TERMS & CONDITIONS (‘T&Cs’)
Thank you for your business and your support.
TOPL Ltd is a company registered in Jersey with registration number 125883. Our registered address is Melville Cottage, Rue de la Botellerie, St Ouen, Jersey, JE3 2HL. (“TOPL”).
Please take the time to read the following to understand our contractual relationship both relating to your use of our website and the products and services we provide you.
Below you will find:
TOPL TERMS & CONDITIONS – GENERAL
ADDITIONAL B2B TERMS & CONDITIONS
We may modify the T&Cs from time to time. Please read the T&Cs and check back often. If you do not agree to any change to the T&Cs then you must immediately stop using the Site. Any changes made after you have placed an order will not affect that order unless we are required to make the change by law.
This website is operated by TOPL Ltd. Throughout the site, the terms “we”, “us” and “our” refer to TOPL Ltd. TOPL Ltd offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
You should not use this Site if you disagree with any of these Terms and Conditions. Minors under the age of 18 are not permitted to purchase from this Site.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colours and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any colour will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more detail, please review our Returns Policy.
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall TOPL Ltd, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless TOPL Ltd and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of England and Wales.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at email@example.com.
SECTION 21- COMMERCIAL WHOLESALE SITE
For commercial TOPL customers, resellers and distributors who have been appointed by our sales team, the Site may be used subject to these Website Terms, the General Terms & Conditions of Sale and Additional B2B Terms and Conditions of Sale, brand guidelines and distribution agreements.
TOPL TERMS & CONDITIONS – GENERAL
These General Terms & Conditions of Sale, which incorporate the Additional B2B Terms if applicable, ("Sale Terms") apply to the sale of products by TOPL. TOPL reserves the right to vary these Sale Terms from time to time. Any variations will take effect from the time they are posted on TOPL’s website. The Sale Terms which apply at the time the Sales Order is placed govern the Sales Order and are deemed to be incorporated into any Contract.
In these Sale Terms unless the contrary intention appears:
"TOPL" / "we" / "us" / "our" means TOPL Ltd;
"Customer" / "you" / "your" means the person who acquires products from TOPL;
"Commercial Customer" means a wholesale Customer who has been authorised by TOPL to acquire products for resale and distribution;
"Additional B2B Terms" means the Additional B2B Terms of Sale which apply to Commercial Customers and, if applicable, are incorporated into and form part of these Sale Terms;
"Additional Charges", includes all shipping, delivery, handling and storage charges, any bank transfer charges or credit card fees, Goods and Services Tax (GST), Value Added Tax (VAT), interest, legal and other costs of recovery, any other government imposts and all money, other than the Purchase Price, payable by you to TOPL arising out of the sale of the products;
"Contract" means the contract between TOPL and the Customer for the sale and purchase of the products in accordance with these Sale Terms;
"TOPL IP" means all intellectual property of any nature whatsoever, owned by TOPL and/or pertaining to the products, including but not limited to, any patent, discovery, invention, know-how, manner or method of process, copyright work, trademark, designs, get up, trade dress or any improvement, modification or development of any of the foregoing;
"Payment Terms" means payment in full for the products before they are shipped and delivered, unless a credit account has been approved for a Commercial Customer, in which case payment for the products must be made in accordance with: (a) the payment terms set out in our written confirmation of the Sales Order and/or our invoices; or (b) any other payment terms agreed to by TOPL and the Commercial Customer in writing;
"Products" means the products and/or services supplied by TOPL;
"Purchase Price" means the price for the products (excluding Additional Charges) as set out in the Sales Order or as agreed by TOPL and the Customer prior to delivery of the products. If no purchase price has been agreed, the Purchase Price shall be the list price for the products as charged by us as at the date of delivery.
"Sales Order" means:(a) where an order is placed via our website, the online order for the products submitted by the Customer; (b) where an order is placed by telephone, the order confirmation sent by TOPL by email to the Customer setting out the details of the order; or (c) a purchaser order submitted to us by email by a Commercial Customer.
