Terms & Conditions
Terms and Conditions for Sale of Goods and Services
OVERVIEW
This website is operated by Toppus Group Limited. Throughout the site, the terms “we”, “us” and “our” refer to Toppus Group Limited. We offer 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 this online shop and/ or purchasing something from here, you engage in our “Service”/”Goods” 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 shop 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.
By agreeing to these Terms of Service, you confirm that you are at least the age of majority in country, or that you are the age of majority in your country 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).
A breach or violation of any of the Terms will result in an immediate termination of your Services.
1. GENERAL CONDITIONS when accessing Toppus Group Online Store
1.1 We reserve the right to refuse service to anyone for any reason at any time.
1.2 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.
1.3 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.
1.4 The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
2. Online Store - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
2.1 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.
2.2 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.
3. INTERPRETATION
3.1 The definitions and rules of interpretation in this condition apply in these conditions.
3.2 Company: TOPPUS GROUP LIMITED.
Conditions: these Terms and Conditions of Sale.
Contract: any contract between the Company and the Customer for the sale of Goods, incorporating these
conditions.
Customer: the person, firm or company who purchases the Goods from the Company.
You: the Customer
Goods: any goods agreed in the Contract to be supplied by the Company to the Customer (including any part or parts of them).
Sale: the sale of any Goods by the Company to the Customer.
Online Store/Website: www.toppusgroup.co.uk
3.3 A reference to a particular 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.
3.4 Words in the singular include the plural and in the plural include the singular.
3.5 A reference to one gender includes a reference to the other gender.
3.6 Condition headings do not affect the interpretation of these Conditions.
4. APPLICATION OF TERMS
4.1 Subject to any variation under Condition 4.3 the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
4.2 No terms or conditions endorsed on, delivered with or contained in the Customer's purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
4.3 These Conditions apply to the sale of any and all Goods by the Company and any variation to these Conditions and any representations about any Goods shall have no effect unless expressly agreed in writing and signed by an authorised signatory of the Company. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this Condition shall exclude or limit the Company's liability for fraudulent misrepresentation.
4.4 Each order or acceptance of a quotation for Goods by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Goods subject to these Conditions.
4.5 No order placed by the Customer shall be deemed to be accepted by the Company until a written acknowledgement of order is issued and executed by the Company.
4.6 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches a written acknowledgment of order to the Customer. Any quotation is valid for a period of 30 days only from its date (unless stated otherwise on the face of the quotation), provided that the Company has not previously withdrawn it.
4.7 No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Company as a result of cancellation.
5. PRICES
5.1 The price for the Goods shall, unless otherwise agreed, be the price set out in the Company’s written acceptance of the Order. The Price for the Goods shall be inclusive of all costs of carriage unless stated in the order. The price for the Goods shall be exclusive of insurance and applicable VAT, taxes or levies imposed on the Company.
5.2 The Company reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Customer, or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions.
5.3 Except as otherwise stated under the terms of any quotation or in any price list of the Company, and unless otherwise agreed in writing between the Customer and the Company, all prices are given by the Company on an ex works basis and where the Company agrees to deliver the Goods otherwise than at the Company's premises, the Customer shall be liable to pay the Company's charges for transport, packaging and insurance.
5.4 The price is exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company.
5.5 Prices Displayed on the Online Store:
- Prices for our products are subject to change without notice.
- We reserve the right at any time to modify or discontinue the Service/ the Product (or any part or content thereof) without notice at any time.
- We shall not be liable to the Customer or to any third-party for any modification, price change, suspension or discontinuance of the Service.
6. PAYMENT
6.1. Payment is required on all goods up on placing an order. The Company can not process any special orders, bespoke & custom made items and/or finishes, prior the full payment of the Order is cleared.
6.2. Payment methods accepted
We accept Cheque, Cash, payment via online platforms, Paypal (subject to a commission), Online banking Transfers. The Company is not responsible for any additional surcharge on credit card payments that may occur during the payment process.
We do not accept payment over the phone. Feel free to contact us by email: info@toppusgroup.co.uk during the standard working hours should you have any problems during the checkout/ payment.
