# MANUFACTURING AND SUPPLY AGREEMENT
Date: 15 May 2029
Parties: Ridgeway Mobility Ltd and Calder Components Ltd
## 1. Parties and purpose
Ridgeway Mobility Ltd (Company No. 13004412) appoints Calder Components Ltd (Company No. 08192210) to manufacture and supply CC-48 brake-control housings at Calder’s Derby facility. The parties’ quality agreement, approved drawing R-48 revision 3 and this agreement form the contract; Ridgeway gives a non-binding six-month forecast and firm purchase orders.
## 2. Scope, price and subject
The unit price is £18.40 plus VAT for the first 10,000 units each month, with a 3% reduction above 15,000. Calder accepts or rejects a purchase order within five business days and delivers DDP Ridgeway’s Nottingham plant in weekly batches. Title and risk pass on delivery and acceptance, not merely on dispatch.
## 3. Operating duties
Calder must use approved materials, calibrated equipment and trained staff, keep batch and supplier traceability for 12 years, and permit reasonable audits. Each batch needs a certificate of conformity; Ridgeway may inspect within ten business days and reject non-conforming units. Payment does not waive latent-defect rights.
## 4. Compliance, records and controls
Calder must notify Ridgeway before changing material, process, subcontractor, site or critical tooling. It must maintain ISO 9001 controls, comply with UK product-safety and environmental law, and promptly report a suspected safety defect. Ridgeway controls customer communications; the parties co-operate on containment, corrective action and a legally required recall.
## 5. Term, ending and remedies
Ridgeway owns its drawings, trademarks and tooling paid for by Ridgeway; Calder owns its pre-existing manufacturing know-how and grants a licence only to use it to supply. Calder indemnifies Ridgeway for third-party personal injury or property damage caused by defective manufacture, subject to agreed insurance and causation.
## 6. Liability and reservations
Either party may terminate for uncured material breach, insolvency or a sustained failure to supply. Ridgeway may source from another supplier after an emergency quality hold. On exit Calder completes accepted orders, returns Ridgeway tooling and records, and provides reasonable transition assistance; confidentiality survives five years and trade-secret protection continues while secret.
## 7. Governing law and signatures
English law governs and courts of England and Wales have jurisdiction. Ridgeway’s operations director Leah Morgan and Calder’s managing director Yusuf Ali sign on 15 May 2029. No forecast is a guaranteed minimum purchase, and neither party may rely on a verbal change to the approved specification.