Order for products
When you submit a Sales Order to TOPL, it constitutes an offer to purchase the products in accordance with these Sale Terms. TOPL reserves the right to accept or reject a Sales Order (or any part of it) at any time. If we reject a Sales Order (or any part of it), we will refund you any money paid for any part of the Sales Order that has been rejected.
Once your Sales Order has been submitted, you will receive an email acknowledging the details of your order. This is NOT an acceptance of your Sales Order, just a confirmation that we have received it.
A Sales Order becomes a binding Contract between you and us when:(a) a written acceptance is issued by TOPL; or (b) when the products are delivered to you by TOPL in accordance with the Sales Order; whichever occurs first.
If a Sales Order relates to customised products, the Sales Order becomes binding when: (a) written acceptance is issued by TOPL and TOPL receives payment (or, if agreed, a 50% deposit for the products) together with artwork approval for the customisation of the products; or (b) TOPL commences design or other work required for the manufacture of the customised products; whichever occurs first.
A Sales Order which has been accepted in whole or in part by TOPL cannot be cancelled by you without our prior written approval.
We reserve the right not to accept your Sales Order in the event, for example, that we are unable to obtain authorisation for payment, that shipping restrictions apply to a particular item, the item ordered is out of stock or does not satisfy our quality control standards and is withdrawn from sale, or that you do not meet the eligibility criteria set out within these Sale Terms.
We may also refuse to process and therefore accept a Sales Order for any reason or refuse to supply our products to you at any time at our sole discretion. We will not be liable to you for compensation, loss of prospective profits, expenditures, investment, or any other actual or potential damages whatsoever as a result of our refusal to supply products.
To the extent permitted by law, the Contract formed by these Sale Terms and a Sales Order that has been accepted by TOPL, constitutes the entire agreement between the parties in relation to its subject matter and any purported variation of these Sale Terms, or purported incorporation of other terms, by the Customer will not be binding on TOPL unless specifically accepted by TOPL in writing.
All prices shown on our website are inclusive of VAT.
Our invoices will show an amount which is exclusive of VAT and the amount of VAT payable by you will be shown separately. You agree to indemnify TOPL in respect of VAT paid and payable by TOPL for the supply of the products.
All prices and offers remain valid as advertised from time to time. The price of a product displayed on our website at the time the order is placed and accepted will be honoured, except in cases of patent error.
Once an item has been purchased, no price adjustment will be offered should the item subsequently be marked down.
If you are a customer whose credit/debit card is not denominated in the currency you are purchasing, the final price will be calculated in accordance with the applicable exchange rate on the day your card issuer processes the transaction.
Any description of the products provided by TOPL is for the purpose of identification only and use of a description does not constitute a sale by description. Any sample of products exhibited to, or inspected by you, is supplied solely to judge the quality in bulk and does not constitute a sale by sample
To the extent that the products are to be customised in accordance with your instructions, you agree to indemnify TOPL against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by TOPL in connection with any claim made against TOPL for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with TOPL's compliance with your instructions. This provision shall survive termination of the Contract.
Damaged or incorrect products
We will, upon your request, replace any product that is received in damaged condition or as a result of our error, provided your request is accompanied by photographic documentation and made within 7 days of receipt of the product.
No material will be accepted, or replacements issued without prior approval to return such products.
Returns and refunds for change of mind
If you have changed your mind about a purchased item and wish to return it for a refund, you must notify us within 7 days, and must return the item to us (at your cost) within 30 days of delivery of your order. If 30 days have passed since your order was delivered, unfortunately, we can’t offer you a refund for change of mind.
We do not accept items for exchange. If you want to change an item (other than a customised item) for a different size or colour, you'll need to place a new order and return the original item as set out herein.
If we accept your return, we will refund the amount you paid for the item, whether original sale price or discounted price. We will not refund the cost of shipping.
