specification of the Goods may vary where:

  1. the variation does not materially affect the quality or performance of the Goods;
  2. the variation is required by law or regulatory requirements;
  3. the manufacturer has changed or updated the Goods;
  4. an equivalent or improved component is substituted; or
  5. the change has been agreed with the Customer.

3.5 The Customer is responsible for determining whether the Goods are suitable for its intended purpose, vehicles, equipment, systems and operating environment, except where the Company has expressly confirmed suitability in writing.

3.6 The Company may make changes to a Specification where required to comply with applicable law, safety requirements or technical standards, provided that the change does not materially reduce the overall quality or performance of the Goods.

4. Delivery

4.1 Unless otherwise agreed in writing, delivery shall take place at the delivery address specified by the Customer and accepted by the Company.

4.2 The Customer shall ensure that the delivery address is accurate and that suitable access, personnel and facilities are available to accept delivery.

4.3 Where next-Business-Day delivery has been quoted or confirmed for an Order placed before 4:00 pm on a Business Day, the Company shall use reasonable endeavours to meet that delivery target.

4.4 Any delivery date or time supplied by the Company is an estimate only unless the Company expressly agrees in writing that delivery by a particular date is guaranteed.

4.5 Time for delivery shall not be of the essence of the Contract and shall not become of the essence merely because the Customer serves a notice requiring delivery by a particular date.

4.6 Subject to any liability that cannot lawfully be excluded, the Company shall not be liable for any loss, cost, damage, charge or expense arising directly or indirectly from a delay in delivery.

4.7 A delay in delivery shall not entitle the Customer to cancel or terminate the Contract, refuse the Goods or withhold payment unless the Company expressly agrees otherwise in writing.

4.8 If the Customer fails to accept delivery when the Goods are ready, or the Company is unable to deliver because the Customer has failed to provide suitable instructions, information, access, licences, permissions or authorisations:

  1. delivery shall be treated as completed;
  2. risk in the Goods shall pass to the Customer;
  3. the Company may store the Goods until actual delivery takes place;
  4. the Customer shall be responsible for reasonable storage, insurance and redelivery costs; and
  5. the Company may invoice the Customer as though delivery had taken place.

4.9 The Company may deliver an Order in separate instalments.

4.10 Each instalment may be invoiced separately and shall be treated as a separate Contract. A delay, defect or failure affecting one instalment shall not entitle the Customer to cancel any other instalment.

4.11 The Company may use third-party carriers and delivery providers. The Customer shall comply with any reasonable delivery requirements communicated by the carrier or the Company.

5. Non-delivery, shortages and delivery damage

5.1 The quantity of Goods recorded by the Company when the consignment leaves the Company’s premises, warehouse, supplier or fulfilment provider shall be evidence of the quantity dispatched.

5.2 The Customer must inspect the Goods promptly following delivery.

5.3 Any visible damage, incorrect Goods or shortage must be recorded on the carrier’s delivery documentation where reasonably possible and reported to the Company in writing within two Business Days of delivery.

5.4 Any complete failure of delivery must be reported to the Company in writing within seven days after the date on which the Goods would ordinarily have been expected to arrive.

5.5 The Customer must provide reasonable supporting information, including photographs, delivery documentation, packaging details and evidence of the alleged shortage or damage.

5.6 The Company shall not be liable for non-delivery, shortage or delivery damage where the Customer fails to notify the Company within the periods specified above, unless it was not reasonably possible for the Customer to identify the issue within that period.

5.7 Where the Company accepts liability for non-delivery, shortage or delivery damage, its obligation shall be limited, at its option, to:

  1. replacing the affected Goods within a reasonable period;
  2. repairing the affected Goods where appropriate;
  3. supplying the missing quantity; or
  4. issuing a credit note or refund for the affected Goods at the applicable Contract price.

6. Risk and ownership

6.1 Risk of loss of or damage to the Goods shall pass to the Customer when:

  1. delivery is completed;
  2. the Goods are collected by the Customer or its carrier;
  3. the Goods are left at the agreed delivery location; or
  4. delivery is treated as completed under clause 4.8,

whichever occurs first.

6.2 Ownership of the Goods shall not pass to the Customer until the Company has received payment in full, in cleared funds, for:

  1. the Goods;
  2. all related delivery, storage and other charges; and
  3. all other amounts that are due or become due from the Customer to the Company on any account.

6.3 Until ownership has passed, the Customer shall:

  1. hold the Goods as the Company’s bailee;
  2. store the Goods separately from goods belonging to the Customer or any third party;
  3. ensure that the Goods remain readily identifiable as the Company’s property;
  4. not remove, destroy, alter, deface or obscure any identification, serial number or packaging;
  5. maintain the Goods in satisfactory condition;
  6. keep the Goods insured for their full replacement value against all usual risks;
  7. provide evidence of that insurance to the Company upon request; and
  8. notify the Company immediately if any event listed in clause 6.6 occurs.

