REDWOOD PLASTICS AND RUBBER CORP. | 01 JULY 2026
The following terms and conditions supersede all previous quotations or agreements between REDWOOD PLASTICS AND RUBBER CORP. (“REDWOOD”) and the Customer (Purchaser, Buyer), and by ordering the goods from REDWOOD the Customer agrees to and accepts the following terms and conditions for the sale of the goods from REDWOOD to the Customer. REDWOOD may insist upon strict compliance with these terms and conditions despite any previous custom, practice, or course of dealing to the contrary.
1. QUOTATION PERIOD
A quotation is valid for a period of thirty (30) days from quotation date. It is subject to partial acceptance only upon the written consent of REDWOOD.
2. DELAYS
Delivery dates are estimated only based upon conditions as known to REDWOOD at the time of the quotation. REDWOOD shall not be liable for any direct, indirect or consequential damages due to delays or inability to perform caused by factors beyond its control, including but not limited to acts of God, flood, war, riot, fire, accident, explosion, labour trouble, acts of Government, delay or default by sub-contractors or suppliers of material or suppliers of component parts or equipment or service or by transportation difficulties or delays. Delivery dates shall be extended by the period of such delay.
3. TERMS OF PAYMENT
All orders are subject to approval of REDWOOD’S Credit Department. All prices quoted are f.o.b. REDWOOD’S stated shipping locations. Goods will be invoiced when ready for delivery and payment is due within thirty (30) days from the date of invoice. All payment past due shall bear interest at the rate of 1.5% per month (18% per annum) until paid.
REDWOOD reserves the right to alter the terms of payment or require payment prior to delivery if, in its opinion, the Customer’s financial condition or other circumstances do not warrant delivery on the terms aforesaid.
Orders cannot be cancelled or changed, or deliveries deferred, except in accordance with these terms and as agreed upon by REDWOOD in writing. If the Customer is unable to remove the goods within ten (10) days of their delivery f.o.b. REDWOOD’S stated shipping location, REDWOOD shall be entitled to charge storage for the goods in an amount reasonably determined by REDWOOD.
If the Customer has agreed to make instalment payments during the course of the manufacture of the goods, the Customer shall make such instalment payments when due and REDWOOD may suspend the manufacturing of the goods when any instalment payment is not paid when due and any delivery date for the goods shall be extended by the length of time the manufacturing process is so held in abeyance. Without limiting the foregoing, if any instalment payment is more than 15 days in arrears, REDWOOD may, by written notice to the Customer, terminate this agreement and the Customer shall forthwith pay to REDWOOD the value of all labour and materials supplied to the date of such termination, together with a reasonable amount for overhead and profit.
4. TITLE TO GOODS
Title to all goods shall remain with REDWOOD until payment therefor has been made in full. The Customer hereby grants to REDWOOD a purchase money security interest in all of the goods as security for the purchase price of any of the goods (including interest thereon and any other monies owing to REDWOOD) and should the Customer not pay REDWOOD’S invoice(s) when due, REDWOOD shall have the right at any time to retake possession of the goods, including the right to stop the goods in transit or attend the Customer’s premises to retake possession of the goods and retain them, until payment in full, and may exercise all rights and remedies available to it under the Personal Property Security Act or any other applicable legislation.
5. TAXES
Prices quoted are exclusive of all sales and excise taxes, GST, custom duties or other taxes or levies, and the Customer is responsible for all such taxes.
6. SHIPMENT AND RISK
If transportation is quoted, REDWOOD shall decide carrier and method of shipment unless REDWOOD has agreed to Customer’s instructions prior to quotation. All transportation or freight quotations are an estimate only and the actual costs of transportation or freight shall be determined when the goods are ready for shipment and the Customer shall pay the actual cost of the transportation or freight, including insurance. REDWOOD will not be responsible for any loss or damage to the goods after they are ready for delivery to carrier, and Customer agrees to assume all such risks. All insurance premiums, special crating costs and shipping charges shall be arranged and paid by the Customer. REDWOOD shall not be liable for any loss or damage to the goods while in the possession of the carrier or liable for any delay in delivery of the goods by the carrier, all of which shall be resolved directly between Customer and carrier. All goods are delivered f.o.b. REDWOOD’S stated shipping location and any arrangements made by REDWOOD for transportation or shipment of the goods is made as agent for the Customer who will reimburse REDWOOD for all costs thereof.