To be eligible for a return, your item must be unused and in the same resaleable condition in which you received it. It must also be in the original packaging with any original tags attached. If the products are returned used, damaged or do not have all original packaging, we reserve the right to refuse your refund.
We cannot accept the return of any customised product due to change of mind.
Recyclability and food safety
Where possible we endeavour to make all products from single material components to increase their recyclability
We test all our products annually to verify food safety compliance and that all materials are fit for purpose.
You acknowledge that TOPL has not made any representation or warranty concerning the performance of the products or the suitability of the products for any use other than in accordance with TOPL’s instructions and guidelines.
To the extent permitted by law, and except as provided herein, there are no other express or implied warranties, guarantees, conditions or other terms regarding the sale of the products and TOPL shall not be liable to you for physical or financial injury, loss or damage or for indirect or consequential loss or damage of any kind arising out of the supply or use of the products, whether caused by tort, breach of contract or arising out of TOPL’s negligence or in any way whatsoever.
TOPL is required to make certain guarantees regarding the supply of the products (including guarantees as to acceptable quality, fitness for purpose, due care and skill) and TOPL makes those guarantees to the extent it is required by law to do so. If these guarantees are not required to be made by TOPL, TOPL does not make them.
Any warranty, guarantee, condition or other term arising out of or in connection with the supply of the products which might apply or which might be implied into or incorporated into the Contract by statute, common law or otherwise (including, without limitation, guarantees as to acceptable quality, fitness for purpose, due care and skill) is hereby expressly excluded to the maximum extent permitted by law.
TOPL warrants that on delivery and for a period of 12 months from delivery, the products will be free from material defects in design, material and workmanship ("Warranty"). The Warranty is subject to the conditions set out herein and clause 11.
To make a claim under the Warranty, you must notify TOPL in writing of your claim and provide sufficient information to enable us to identify the issue, together with proof of purchase. You must then clearly label and identify the products with your name and address and return the products to us so that we may inspect them and conduct an assessment of the claim. We may, at our discretion, waive the requirement for the products to be returned to us and may instead request that you provide photographic documentation to enable us to assess your claim. Where we have agreed to re-take possession of products returned to us under a warranty claim, and/or agreed to accept photographic documentation of your claim, we will not be taken to have admitted liability for that warranty claim until we have assessed the claim and provided notice of acceptance of the claim to you.
Warranty exclusions and limitations
Notwithstanding all of the above, to the maximum extent permitted by law, TOPL will not be liable to you (under the Warranty or otherwise) for any defect or damage caused or partly caused by or arising as a result of:
(a) your failure to properly maintain the products
(b) your failure to follow any instructions or guidelines provided by TOPL;
(c) any failure to the extent that the failure is not a failure of the product to perform in accordance with its specifications;
(d) any use of the products otherwise than for any application specified in the instructions provided by TOPL;
(e) the continued use of the products after any defect has become apparent (or would have become apparent to a reasonably prudent user);
(f) fair wear and tear;
(g) damage to the products resulting from negligence, misuse or abuse;
(h) slight colour variations between colour selection samples and finished product;
(i) any accident or act of God; or
(j) if the products and/or workmanship are repaired or altered in any way without TOPL's prior consent
All items will be shipped from our UK warehouse. We use FedEx and our collection time is 1pm GMT on business days. Business days are Monday through Friday, excluding weekends and public/Federal holidays.
We will endeavour to process all orders placed after 5pm the next working day, however this cannot be guaranteed. Orders placed over the weekend will be processed at the start of the next working week.
Fulfilment time will depend on the size of the order, but we will endeavour to ensure that it is between 1-10 working days, depending on the geographical location of the recipient.
Due to the high environmental cost of shipping we do not discount shipping and pass on actual costs to the purchaser. We have a group order facility to ameliorate the cost of shipping multiple orders to a single address. Discounts apply to products as you add items to the cart, but we do not discount freight.
TOPL insures each purchase during the time it is in transit until it is delivered to the delivery address nominated by you in the Sales Order.