6.3. Payment date
Payment date is the date when we receive your funds. If you pay by cheque payment date is the date when the cheque clears.
6.4 Confirmation
Upon receipt of your order, the Company will issue a written order confirmation by e-mail or post, usually in form of invoice, a receipt for the payment, or order confirmation. Up on confirmation Customer's order will be processed. Any lead time for manufacturing and/or supplying of goods, or book a service, should commence up on confirmation.
6.5. For Trade accounts:
6.5.1 Subject to clause 5, payment for the Goods shall be due 30 days from the date of the Company’s invoice for the Goods. Time of payment is of essence.
6.5.2 In the event that payment is not made within 30 days, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
- charge interest at the rate of 8% per annum above the base lending rate of the National Westminster Bank plc from time to time. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
- appropriate any payment made by the Customer to such of the Goods (or the goods supplied under any other contract between the Customer and the Company) as the Company may think fit (notwithstanding any purported appropriation by the Customer).
6.6 Payment shall not be deemed to have taken place until the receipt by the Company of cleared funds.
6.7 The Buyer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
6.8 In the event that the Company owes money to the Customer under any contract or other arrangement entered into between the Company and the Customer the Company shall be entitled to set off such sums owed by the Company to the Customer against any sums which the Customer shall owe to the Company pursuant to this Contract.
7. PRODUCTS
7.1 Certain products may be available exclusively online through the website. These products may have limited quantities and are subject to return or exchange only according to our Return Policy.
7.2 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. Colour Samples are recommended to be ordered for the required colours prior to ordering the full kits.
7.3 We reserve the right, but are not obligated, to limit the sales of our products to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis.
7.4 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 made on this site is void where prohibited.
7.5 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/ Good will be corrected.
8. SHIPPING AND DELIVERY
8.1 Unless otherwise agreed in writing, the Place of Delivery shall be the Buyer’s premises.
8.2 Shipping and Delivery is the charge for internet order processing, item selection, packaging, transport and handling. We don’t guarantee delivery times, but we do our best to provide accurate estimates.
8.3 Packaging and Handling time will differ for different products. Resins and Epoxies may take up to 14 days to be produces and delivered in required colours. Flooring Tools available in stock in the UK, will be delivered within 2-5 days. If urgent please contact us to confirm availability and we will prioritise where we can.
8.4 Delivery charges are added during checkout as standard. They cover costs for administration and delivery to the UK mainland only.
8.5 Deliveries to Highland and Islands will incur additional costs and take additional 3-5 working days to arrive. Please request a quote before you submit your order for payment.
8.6 Cut off times for 2 working days delivery is 12.00 pm and for Standard 2-5 working days deliveries – 2.00 pm. Working Days are deemed to be Monday- Friday. No deliveries at the weekends and national bank holidays.
8.7 After processing - if ordered by 12:00 Midday. Orders placed after this time will still be accepted but may incur an extra delivery day. We will however do our best to ensure you always get the best delivery possible.
8.8 All deliveries require a signature please make sure someone is around to accept delivery or leave instructions for the diver on your door. If no one is available to receive the delivery your goods will be returned to the haulier’s local depot or post office ready for collection. Re-delivery can be arranged but this is charged at £42 plus VAT per pallet. If you fail to collect your materials within 3 working days or verbally instruct us to cancel these will be returned to us and you will be refunded less restocking and return haulage costs. Please inform us of any delivery restrictions, failure to do so may incur re-delivery charges if the hauliers cannot get their vehicles to your address. .
8.9 Failed Next Day, AM and 48hr deliveries due to bad weather (floods, snow blocked roads etc) will be downgraded to a standard delivery and a refund for the difference paid back.
8.10 Subject to the other provisions of these Conditions, the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms 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 the delivery of the Goods (even if caused by the Company's negligence), nor shall any delay entitle the Customer to terminate or rescind the Contract unless such delay exceeds 180 days.
8.11 Any dates specified by the Company for delivery of the Goods are intended to be an estimate only. If no date is specified for delivery of the Goods, delivery shall be within a reasonable time. Time of delivery is not of the essence.
