Terms and Conditions of Sale

TOP EMBROIDERY - TERMS AND CONDITIONS OF SALE
 
1. In these conditions:
 
"The Company"; means Top Embroidery.
 
"The Customer" means the person, form or company whose order is
accepted by the Company.   

"The Goods" means the goods which the Company is to supply in
accordance with these conditions of sale.   

2. These conditions of sale apply to all sales made by "The Company".
Any other conditions of sale or conditions of purchase or conditions
of contract shall not apply unless specifically agreed to by all the
Directors of the Company.
 
3. Orders placed by the Customer as a result of verbal or written
offers or quotations or pro forma invoices will not be considered
binding unless the order is accepted by the Company.
 
4. Whilst dispatch or collection or delivery lead times may be
indicated to the Customer in good faith at the time of enquiry, goods
offered are subject to actual availability at the time of order
processing and the Company accepts no responsibility for any delay in
supply whatever the reasons.
 
5. Payment is due to the Company immediately upon presentation of the
invoice to the Customer.
 
6. If full payment of any invoice has not been received by the Company
within 30 days of the date of invoice then from the 30th day following
the date of invoice interest will accrue to the Company upon the
unpaid balance of the invoice at the rate of 2% per calendar month and
the interest calculation in the following calendar month will be made
upon the total balance outstanding at the beginning of the month. If
the Company proceeds to recover the payment through the Courts or
otherwise the Customer will be responsible for the debt, the interest,
administrative, legal and/or other costs incurred in the recovery of
the debt.
 
7. RETENTION OF TITLE

7.1. Notwithstanding delivery of the Goods property in the Goods shall
not pass from the Company to the Customer until the Customer has paid:
 
7.1.1. all sums due to the Company under this contract and
 
7.1.2. all other sums owed by the Customer to the Company under any
other contract or otherwise.
 
7.2. Until such time as property in the goods passes to the Customer,
he/it will:
 
7.2.1. retain possession of the Goods as bailee and fiduciary agent
for the Company and keep them separate from other goods and clearly
identified as the property of the Company.
 
7.2.2 if so requested by the Company at the Customer's expense,
immediately redeliver the Company or to the Company's order such of
the goods that have not been sold by the Customer pursuant to clause  
7.3 of these conditions. If the Customer fails to redeliver the Goods
the Company may enter upon any premises owned, occupied or controlled
by the Customer where the Goods are situated and repossess the Goods.
On the making of a request under this clause the rights of the
Customer pursuant to clause 7.3 shall cease.
 
7.3 Notwithstanding that the Goods (or any of them) remain the
property of the Company the Customer shall be entitled to use or sell
the Goods in the ordinary course of business and in exercising this
right the customer shall:   7.3.1 act as agent for the Company to sell
the Goods (or any part of them) shall cease immediately prior to the
Customer: 7.3.2. incorporate into the contract(s) of sale with its
Customer a statement to the effect that the Goods or the part thereof
being resold are the property of the Company and shall remain so until
the requirements of clause 7.1 of these conditions are met by the
customer.

7.3.3 not incorporate into the contract(s) of sale with its Customer
any clause inconsistent with the terms of these conditions.

7.3.4. not sell at an undervalue

7.3.5. keep full and proper records of all sales and the proceeds
thereof and permit the Company, its servants, agents or assigns to
inspect and/or have copies of the same upon request.

7.3.6. not allow its Customer any period of credit for payment for
goods and shall insist upon payment upon presentation of the
Customer's invoice. The Customer shall pay the proceeds of sale to the
Company immediately upon receipt of the monies from the Customer's
customer and in the event that the Customer retains any money then the
Customer shall hold any money proceeds of such sale(s) on trust for
the Company and in a separate and clearly identifiable fund and shall
identify the monies as monies belonging to the Company. The Customer
shall not mix the proceeds of sale with any other money nor pay it
into any overdrawn bank account

7.3.7. hold any non-money proceeds of such sale(s) on trust for the
Company and keep tangible proceeds stored separately and identified as
the Company's property and fully protected and insured against any
loss and shall account for such proceeds to the Company.          

7.4 The right to sell the Goods referred to in Clause 7.3 of these
conditions the customer shall:

7.4.1. becoming bankrupt or, if a firm, being dissolved, or (if a
Limited Company) going into liquidation, administration or
receivership, or entering into any arrangement or composition with its
creditors or

7.4.2. having any judgement entered against him/it or having distress
or execution levelled against him/it goods, or

7.4.3. purporting to deal with any of the goods in any manner
inconsistent with the Company's ownership thereof.

7.5 Until such time as property in the Goods passes to the Customer
the Customer shall

7.5.1. have or effect suitable insurance covering the full value of
the Goods.

7.5.2. in the event of any loss of or damage to the Goods or any part
of them make a claim under the policy of insurance and hold any
proceeds of such claim on trust for the Company and in a separate and
clearly identifiable fund and shall account for such proceeds to the
Company on demand.

7.6 The customer will indemnify the Company fully in respect of any
costs, charges, fees or expenses incurred by the Company in connection
with any steps taken by the Company to recover possession of any goods
or monies pursuant to its rights hereunder

7.7 For the avoidance of any doubt it is hereby agreed and declared
that it is not the intention of the parties that the foregoing
provisions should operate to create a charge of any kind in favour of
the Company over any asset(s) of the Customer.

7.8 The Customer shall not pledge or in any way charge by way of
security for any indebtedness any of the goods which are the property
of the Company.

8. Full risk in the goods passes to the customer immediately the Goods
are delivered to the destination nominated by the customer.

9. The Company shall not in any circumstances accept liability for any
damages, compensation, losses or other liabilities either direct or
consequential.

10. Due to the customised nature of the products, refunds are not
available on customised orders unless the products are defective. If
you believe your products are defective you must contact Top
Embroidery. immediately. Returns will not be accept if products have
been used, worn or washed.

11. Any short deliveries must be notified to the carrier and Top
Embroidery immediately and in writing within 3 days. Damaged or opened
cartons must be checked or refused on delivery. Please note delivery
dates quoted are a guide only and will not be legally binding unless
specified as part of a contract. 

12. No artwork will be returned unless requested. Embroidery disks
remain the property of Top Embroidery. All films are stored for an
indefinite period free of charge. 

13. Top Embroidery. reserves the right to alter prices and garment
specifications without prior notice. All items remain the property of
Top Embroidery. until paid for in full.

14. Returned cheques will be charged at £25.00 per representation.

15. Top Embroidery is the trading name of Topline Parts Limited, 
registered office address - Topline House, Unit 21 Chaucer Way, 
Wokingham, Berkshire RG41 3BG. Registered in England 3890538