 Topline Electronics Ltd
Unit 7 Crown Close
Hailsham
East Sussex
BN27 3JF
Office hours are 09.00 to 17.00 Mon - Thurs, 09.00 -16.00 Fri
Whatever your water chemistry needs, Topline can provide a total solution engineered to give you 100% satisfaction.
Our range of high quality products are designed and manufactured at our facility in Hailsham and fully supported on site.
Dedicated to meeting your individual needs, Topline will be pleased to discuss your requirements and recommend the ideal solution. We offer first class training and advice in all aspects of pool water operating conditions. Should you have any queries or are experiencing any difficulties, Topline will provide support to resolve them ---- fast.
With exceptional customer service built into our high quality products, Topline offers an unbeatable range of industry solutions.
Registered office: Topline Electronics Ltd, Unit 7 Crown Close, Hailsham, East Sussex. BN27 3JF
Registered in Cardiff: 2030344
TERMS AND CONDITIONS
1.0 Interpretation
1.1 In these conditions: "BUYER" means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller. "GOODS" means the goods (including any instalments of the goods or any parts for them) which the Seller is to supply in accordance with these conditions. 'SELLER" means Topline Electronics Ltd whose registered office is at Unit 7 Crown Close, Hailsham, East Sussex, BN27 3JF. 'CONDITIONS' means the standard terms and conditions of sale set ;out in this document and (unless the context otherwise requires) including any special terms and conditions agreed in writing between the Buyer and the Seller. "CONTRACT" means the contract for the purchase and sale of the Goods.
1.2 Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. The headings in these Conditions are for convenience only and shall not affect their interpretation.
2.0 Basis of the Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer or any writ ten order of the Buyer which is accepted by the Seller, subject in either case of these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made by the Buyer. The giving of an order by the Buyer shall be deemed to be an acceptance of these terms by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in writing between the authorized representatives of the Buyer and the Seller.
2.3 The Seller's employees or agents are not authorized to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on, and waives any claim for breach of, any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer's or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer's own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
3.0 Orders and Specifications Returns
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller's authorized representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller 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 Seller as a result of cancellations.
3.4 Goods ordered incorrectly by the Buyer or found to be surplus to the Buyers requirements shall be subject to a 20% re-stocking charge by the Seller subject to agreement in writing from the Seller. The Seller will not accept perishable items for re-stocking.
3.5 Used or damaged Goods will not be accepted for return by the Seller.
3.6 Special orders (i.e. items not normally stocked) cannot be cancelled once submitted by the Buyer and accepted by the Seller.
4.0 Price of the Goods
4.1 The price of the Goods shall be the Sellers quoted price or, where no price has been quoted (or a quoted price is no longer valid) the price listed in the Seller's published price list current at the date of acceptance of the order. (Where the Goods are supplied for export from the United Kingdom, the Seller's published price list shall also apply).
4.2 The Seller reserves the right, (by giving notice to the Buyer) at any time before delivery, to increase the price of the Goods to reflect any increase in the cost alteration of duties), significant increase in the costs of labour, material or other costs of manufacture.
4.3 Except as otherwise stated under the terms or any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller's premises.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5.0 Terms of Payment
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price of the Goods at any time after the Seller( has been notified by the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay the price of the Goods (less any discount to which the Buyer is entitled, but without any other deduction) when it submits its order to the Seller notwithstanding that an invoice has not been submitted, delivery may not have taken place and the property in the Goods has not passed to the Buyer unless otherwise agreed in Writing by the Seller. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the statutory 8% above the base rate and any further recovery costs from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). At the point of an invoice becoming overdue for payment all other outstanding invoices will also become immediately due.
5.4 The Seller shall charge the Buyer £20.00 for each re-presentation of the Buyer's dishonoured cheques.
6.0 Delivery
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller's premises at any time after the Seller has notified the Buyer that the Goods to that place are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods howsoever caused .Time for delivery shall not be of the essence unless previously agreed by the Seller in Writing. The Goods may be delivered by the Seller in advance to the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 The Seller reserves the right to deliver the Goods with the variance of up to 5 per cent more or 5 per cent less than the quantity size or weight ordered without any adjustment in the price.
6.4 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver anyone or more of the instalments in accordance with these Conditions or any claim made by the Buyer in respect of anyone or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.5 The Buyer shall inspect all goods immediately upon delivery.
6.5.1 The Buyer shall give written notice to the Seller and any carrier immediately of any failure of the goods to comply with the contract (i.e. damaged goods).
6.5.2 Where the Buyer has not received any goods despatched by the Seller, it shall give written notice to the Seller within seven days of having been notified of despatch.
6.6 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer's reasonable control or by reason of the Seller's fault) then, without prejudice to any other right or remedy, the Seller may:
6.6.1 store the Goods until actual delivery and charge the Buyer for the reasonable storage costs (including insurance); or
6.6.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7.0 Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1 in the case of Goods to be delivered at the Seller's premises, at the time when the Seller notifies the Buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller's premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, at the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the Property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller's fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller's property.
7.4 Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been sold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all moneys owing by the Buyer shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8.0 Warranties and Liability
8.1 Subject to the conditions set out below the Seller warrants that the Goods will in material respects correspond with their specification at the time of delivery and will be free from defect in material and workmanship for a period of 730 days from delivery. The Seller shall at its option, repair or replace free of charge any goods which in the Seller's opinion are faulty.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or in writing), alteration or repair of the Goods without the Seller's approval;
8.2.2 The Seller shall be under no liability if the goods have been installed, commissioned or serviced by persons other than the Seller or approved agents;
8.2.3 The Seller shall be under no liability in respect of incorrectly specified products; it is for the Buyer to ensure that the product is correctly specified and installed in accordance with the manufacturer's guidelines for its intended use;
8.2.4 The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
8.2.5 excepting Mandatory regulations to the contrary, the expenses for return and reshipment of the defective materials shall be paid by the Buyer.
8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the Buyer are not affected by these Conditions).
8.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specifications shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.) If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall not have liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.7 Except in respect of death or personal injury caused by the Seller's negligence, the Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, except as expressly provided in these Conditions.
8.8 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing,or any failure to perform, any of the Seller's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller's reasonable control. (Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller's reasonable control;
8.8.1 act of God, explosion, flood, tempest, fire or accident;
8.8.2 war or threat of war, sabotage, insurrection, civil insurrection or requisition;
8.8.3 acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.8.4 import or export regulations or embargoes;
8.8.5 strikes, lockouts, other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.8.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.8.7 power failure or breakdown in machinery).
9.0 Insolvency of Buyer
9.1 This clause applies if:
9.1.1 The Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
9.1.2 an encumbrancer takes possession of, or a receiver is appointed over, any of the property or assets of the Buyer; or
9.1.3 The Buyer ceases, or threatens to cease, to carryon business; or
9.1.4 The Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
9.2 If this clause applies, then the Seller shall be entitled, without prejudice to any other right or remedy, to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price of the Goods shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
10.0 General
10.1 The Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any subsidiary or holding company or other subsidiary of its holding company.
10.2 Any notice or information required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. Notices or information may be given by hand or sent by registered post or recorded ;delivery. Any notice sent by post shall be deemed to have been given on the second working day after posting; and proof that any such notice or information was properly addressed and posted shall be sufficient evidence that such notice has been duly given.
10.3 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same ;or any other provision.
10.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
10.5 The Contract shall be governed by the laws of England.
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