8.12 It is the responsibility of the Buyer to unload the delivery vehicle and such unloading is at the risk of the Buyer.
8.13 The Company shall not be liable for any delay in delivering the Goods that is caused by a Force Majeure Event or the Buyer’s failure to provide the Company with adequate delivery instructions or any instructions relevant to the supply of the Goods.
8.14 Delivery of the Goods shall be completed on the Goods arrival at the Place of Delivery.
8.15 Buyer shall take delivery within 7 days of the Company notifying the Buyer that the Goods are ready for delivery. If the Buyer fails to accept delivery of the Goods within 7 days of the Company notifying the Buyer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the Company’s failure to comply with its obligations under the Contract:
a. delivery of the Goods shall be deemed to have been completed at 9 am on the seventh day after the day on which the Company notified the Buyer that the Goods were ready; and
b. the Company shall store the Goods until delivery takes place and charge the Buyer all related costs and expenses (including insurance).
8.16 If 10 days after the day on which the Company notified the Buyer that Goods were ready for delivery the Buyer has not accepted delivery of them, the Company may resell or otherwise dispose of part or all of the Goods.
8.17 The Company may deliver the Goods by instalments, due to the products being store/ produces in different warehouses. The instalments shall constitute a part of the contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.
9. NON-DELIVERY
9.1 The Company shall not be liable for any non-delivery of the Goods (even if caused by the Company's negligence) unless the Customer gives written notice to the Company of the non- delivery within 3 days of
the date when the Goods would in the ordinary course of events have been received.
9.2 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.
10.RETURNS AND REPLACEMENTS
10.1 Every item we sell is carefully inspected before it is shipped. If your products arrive damaged please inform us within 48 hours of their receipt along with photo evidence and we will arrange replacements.
10.2 You will not have any right to cancel a purchase for the supply of any of the following goods:
a. for the supply of goods the price of which is dependent on fluctuations in the financial market which cannot be controlled by the retailer.
b. for the supply of good made to your specifications or clearly personalised or which by reason of their nature cannot be returned or are liable to deteriorate or expire rapidly.
c. for the supply of the resins, epoxies or microcements produced in the required colour. Every pigmented product is produced upon requirement and cannot be restocked. Non-pigmented resins may be returned, subject to the Return Policy.
10.3 With respect to the return of any non-faulty Goods, only stock Goods may be returned to the Company for replacement or refund, up to 14 days from the date of delivery thereof, and at the Company’s sole discretion. Prior to returning any Goods to the Company, a Customer must complete a Goods Return Form. Goods Return Forms may be downloaded from the Company’s website at ww.toppusgroup.co.uk. A Goods Return Number together with details of the address to which the Goods must be returned will be provided to the Customer by return email. Buyers must obtain and attach a Goods Return Number to the Goods before returning any Goods to the Company. Without limitation, no replacement or refund will be made with respect to any Goods that are (a) returned to the Company without a properly attached Goods Return Number, or (b) received by the Company more than 14 days after the date of delivery. Goods must be returned in their original packaging (with the inner seal unbroken) and in the condition in which they were received by the Customer. The Company shall not be responsible for any damage to the Goods or any loss Terms and Conditions for thereof in transit. All returns are subject to a 25% restocking fee. The Customer must also pay the return carriage charges.
10.4 No returns are accepted after 28 days. We therefore strongly recommend that buyers double check their orders before submitting. Should you make an error on your purchase, we will do what we can to keep this cost to a minimum.
11.RISK/ TITLE
11.1 Risk of damage to or loss of the Goods shall pass to the Customer:
a. in the case of Goods to be delivered at the Company's premises, at the time when the Company notifies the Customer that the Goods are available for collection; or
b. in the case of Goods to be delivered otherwise than at the Company's premises, at the time of delivery or, if the Customer wrongfully fails to take delivery of the Goods, the time when the Company has tendered delivery of the Goods.
11.2 Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
a. the Goods; and
b. all other sums which are or which become due to the Company from the Customer on any account.