7. PRICE ADJUSTMENTS
Pricing posted on the website and in-store are subject to change at any time. Prices provided on written quotations are based on current labour rates and/or material costs and where applicable, current freight rates, customs duties, taxes and foreign exchange rates, and prices are therefore subject to change to the extent of any material change (either before or after acceptance of this quotation and during the period between time of quotation and delivery date) in any of the foregoing items, a material change being an increase of 5% or more of the component price used by REDWOOD to determine the manufacturing cost of the goods. There will be no price reduction except with the prior written consent of REDWOOD.
8. INSPECTION
If the Customer reserves the right to inspect the goods prior to delivery, such inspection shall be made within seven (7) days of Customer receiving notice from REDWOOD that the goods are ready for delivery; otherwise Customer shall be deemed to have waived all rights of inspection, and delivery to the Customer shall be deemed to be completed at the end of the seven (7) day period. Any claim for shortage or apparent defect in the goods shall be made in writing to REDWOOD within seventy-two (72) hours of Customer’s receipt of the goods and unless such notice is given Customer shall be deemed to have inspected and accepted the goods.
9. CANCELLATION AND RETURN OF GOODS
REDWOOD offers a (30) day return policy with receipt or proof of purchase, for return or exchange of goods which are in original condition that customer received it, unused, in original packaging with tags and labels intact.
Certain Goods cannot be returned. These include clearance/sale items, gift cards, custom-manufactured and fabricated products, cut-to-size stock, special order items, FDA approved “Food Safe” products, and Hazardous &/or Flammable materials such as certain solvents, paints, resins, or chemicals as listed on the website. The Customer acknowledges these goods were custom provided for the Customer and have no value except scrap value, and the Customer is responsible to pay for the goods in full.
10. PATENTS, INFRINGEMENT
REDWOOD warrants that any goods manufactured in accordance with its specifications will not infringe any patent, industrial design, copyright, trademark or other proprietary right of any other person and REDWOOD shall indemnify the Customer from any claim, proceeding or liability relating to any claim based upon such infringement.
The Customer warrants that any goods manufactured in accordance with any plans or specifications provided by the Customer to REDWOOD shall not infringe any patent, industrial design, copyright, trademark or other proprietary right of any other person and the Customer shall indemnify REDWOOD from any claim, proceeding or liability relating to any claim based upon such infringement.
Any inventions or other proprietary right developed or discovered by REDWOOD during the course of design or manufacture of the goods, whether in accordance with the Customer’s plans or specifications or otherwise, shall be the exclusive property of REDWOOD.
11. INDUSTRIAL/COMMERCIAL USE
User acknowledges that many of the Products sold by Redwood Plastics and Rubber Corp. are for industrial or commercial use only and agrees to use those specified Products only for industrial or commercial purposes.
12. PROHIBITED USE
As a condition to the terms of purchase, the Purchaser may not use the products purchased from the Seller, in any way that would violate any local, municipal, provincial, federal, or international, rule, law, or regulation of any kind, whether currently in effect or hereinafter enacted.
13. PRODUCT STEWARDSHIP
Customer agrees that Products will be used, handled, stored, transported, and disposed of in such a manner as is necessary for the safety and protection of persons, property, and the environment, and in accordance with the manufacturer’s recommendations and applicable laws and regulations.
Customer agrees to instruct its employees, subcontractors, agents, and representatives with respect to, and to make certain that they know and understand, procedures necessary to enable them to comply with the requirements set forth herein and make certain that they are adequately trained in the use, handling, storage, transportation, and disposition of the Products.
Customer further agrees to deliver the most recent edition of Product literature, including Material Safety Data Sheets, to its employees and customers and to maintain a written record of such deliveries. Buyer shall only purchase for use or resale by, for or to those who can handle, use, store, transport and dispose of Products safely.
14. WARRANTY
The Customer represents that it is familiar with the characteristics, qualities, and uses of The Products it is purchasing from REDWOOD and that the Customer is not relying on the REDWOOD skill or judgement to select or furnish products for any particular purpose.
The Customer acknowledges that REDWOOD acts as a distributor and reseller for Products not branded by the Seller (Resale Products) and that matters relating to the quality, function or use of Resale Products are not within the control of REDWOOD. Accordingly, REDWOOD makes no warranties or claims whatsoever concerning Resale Products. The foregoing warranties are in lieu of and exclude all other warranties or conditions express or implied. REDWOOD expressly excludes any implied or express warranties or conditions of fitness for a particular purpose or merchantability.
REDWOOD warrants that its branded products (such as Redwood- OR Redco labeled products) conform to Seller’s published specifications at time of delivery. REDWOOD warrants that services provided by the Seller will be consistent with their standard specifications and standard practices of workmanship.