6.4 Subject to clause 6.5, the Customer may resell the Goods before ownership passes only where the resale:

  1. takes place in the ordinary course of the Customer’s business;
  2. is made at full market value;
  3. is made by the Customer acting as principal; and
  4. does not breach any restriction imposed by the manufacturer or the Company.

6.5 The Customer’s right to possess or resell Goods owned by the Company shall end immediately if the Customer:

  1. fails to pay any amount due to the Company by its due date;
  2. breaches a material obligation under the Contract;
  3. stops or threatens to stop carrying on all or a substantial part of its business;
  4. is unable to pay its debts as they fall due;
  5. is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
  6. enters into negotiations or an arrangement with creditors;
  7. has a winding-up petition presented or resolution passed against it;
  8. enters liquidation, except for a solvent restructuring approved by the Company;
  9. has an administrator, receiver, administrative receiver or similar officer appointed;
  10. becomes subject to bankruptcy proceedings where the Customer is an individual;
  11. suffers any execution, attachment or similar process against its assets; or
  12. creates or permits a charge or other security interest over the Goods.

6.6 Once the Customer’s right to possession has ended, the Customer shall make the Goods available for collection.

6.7 The Customer grants the Company and its authorised representatives an irrevocable licence to enter any premises where the Goods are or may be stored in order to inspect or recover them, subject to the Company acting lawfully and taking reasonable steps to minimise disruption.

6.8 The Company may recover payment for the Goods even though ownership has not passed to the Customer.

6.9 Where the Company cannot determine which goods are the Goods to which its right of recovery relates, goods of the same type shall be treated as having been sold or used in the order in which they were invoiced.

6.10 The Company’s rights under this clause shall continue after cancellation, termination or expiry of the Contract.

7. Prices

7.1 Unless otherwise agreed in writing, the price payable for the Goods shall be:

  1. the price stated in the applicable quotation or Order Confirmation; or
  2. where no price has been confirmed, the price shown in the Company’s applicable price list at the date of dispatch.

7.2 A quotation shall remain valid for the period stated in it. Where no validity period is stated, it shall remain valid for 30 days from its issue date, unless withdrawn earlier by the Company.

7.3 The Company may amend its prices before dispatch to reflect an increase in:

  1. manufacturer or supplier prices;
  2. raw material or component costs;
  3. transport, fuel, insurance or import costs;
  4. taxes, duties, tariffs or regulatory charges;
  5. foreign exchange costs;
  6. costs caused by information or instructions supplied by the Customer; or
  7. costs caused by a delay for which the Customer is responsible.

7.4 Unless expressly stated otherwise, all prices exclude:

  1. value added tax;
  2. packaging and carriage;
  3. loading and unloading;
  4. insurance;
  5. installation and configuration;
  6. training;
  7. subscriptions, licences and data charges;
  8. parking, permits, tolls and access charges; and
  9. any other applicable duties, taxes or charges.

7.5 The Customer shall pay all applicable VAT and additional charges at the same time as payment for the Goods.

8. Payment

8.1 Unless alternative payment terms have been agreed in writing, the Customer shall pay each invoice in pounds sterling within 30 days of the invoice date.

8.2 The Company may require full or partial payment before ordering, configuring, reserving, dispatching or delivering the Goods.

8.3 Time for payment is of the essence.

8.4 Payment shall not be treated as received until the Company has received cleared funds.

8.5 The Customer shall pay all amounts due in full without deduction, withholding, set-off, counterclaim, discount or abatement, except where a deduction is required by law or authorised by a final court order.

8.6 If the Customer fails to make a payment when due, the Company may, without limiting its other rights:

  1. suspend further deliveries, Orders, services or account access;
  2. cancel any undelivered Order;
  3. withdraw any credit terms;
  4. require immediate payment of all outstanding invoices;
  5. retain any deposit or advance payment to the extent permitted by law;
  6. recover reasonable debt collection and legal costs; and
  7. claim statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998.

8.7 All amounts payable under the Contract shall become immediately due if the Contract is terminated or if the Customer becomes subject to an insolvency event.

8.8 Any query concerning an invoice must be raised in writing within seven days after the invoice date. Raising a query does not relieve the Customer from paying any undisputed amount by its due date.

9. Quality, warranties and defects

9.1 Unless expressly stated otherwise, the Company is a supplier or reseller rather than the manufacturer of the Goods.

9.2 Where the Goods are supplied with a manufacturer’s warranty, the Company shall use reasonable endeavours to pass the benefit of that warranty to the Customer.

9.3 Any manufacturer’s warranty shall be subject to the manufacturer’s own terms, exclusions, claim procedures and warranty period.