11.3 Until ownership of the Goods has passed to the Customer, the Customer shall:
a. hold the Goods on a fiduciary basis as the Company's bailee;
b. store the Goods (at no cost to the Company) separately from all other goods of the Customer or any third party in such a way that they remain readily identifiable as the Company's property;
c. not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
d. maintain the Goods in satisfactory condition and keep them insured on the Company's behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company.
11.4 The Customer may resell the Goods before ownership has passed to it solely on the following conditions:
a. any sale shall be effected in the ordinary course of the Customer's business at full market value; and
b. any such sale shall be a sale of the Company's property on the Customer's own behalf and the Customer shall deal as principal when making such a sale; and
c. the proceeds of any such sale shall be held by the Customer as the Company’s bailee and in a fiduciary capacity, and the Customer shall pay the proceeds into a separate bank account opened for that purpose and approved by the Company and shall ensure that in no circumstances are the proceeds mingled with other money or paid into an overdrawn bank account but are at all times identifiable as the Company’s money; and
d. if the Customer has not received the proceeds of any such sale as referred to in and pursuant to Condition 6.4 (c) it will, if called upon to do so by the Company, assign to the Company within seven days after being required in writing so to do by the Company, all rights against the person or persons by whom the proceeds are owed.
11.5 The Customer's right to possession of the Goods shall terminate immediately if:
a. the Customer has a bankruptcy order made against him or makes an arrangement or composition with his 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 over 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
b. the Customer suffers or allows any execution, distress or diligence, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe or perform any of his/its obligations under the Contract or any other contract between the Company and the Customer, or is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or a secured lender to the Customer takes any steps to obtain possession of the secured property or otherwise enforce its security, or the Customer ceases to trade; or
c. the Customer encumbers or in any way charges any of the Goods.
11.6 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
11.7 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Goods are or may be stored or otherwise located, but in any event, and without limitation, hereby undertakes to secure access at any time to any such premises for the Company, its agents and employees in order to inspect the Goods, or, where the Customer's right to possession has terminated, to recover them, and to undertake any work required to remove them, notwithstanding that the Goods may be affixed or attached to any other goods or property.11.8 The provisions of this Condition 6 shall apply to all Goods notwithstanding the conversion of any Goods by virtue of the admixture of the Goods with any other goods or materials.
12.CANCELLATION OF ORDER
12.1 You have the right to cancel the purchase of a stock good without having to give a reason at any time within the “cooling off period” of seven working days, beginning on the day after you receive the goods.
12.2 If you are in possession of the goods you are under the duty to retain them and take reasonable care of them.
12.3 In the event of cancellation the following provisions apply:
a. If the goods have been manufactured specifically for the Buyer all costs of the order shall be paid and the Company shall be under no duty to mitigate its loss. This is mainly referred to resins of any type, epoxy, polyurethane or acrylic; as well as pigmented cementitious products or other paints.
b. In all other circumstances, the Buyer shall be responsible for all costs properly and reasonably incurred by the Company up to and including the date of cancellation including an administration charge to be imposed by the Company.
c. The Company shall be under no obligation to accept cancellation and may at its discretion require the Buyer to take delivery of the goods and to demand payment in full in accordance with the terms hereof.
d. Cancellation shall in no circumstances be effective unless made in writing by the Buyer and accepted by the Company in writing.
13.WARRANTIES
13.1 Where the Company is not the manufacturer of the Goods, the Company shall endeavour to transfer to the Customer the benefit of any warranty or guarantee given to the Company.
13.2 The Company warrants that (subject to the other provisions of these Conditions):
a. on delivery, the Goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979; and
b. if the Customer has made it expressly known to the Company in the Customer’s order that the Goods shall be suitable for a particular purpose and the Company has expressly stated in the acknowledgment of order that it will supply Goods suitable for that purpose, then the Goods shall, on delivery, be reasonably fit for the purpose so stated.
13.3 The Company shall not be liable for a breach of any of the warranties in Condition
13.2 unless:
a. the Customer gives written notice of the defect to the Company (and also to the carrier, if the defect is a result of damage to any Goods in transit), within 48 hours of the time when the Customer discovers or ought to have discovered the defect; and
b. the Company is given a reasonable opportunity after receiving the notice, of examining any Goods which the Customer has alleged to be defective and the Customer (if asked to do so by the Company) returns such Goods to the Company's place of business at the Company's cost for the examination to take place there.