You agree to make all arrangements necessary to take delivery of the products once notified that they are ready for delivery. Delivery of the products to the nominated address shall be deemed to be delivery of the products to you. The times quoted for delivery are estimates only and TOPL accepts no liability for failure or delay in the delivery of any products. You are not relieved of any obligation to accept or pay for products by reason of any delay in delivery.
The risk in the products passes to you on the completion of loading of the products at the nominated delivery address.
TOPL is the owner of the TOPL IP and we take action to enforce our rights. The sale of the products does not have the effect of vesting in you any right to any of the TOPL IP, the ownership of which will remain with TOPL at all times.
Assignment: TOPL may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations pursuant to these Sale Terms. You must not assign, transfer, or subcontract any of your rights and/or obligations hereunder without our prior approval.
Governing Law: These Website Terms, together with all our policies and procedures, will be governed by and construed in accordance with the laws of England & Wales and you agree to submit to the jurisdiction of the courts of England & Wales and the laws in force from time to time in England & Wales.
No waiver: No waiver of any of these Sale Terms or failure to exercise a right or remedy by TOPL will be considered to imply or constitute a further waiver by TOPL of the same or any other term, condition, right or remedy.
Severability: Any provision of these Sale Terms found to be void, unenforceable or illegal may to the extent necessary be read down or severed from the Contract and the validity or enforceability of the remainder of these Sale Terms shall not be affected.
Survival: Termination of these Sale Terms will not end those provisions that are capable of surviving, and/or which are intended to survive, such termination.
Third parties: Third parties shall have no rights under or in connection with the supply of products in accordance with these Sale Terms.
ADDITIONAL B2B TERMS & CONDITIONS
These Additional B2B Terms & Conditions of Sale ("Additional B2B Terms") apply to Commercial Customers. They apply in addition to, and are incorporated into, the general T&Cs ("Sale Terms").
In the event that these Additional B2B Terms are inconsistent with any terms set out in the Sale Terms, the Additional B2B Terms shall apply to the extent of the inconsistency.
Price and payment
You must pay the Purchase Price plus any Additional Charges to TOPL in accordance with the Payment Terms. Where funds are to be transferred electronically, you shall ensure that all fees and charges are deducted at source and that TOPL receives the full amount invoiced. If you are in default, TOPL may at its option withhold further deliveries or cancel future Sales Orders without prejudice to any of its existing rights. Interest will be charged at the rate of 1.5% per calendar month or part month from the due date for payment until the actual date of payment on any overdue amounts.
Return of products
Products may be delivered by instalments at the discretion of TOPL in which case they will be invoiced and paid for in instalments. Where TOPL delivers less products than you have ordered, or there is damage to the products, or printing or packing errors with the products supplied, you must notify TOPL in writing within 7 days of the delivery date.
Return of products for change of mind will not be accepted by TOPL except by prior agreement in writing with TOPL and may be subject to a 10% restocking fee.
Representations to end-users
Any recommendations we make to you are to be used as guides only and it is your responsibility to wholly consider the products and their suitability for the end-user. You indemnify TOPL and its officers, employees and agents in respect of all claims relating to any representations made by you to end-users which are inconsistent with TOPL’s instructions and guidelines.
Your obligations in relation to the TOPL IP and products
You agree that:
(a) you will clearly and visibly display TOPL’s brand and trademark on all products and sales collateral;
(b) any visual merchandising of the products will identify the products by name and display the TOPL trademark;
(c) you will only use the TOPL trademark, and present the products, as outlined in the brand guidelines;
(d) all customisable printing on the band will be done by TOPL or an authorised supplier appointed in writing by TOPL;
(e) no other component of the products may be customised without written authority from TOPL;
(f) products will always be displayed, represented and sold in their complete form, never as components;
(g) you must not sell, distribute, display, market, advertise or give away individual components of the products;
(h) products are not permitted to be re-sold online;
(i) products will always be sold and displayed with the instruction booklet inserted inside the cup; and
(j) in the event that the end-user has the TOPL filled on purchase, they will be provided with the instruction booklet at point of purchase
You must not extend any warranty or guarantee relating to the products or make representations without express written authorisation from TOPL.