REDWOOD warrants that the manufactured or fabricated goods will be manufactured in a good and workmanlike manner, in substantial conformity with the specifications of REDWOOD and will be manufactured free from defects in material and workmanship.
This warranty is in lieu of all other warranties, written, oral, statutory, express or implied, including without limitation, warranties of merchantability and of fitness for a particular purpose. Unless otherwise extended by REDWOOD in writing, any claim for breach of this warranty must be made in writing delivered to REDWOOD within (3) days from date of offer of delivery of the goods to the Customer.
REDWOOD shall have no responsibility for any material or equipment supplied by the Customer who shall ensure all such material and equipment is fit for the purpose intended and in compliance with applicable laws.
This warranty shall not cover any loss or damage to the goods caused by misuse, abuse or neglect of the goods, or by the failure to maintain the goods in accordance with prudent practice or to the original manufacturer’s instructions.
This warranty of REDWOOD may not be assigned by the Customer to any purchaser of the goods except with the prior written consent of REDWOOD, and when so assigned shall be subject to the terms and limitations of this agreement.
REDWOOD shall not be responsible for payment of any flow down costs or back charges except with the prior written consent of REDWOOD.
15. CONFIDENTIALITY
Should REDWOOD disclose any confidential or proprietary information to the Customer, or should the Customer become privy to such information, the Customer agrees it shall not use nor disclose any such information to any other person or use such information for its own benefit and the Customer shall cause its employees and subcontractors to maintain the confidentiality of such information which shall remain the sole property of REDWOOD.
16. LIMITATION OF LIABILITY
The liability of REDWOOD (including its directors, officers, agents, employees, suppliers and affiliates) shall be limited to the replacement of the goods or, at REDWOOD’S option, refund of the purchase price of the goods and Customer shall not have any claim for damages arising out of the use or the operation of the goods or this contract, whether in tort or in contract, except only for the value of defective goods, and without limiting the foregoing, REDWOOD (including its directors, officers, agents, employees, suppliers and affiliates) shall not be liable for any special or consequential damages of any nature or kind whatsoever including personal injury or property damage or business, economic or other loss, and their liability for damages of any nature or kind shall not exceed the purchase price of the goods.
17. FORCE MAJEURE
REDWOOD is not liable for nonperformance or delay in performance caused by circumstances beyond Seller’s control (“Force Majeure Event”). A Force Majeure Event includes, without limitation, (a) acts of God, war, riots, fire, explosions, floods, strikes, lockouts, injunctions, accidents, Product short supply, unforeseen shutdown of major sources of supply, breakage of machinery or apparatus, or national emergency, (b) Seller’s inability to obtain at prices Seller deems in its discretion to be commercially reasonable, the Product, fuel, power, raw materials, labour, containers or transportation facilities, (c) the occurrence of any unforeseeable contingency making performance impracticable, or (d) compliance in good faith with any applicable governmental statute, regulation, decree, rule or order. Any delivery so suspended shall be cancelled without liability, but these Terms and Conditions shall otherwise remain unaffected. This section does not apply to payment obligations.
18. APPLICABLE LAW
This contract between the Customer and REDWOOD shall be subject to and construed in accordance with the laws of the Province of British Columbia and any claim or dispute arising from the sale or use of the goods or the terms of this contract shall be litigated, if at all, in the courts of British Columbia and no such claim or proceeding shall be made or commenced or continued in any other jurisdiction.
19. EXCLUSION CLAUSE
The terms and conditions contained herein constitute the entire agreement between the parties with respect to the manufacture and the sale of the goods to the Customer and supersede and replace all other written or oral agreements, warranties or representations respecting the goods and there are no terms, conditions, representations, promises, warranties or collateral agreements between REDWOOD and Customer except those expressly contained herein or acknowledged in writing by REDWOOD and signed by an authorized signatory of REDWOOD.
20. GENERAL TERMS
This agreement, and any amendment to this agreement, may be executed in counterparts and may be accepted or amended by facsimile or electronic mail, and the ordering of the goods from REDWOOD shall be conclusive evidence of the Customer’s agreement to these terms and conditions of sale.
Notices hereunder may be delivered or sent by mail, facsimile or email, and shall be effective upon delivery.
In this agreement, “commissioning of the goods” means the time when the goods are placed into service in the manner in which the goods were designed to function, or, if the Customer has performed factory acceptance testing, the time when such factory acceptance testing has been completed or substantially completed by the Customer or the Customer’s representative.
This agreement may not be assigned without the prior consent of the other party.
If there is more than one Customer, the covenants of the Customers in this agreement shall be joint and several.