13.4 The Company shall not be liable for a breach of any of the warranties in Condition 13.2 if:
a. the Customer makes any further use of any Goods which the Customer has alleged to be defective after giving notice of any such defect; or
b. the Customer alters or repairs the Goods without the prior written consent of the Company; or
c. the defect arises because the Customer failed to follow any oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
(d) the defect arises from any drawing, design or specification supplied by the Customer, or from fair wear and tear, wilful damage, negligence, abnormal working conditions or from any misuse of the Goods; or
e. the full price for the Goods has not been paid by the time for payment stipulated in Condition 8.2; or f. the defect is of a type specifically excluded by the Company by notice in writing.
13.5 Subject to Condition 13.3 and Condition 13.4, if any of the Goods do not conform with any of the warranties in Condition 13.2 the Company shall at its option repair or replace any such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate provided that, if the Company so requests, the Customer shall, at the Company's expense, return the Goods or the part of such Goods which are defective to the Company. The Company shall, if it opts to replace the defective Goods, then deliver replacement Goods to the Customer at the Customer’s premises (at the Company’s expense), and ownership of the defective Goods shall, if it has vested in the Customer, re-vest in the Company.
13.6 If the Company complies with Condition 13.5 it shall have no further liability for a breach of any of the warranties in Condition 13.2 in respect of such Goods.
14. LIMITATION OF LIABILITY
14.1The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
a. any breach of these Conditions;
b. any use made or resale by the Customer of any of the Goods, or of any product incorporating any of the Goods; and
c. any representation, statement or tortious act or omission, including negligence, arising under or in connection with the Contract.
14.2 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.
14.3 Nothing in these Conditions excludes or limits the liability of the Company:
a. for death or personal injury caused by the Company's negligence; or
b. under section 2(3), Consumer Protection Act 1987; or
c. for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
d. for fraud or fraudulent misrepresentation.
14.4 Subject to Condition 10.2 and Condition 10.3:
a. the Company'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 the Contract shall be limited to the Contract price; and
b. the Company shall not be liable to the Customer for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever or howsoever caused, (including, without limitation, through any loss of data or files) which arise out of or in connection with the Contract.
14.5 We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
14.6 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 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 noninfringement.
14.7 In no case shall The Company, 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 countries 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.
15.ACCURACY OF BILLING AND ACCOUNT INFORMATION
15.1 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.
15.2 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.
16. INDEMNITY
The Customer shall hold the Company harmless and keep the Company indemnified in full and shall be liable to pay to the Company, on demand, all reasonable costs, charges, losses or expenses (including legal and other professional fees and expenses) sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those losses arising from injury to or the death of any person and loss of opportunity to deploy resources elsewhere), arising directly or indirectly from the Customer's fraud, negligence, failure to perform or delay in the performance of, or breach of, any of its obligations under the Contract, or from any use made or resale by the Customer of any Goods, subject to the Company confirming such costs, charges and losses to the Customer in writing.
17. TERMINATION
17.1 Without prejudice to any other available rights or remedies, the Contract may be terminated immediately upon written notice from the Company to the Customer if:
a. the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 7 days after being notified in writing to make such payment; or
b. the Customer commits a recurring or material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within 14 days of receipt of written notice of the breach from the Company; or
c. any of the events set forth in Condition 6.5 occurs or seems, in the reasonable opinion of the Company, likely to occur; or
d. the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
17.2 On termination of the Contract for any reason:
a. the Customer shall immediately pay to the Company all of the Company's outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and
b. the accrued rights and liabilities of the Company as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
17.3 On termination of the Contract (however arising), Conditions 13-17 shall survive and continue in full force and effect.
18. OPTIONAL TOOLS AND THIRD PARTY TOOLS
18.1 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.
18.2 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).
18.3 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.
18.4 Certain content, products and services available via our website may include materials from thirdparties. 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.