9.4 The Customer must notify the Company in writing promptly after discovering an alleged defect and must provide:

  1. the relevant invoice or Order number;
  2. the product name, model and serial number;
  3. a clear description of the alleged defect;
  4. photographs, recordings, diagnostic information or other supporting evidence where available; and
  5. any additional information reasonably requested by the Company or manufacturer.

9.5 The Customer shall give the Company and manufacturer a reasonable opportunity to inspect, test and assess the affected Goods.

9.6 The Customer shall not return Goods without first obtaining the Company’s written authorisation and following the applicable returns procedure.

9.7 Subject to any applicable manufacturer’s warranty, the Company shall not be responsible for a defect or failure caused by:

  1. fair wear and tear;
  2. accidental or deliberate damage;
  3. misuse, neglect or abnormal operating conditions;
  4. failure to follow instructions or technical requirements;
  5. incorrect storage, handling, transport, installation or maintenance;
  6. installation or alteration by an unauthorised person;
  7. use with incompatible vehicles, hardware, software, wiring, networks or systems;
  8. third-party equipment or services;
  9. electrical faults, voltage irregularities or power supply issues;
  10. mobile network, satellite, GPS, internet or communications coverage;
  11. environmental interference or signal obstruction;
  12. failure to install an update or replacement recommended by the Company or manufacturer;
  13. continued use after a defect became or should reasonably have become apparent;
  14. unauthorised removal of identification or security markings; or
  15. a Specification, drawing or instruction supplied by the Customer.

9.8 Where a valid warranty claim is accepted, the Company’s obligation shall be limited, at its option and subject to the applicable warranty, to repair, replacement, re-performance, a credit note or a refund of the price paid for the affected Goods.

9.9 Replacement Goods may be refurbished or functionally equivalent where permitted by the applicable manufacturer’s warranty.

10. Limitation of liability

10.1 References to the Company’s liability in this clause include liability arising from the acts or omissions of its employees, officers, agents, contractors and subcontractors.

10.2 Nothing in these Conditions excludes or restricts liability:

  1. for death or personal injury caused by negligence;
  2. for fraud or fraudulent misrepresentation;
  3. for breach of the terms implied by section 12 of the Sale of Goods Act 1979;
  4. where exclusion or restriction would be unlawful; or
  5. for any other liability that cannot lawfully be excluded or restricted.

10.3 Subject to clause 10.2, all warranties, conditions and terms implied by statute, common law, trade custom or course of dealing are excluded to the fullest extent permitted by law.

10.4 Subject to clause 10.2, the Company’s total aggregate liability arising out of or in connection with a Contract, whether in contract, tort including negligence, breach of statutory duty, misrepresentation, restitution or otherwise, shall not exceed the price paid or payable for the Goods giving rise to the claim.

10.5 Subject to clause 10.2, the Company shall not be liable for:

  1. loss of profit;
  2. loss of revenue;
  3. loss of business;
  4. loss of anticipated savings;
  5. loss of contracts or commercial opportunities;
  6. loss or corruption of data;
  7. loss of software availability or system access;
  8. loss of use of a vehicle or equipment;
  9. vehicle recovery, replacement vehicle or downtime costs;
  10. increased insurance premiums;
  11. fines, penalties or enforcement charges imposed by a third party;
  12. loss of goodwill or reputation; or
  13. indirect or consequential loss.

10.6 The Company does not guarantee uninterrupted access to satellite, GPS, mobile, communications, internet or third-party network services. The availability and accuracy of those services may be affected by matters outside the Company’s reasonable control.

10.7 Unless expressly agreed in writing, the Goods are not represented as eliminating theft, accidents, insurance claims, regulatory breaches, vehicle misuse or other operational risks.

10.8 The Customer remains responsible for:

  1. the lawful and safe operation of its vehicles, equipment and business;
  2. regulatory and operator compliance;
  3. maintaining suitable insurance;
  4. protecting account credentials and access information;
  5. maintaining backups of important information; and
  6. taking reasonable steps to reduce and mitigate any loss.

10.9 Nothing in these Conditions makes the Company responsible for a third-party manufacturer, network operator, software provider, installer, insurer, regulator, carrier or service provider, except to the extent that the Company is legally responsible for that party.

11. Assignment and subcontracting

11.1 The Company may assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under the Contract.

11.2 The Customer may not assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under the Contract without the Company’s prior written consent.

11.3 The Company may use manufacturers, distributors, warehouses, carriers, installers, engineers, contractors and other third parties to fulfil the Contract.

12. Events outside the Company’s control

12.1 The Company shall not be liable for a delay or failure to perform its obligations caused by an event outside its reasonable control.

