Terms and Conditions of Trading with Top Embroidery.
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.
2.1 Changes to these terms. We may change these terms at any time by updating them, so please ensure that you check them regularly. By using the Site after any changes have been made to these terms, you will be deemed to have accepted the amended terms.
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, even if payment has been made and passed to The Company. This includes any orders placed via the web sites eCommerce system where acknowledged automatically
3.1 The Company makes every effort to ensure that the product information including pricing is correct but, sometimes errors occur for many reasons and include human error. If we identify that a product or service you have ordered is incorrect in any way we reserve the right to cancel the order. We will refund any payment you have already made. We will correct the error where possible and you will be provided with the option to make the purchase again at the correct price or specification. If the change deems the product unavailable we will where practicable offer a substitution We are under no obligation to supply you with a product or service that has been mispriced or contains a specification error.
You will be contacted using the details you have provided to inform you of the cancellation.
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. All free issue goods supplied to The Company are at the customer’s own risk and no responsibility can be accepted for damage to the goods however caused. It is understood by the customer that there is a slight risk during the embroidery process and that errors can occur and jobs are only accepted on the basis that the customer accepts this risk and will not hold The Company responsible for any loss.
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 The Company immediately and confirm in writing within 3 days. Returns will not be accepted if products have been used, worn or washed.
10.1 All customer supplied goods are embroidered or printed at no risk to The Company.
11. Any short deliveries, discrepancies or queries with your order must be notified to 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 files 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. Promotional Offers will be available to both existing and new customers via the Top Embroidery REWARDS scheme. The REWARDS scheme has a few simple conditions that apply to each offer and in addition the customer in accepting these conditions permits us to approach them with other special offers from time to time.
15.1 The REWARDS promotions offer may not be used in conjunction with another offer on the same order and is available only to specific customers or prospective customers and each claim must be validated by the production of an offer code and claimant’s company details.
15.2 The Company at its’ discretion reserves the right to reject any claim.
15.3 Each offer is made with a valid until date. Notwithstanding this date every promotional offer is open for a maximum of two weeks from the offer date. This may be the issue date of the email.
15.4 Any claim made outside of the offer period may be accepted at The Company’s discretion.
15.5 The REWARDS promotions are limited to one per customer.
15.6 The promotional item or gift will be available to the eligible recipient when the order has been paid in full. The Company may waive this condition but, in the event that the sum due remains outstanding for longer than the standard 30 day terms then the full value of them item will become due for payment along with the balance due for the order.
15.7 Any product or service on offer may be substituted for an alternative of the item on offer if stocks are exhausted or for any reason are longer available.
15.8 Any decoration that is applied to a promotional offer is based on a standard layout and any additional detailing will be charged for at market price.
15.9 Any offer that The Company makes is intended to be a fair and reasonable incentive to attract repeat orders and or new customers. If an offer is made that subsequently proves to be uneconomical or is used to exploit The Company, then at its’ discretion it retains the right to retract and withdraw any offer without notice or alternative.
16. Top Embroidery, Unit 4 Ashville Way, Wokingham, Berkshire RG41 2PL