18.5 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.
19.USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
19.1 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.
19.2 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.
19.3 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.
20. WEBSITE ERRORS, INACCURACIES AND OMISSIONS
20.1 Occasionally there may be information on Toppus Website or in the Service/Product 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).
20.2 We undertake no obligation to update, amend or clarify information in the Service/ Product 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.
21. 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.
22. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event. A Force Majeure Event means any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of suppliers or subcontractors.
23. NO VARIATION
No variation in the terms hereof shall be effective unless agreed in writing by an authorised principal of the Buyer and by a director of the Company.
24. PATENTS/ INTELLECTUAL PROPERTY RIGHTS
24.1 It is the responsibility of the Buyer to ensure that the Order is, if appropriate, not in breach of any patent or intellectual property rights and the Company accepts no responsibility in this respect. The Buyer indemnifies the Company against all liabilities, costs, expenses, damages and losses (calculated on a full indemnity basis) suffered or incurred by the Company as a result of a breach of this clause.
24.2 The Goods, together with any drawings, documents and other information furnished to the Customer by the Company and all intellectual property rights contained therein are the property of the Company and/or third party licensors of the Company. Any trademarks displayed on the Goods are the registered and/or unregistered trademarks of the Company and/or third party licensors of the Company. Under no circumstances may the Customer use, copy, alter, modify, or change these trademarks or any other proprietary markings on the Goods or any other intellectual property right of the Company and/or any third party licensor of the Company without the Company’s prior written consent. The Customer may not copy, alter, modify or adapt the Goods or reverse engineer, decompile, disassemble, modify or create derivative works from the Goods. Nothing contained in or on the Goods should be construed as granting, by implication or otherwise, any license or right to use or disclose to others any intellectual property right of the Company and/or any third party licensor of the Company without the express written permission of the Company. The Customer shall fully indemnify the Company for any loss, damage, cost or expense incurred by the Company resulting from the Customer’s infringement of, or unauthorised disclosure of, any intellectual property right of the Company and/or any third party licensor of the Company.
25. RIGHTS TO SET OFF
In the event that the Company may during the currency of this order also be involved in acquiring goods or services from the Buyer, the Company shall be at liberty to withhold payment pursuant to that order in the event that the Buyer does not comply absolutely with the terms of payment contained herein and this Clause shall take priority over any condition in the contract for goods and services to be provided by the Buyer to the Company.
26. PRIVACY POLICY
26.1 Your Privacy. Toppus Group Limited is committed to ensuring that your privacy is protected. Should we ask you to provide certain information by which you can be identified when using this website, then you can be assured that it will only be used in accordance with this privacy statement. Toppus Group may change this policy from time to time by updating this page. You should check this page from time to time to ensure that you are happy with any changes. This policy is effective from 01/01/2020. This website is owned and managed on behalf of Toppus Group Limited.
26.2 Contract execution. Your personal data will be used to provide the information, goods and services offered through our website to you, for billing and order fulfilment.
26.3 Email address
a. If you sign up to our newsletter we may use your email address to send you information about products or services. b. You can opt out of these at any point and you can ask for personal data to stop being recorded at any time. To order from our website, even as a guest, we require use of your email address so we can send email confirmations that your order has been received and is being processed. Without permissions to use your email address we will not be able to accept your order.
26.4 Your card details
We employ a method of interaction with our visitors that does not compromise credit card information. Our online payment system is well administered and we do not store your card details on our site. We encourage you to feel comfortable using your credit card to conduct commerce on our site.
26.5 We may collect the following information:
a. name and title
b. contact information including email address
c. demographic information such as postcode, preferences and interests
d. other information relevant to customer surveys and/or offers
26.6 What we do with the information we gather:
We require this information to understand your needs and provide you with a better service, and in particular for the following reasons:
a. Internal record keeping.
b. We may use the information to improve our products and services.
c. We may periodically send promotional emails about new products, special offers or other information which we think you may find interesting using the email address which you have provided.
d. From time to time, we may also use your information to contact you for market research purposes. We may contact you by email, phone, fax or mail. We may use the information to customise the website according to your interests.