Retention of title
You agree that we will retain legal and equitable right and title in the products (i.e. ownership) until you have paid the full Purchase Price for the products, any Additional Charges, and any other sums in any way outstanding by you to us.
Until then, upon you taking actual or constructive possession of the products, the risk in the products shall pass to you and you shall:
(a) hold the products on a fiduciary basis as TOPL's bailee;
(b) store the products separately from all other goods held by you;
(c) not remove or deface any identifying mark or packaging on the products; and
(d) keep them insured against all risks for their full price from the date of delivery;
but you may resell or use the products in the ordinary course of your business.
Where the products remain unpaid for by you, you hereby grant to us an irrevocable full and free licence to enter your premises or your agents’ premises and remove such products relating to the unpaid amount, without us incurring any liability to you or any person claiming through you
You release and indemnify us from and against all claims, demands, actions, liability, damages, loss, cost and expense whatsoever arising out of or in connection with such entry, repossession and removal and any damage necessarily caused thereby.
While the products remain our property, you agree that you have no right or claim to any interest in the products to secure any liquidated or unliquidated debt or obligation we may owe to you and you cannot claim any lien over the products.
You are deemed to be in default immediately upon the happening of any of the following events:
(a) any payment owing to TOPL is not made promptly on or before the due date for payment;
(b) you cease to carry on business;
(c) you stop or suspend payment of your debts or state your intention of so doing;
(d) you are unable to pay your debts as they fall due;
(e) any cheque or bill of exchange drawn by you payable to TOPL is dishonoured;
(f) you are in breach of these Sale Terms or our website Terms or Use & Service.
In the event of your default, we may revoke any authority given to you to use or sell the products that have not been paid in full by giving written notice at any time. We may also: withdraw any credit facilities which may have been extended to you and demand immediate payment of all moneys owing to us; withhold any further deliveries of products; or suspend and/or terminate performance of any other contracts which we have with you.
You indemnify us against any loss, costs, fees, charges and disbursements incurred by us or charged by any mercantile or collection agent or solicitor engaged by us, for the purpose of the collection or recovery of products (pursuant to clause 21) or moneys due and payable by you to us, on an indemnity basis and all such costs shall be recoverable as a liquidated debt.
Change of ownership
You agree to give us 7 days' written notice prior to: (a) any change of your ownership or your business, or of directorships in the case of a corporate customer, which brings about a change in effective control; or (b) any other change whatsoever affecting a Contract; and you agree to indemnify us against any loss or damage incurred by us as a result of your failure to notify us of any such change in accordance with this clause.
You acknowledge and agree that no joint venture, partnership, employment, or agency relationship exists between you and TOPL as a result of these Sale Terms. You agree that you may not and will not hold yourself out as a representative, agent, or employee of TOPL, and we shall not be liable for any representation, act, or omission on your part.
We enforce our intellectual property rights for our products, including, but not limited to, our ownership of the distinctive TOPL product designs as well as our other trademarks, copyrights and patents worldwide. Our brand protection enforcement efforts take many forms. There are many features that customers can use to identify and authenticate a TOPL product, including but not limited to, our trademarks, reputable and authorized retailers and unique packaging.
We prohibit our authorised retailers, resellers, international distributors and other partners from selling on online marketplaces such as Amazon, eBay.com, wish.com, Alibaba.com without express permission, as well as in brick-and-mortar discount retailers such as Costco, Sam’s Club, Walmart, and the like.
If you find an imitation TOPL, please let us know by contacting us at firstname.lastname@example.org with a description and any accompanying information, including photographs.
We will from time to time promote specials and sales on the Site. We often notify our customers in advance of all promotions through EDMs and social media, so we encourage you to sign up and follow us on social media, so you do not miss out on promotions.
You can sign up to our newsletter to receive news about our promotions in the footer of our website.