Such events may include:

  • acts of God;
  • flood, fire, explosion or severe weather;
  • epidemic or pandemic;
  • war, armed conflict, sanctions, embargo or national emergency;
  • terrorism, civil commotion, riot or protest;
  • governmental, regulatory or customs action;
  • changes in law or import requirements;
  • industrial disputes, strikes or lock-outs;
  • shortages of labour, materials, components, fuel or transport;
  • failure or delay affecting manufacturers, suppliers or carriers;
  • port, border or customs delays;
  • interruption of utilities, communications or internet services;
  • cyberattack or failure of information technology systems;
  • failure of satellite, GPS or mobile networks; or
  • any other event that could not reasonably have been prevented by the Company.

12.2 Where such an event occurs, the Company may:

  1. suspend performance for the duration of the event;
  2. extend any delivery or performance date;
  3. reduce the quantity of Goods supplied;
  4. substitute reasonably equivalent Goods where appropriate; or
  5. cancel all or part of the affected Contract without liability.

12.3 If the event continues for more than 60 consecutive days, either party may terminate the part of the Contract that remains unperformed by giving written notice to the other party.

12.4 Termination under this clause shall not affect accrued rights, Goods already delivered or amounts already due.

13. Termination

13.1 The Company may suspend performance or terminate a Contract immediately by written notice where the Customer:

  1. fails to pay an amount when due;
  2. commits a material breach that cannot be remedied;
  3. fails to remedy a remediable breach within seven days after receiving written notice;
  4. provides materially inaccurate or misleading information;
  5. acts unlawfully or requires the Company to act unlawfully;
  6. becomes subject to an event described in clause 6.5; or
  7. causes the Company reasonably to believe that payment or performance is at risk.

13.2 Upon termination:

  1. all outstanding invoices and other amounts shall become immediately payable;
  2. the Customer shall pay for Goods ordered, manufactured, configured, dispatched or delivered;
  3. the Customer shall return any Goods owned by the Company;
  4. the Company may recover Goods owned by it; and
  5. rights and liabilities accrued before termination shall continue.

13.3 Any provision intended expressly or by implication to continue after termination shall remain effective, including provisions concerning payment, ownership, confidentiality, liability, notices and governing law.

14. General provisions

14.1 Entire agreement

The Contract constitutes the entire agreement between the parties concerning its subject matter and replaces any previous discussions, correspondence, negotiations, arrangements or agreements relating to that subject.

14.2 Variation

No amendment to the Contract shall be effective unless it is agreed in writing by an authorised representative of the Company.

14.3 Waiver

A delay or failure by the Company to exercise a right or remedy shall not constitute a waiver of that right or remedy. A waiver of one breach shall not constitute a waiver of any later breach.

14.4 Rights and remedies

The Company’s rights and remedies under the Contract are cumulative and do not exclude any rights or remedies provided by law.

14.5 Severability

If any provision of the Contract is held to be illegal, invalid or unenforceable, it shall be treated as modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the affected provision shall be deleted. The remaining provisions shall continue in full force.

14.6 Third-party rights

Unless expressly stated otherwise, a person who is not a party to the Contract shall have no right to enforce any term of it under the Contracts (Rights of Third Parties) Act 1999.

14.7 Relationship between the parties

Nothing in the Contract creates a partnership, joint venture, agency, employment relationship or fiduciary relationship between the parties. Neither party has authority to bind the other unless expressly authorised in writing.

14.8 Headings

Clause headings are included for convenience only and do not affect the interpretation of the Contract.

14.9 Interpretation

Words in the singular include the plural and words in the plural include the singular. References to legislation include any amendment, replacement or re-enactment of that legislation.

15. Notices

15.1 A formal notice under the Contract must be in writing and delivered:

  1. personally;
  2. by pre-paid first-class post or another next-Business-Day delivery service; or
  3. by email to an address specifically nominated by the receiving party for formal contractual notices.

15.2 Notices to the Company by post must be addressed to: Redlake Solutions Limited
8 Quarry Lane
Red Lake
Telford
Shropshire
England
TF1 5EE

15.3 Notices to the Customer may be sent to the Customer’s registered office, principal place of business, delivery address, billing address or an address stated in the Order or Contract.

15.4 Subject to evidence showing otherwise, a notice shall be treated as received:

  1. if delivered personally, when left at the correct address;
  2. if sent by post, at 9:00 am on the second Business Day after posting; and
  3. if sent by email, when transmitted without an automated delivery failure message, provided that an email sent outside normal business hours shall be treated as received at 9:00 am on the next Business Day.

15.5 This notices clause does not apply to the formal service of court proceedings or other documents in legal proceedings.

16. Governing law and jurisdiction

16.1 The Contract and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, shall be governed by the laws of England and Wales.

16.2 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with the Contract.

17. Company information

Redlake Solutions Limited
Registered in England and Wales
Company number: 12199174
Registered office: 8 Quarry Lane, Red Lake, Telford, Shropshire, England, TF1 5EE