26.7 Security
We are committed to ensuring that your information is secure. In order to prevent unauthorised access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online. As of the 24th May 2018 we will be completely GDPR compliant. The new data protection laws come in to play on the 25th May 2018. However, we have always followed a policy of keeping your information safe and secure.
26.8 Cookies and Monitoring
A cookie is a small text file that we store on your device. Once you agree, the file is added and the cookie helps analyse web traffic or lets you know when you visit a particular page. Cookies need to be approved/enabled on our site otherwise our system cannot process your order correctly. Type of cookies we use:
a. Strictly necessary cookies – These are cookies that are essential to the operation of our website.
b. Analytical/performance cookie – These cookies allow us to recognise and count the number of visitors to our website.
c. Functionality cookies – These cookies are used to recognise you when you return to our website.
d. Targeting Cookies – These cookies record your visit to our website, the pages you have visited and the links you have followed.
Cookies help us provide you with a better website by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us. You can choose to accept or decline cookies. Most web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. This may prevent you from taking full advantage of the website.
We may monitor traffic to our site and collect the following information:
a. The IP address of your computer.
b. The referring website from which you have got to our website from.
The reasons for this are:
a. To make ongoing improvements to our website based on this data.
b. To see our most popular sources of business.
26.9 Disclosure of personal data
We will not sell, distribute or lease your personal information to third parties unless we have your permission or are required by law to do so. We may use your personal information to send you promotional information about third parties which we think you may find interesting if you tell us that you wish this to happen. We may only disclose your personal data:
a. To companies within Our group.
b. If we sell our business. In this case all the Company Data may be acquired by the buying company.
c. In cases where we are required by law to pass on information or if we believe action is necessary for fraud, cyber-crime or to protect the website, rights, personal safety of person/s.
d. We may also disclose aggregate statistics about visitors to our website (customers and sales) in order to describe our services to prospective partners (advertisers, sponsors) and other reputable third parties and for other lawful purposes, but these statistics will include no personally identifiable information.
27. SEVERABILITY
In the event that any provision of these Terms and Conditions 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 and Conditions of Sale, such determination shall not affect the validity and enforceability of any other remaining provisions.
28. ENTIRE AGREEMENT
28.1 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.
28.2 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).
28.2 Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
29. GENERAL
29.1 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
29.2 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
29.3 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly unenforceable or unreasonable it shall to the extent of such unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provisions shall continue in full force and effect.
29.4 Any waiver by the Company of any breach of, or any default under, any provision of the Contract by the Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of the Contract.
29.5 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
29.6 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the non-exclusive jurisdiction of the English courts. In the event of any dispute or difference arising between the parties which cannot be resolved through negotiation, the parties shall attempt to resolve the same in accordance with the Guidelines for Conciliation and Mediation or the Guidelines for Supervised Settlement Procedure (“Mini Trial”) of the Chartered Institute of Arbitrators. If such dispute or difference is not resolved by one of these procedures within 28 days of the parties entering into it, or if either party refuses to participate in it, the same shall be referred to a single arbitrator to be agreed upon by the parties pursuant to section 16(3) of the Arbitration Act 1996 (“the Act”) or in default of agreement, to be appointed by the President or Vice President for the time being of the Chartered Institute of Arbitrators. In this clause 12.5, “dispute or difference” does not include a claim for the price of the Goods by the Seller from the Buyer. The Arbitration shall be regarded as commenced for the purposes set out in section 14(1) of the Act when one party sends to the other a notice to concur in the appointment of an Arbitrator. The seat of the arbitration shall be in London. The Arbitrator shall determine the dispute or difference in accordance with the Law of the Contract.
30. GOVERNING LAW
These terms are governed by English law. Any contract for the purchase of goods from this site and any dispute or claim arising out of or in connection with any such contract will be governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident in Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident in Scotland you may also bring proceedings in Scotland.
31. 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 and Conditions 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 and Conditions of Sale constitutes acceptance of those changes.
32. CONTACT DETAILS
Any queries regarding the present Terms and Conditions of Sale should be sent to us at info@toppusgroup.co.uk