These Terms of Sale, along with any documents referred to herein, outline the terms and conditions under which we provide services and products on www.topav.co.uk (our website). By purchasing from us via our website, phone, or email, you agree to be bound by and comply with these Terms of Sale.
These Terms of Sale are effective as of 1st May 2024.
1. Definitions
In these Terms, the following words shall have the following meanings:
1.1 “Buyer” means the organization or individual purchasing Goods from the Seller. 1.2 “Conditions” refers to the terms and conditions set forth in this document and any special terms agreed upon in writing by the Seller.
1.3 “Delivery Date” means the date specified by the Seller for the delivery of Goods.
1.4 “Goods” refers to the products supplied to the Buyer by the Seller. 1.5 “Intellectual Property Rights” includes all patents, registered and unregistered designs, copyrights, trademarks, know-how, and all other forms of intellectual property enforceable worldwide.
1.6 “Price” is the cost of the Goods as listed by the Seller, subject to adjustments, including additional charges for carriage, packing, insurance, or other fees as quoted by the Seller.
1.7 “Seller” means Strive AV Limited t/a TopAV, Unit 4C, Birches Industrial Estate, East Grinstead, RH19 1XZ
2. General Conditions
2.1 These Conditions apply to all contracts for the sale of Goods by the Seller to the Buyer, excluding all other terms, including those the Buyer may seek to impose under any purchase order or similar document.
2.2 Orders for Goods are considered an offer by the Buyer to purchase Goods under these Conditions. 2.3 Acceptance of delivery of Goods constitutes conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 Variations to these Conditions, including special terms, require written agreement by the Seller to be applicable.
2.5 The Seller is not liable for any advice, recommendation, or representation regarding the Goods unless confirmed in writing.
2.6 These Conditions do not affect the statutory rights of any Buyer acting as a consumer.
3. Price and Payment
3.1 Payment for Goods must be made in advance unless a credit account is established, in which case payment is due 30 days from the invoice date.
3.2 The Seller may charge interest on overdue invoices at a rate of 2% per annum above the Bank of England’s base rate, accruing daily until payment is made.
3.3 The Seller reserves the right to modify credit terms at its discretion.
3.4 If the Buyer fails to pay by the due date, the Seller may; Require advance payment for undelivered Goods, Refuse delivery of undelivered Goods without liability, Allocate payments to any Goods at the Seller’s discretion and/or Terminate the contract.
4. Delivery
4.1 Delivery occurs at the address specified by the Buyer on the date set by the Seller. The Buyer must make arrangements to receive the Goods.
4.2 Delivery dates are estimates, and while efforts are made to meet them, they are not guaranteed. The Buyer cannot claim damages or cancel the order due to delays.
4.3 If delivery is delayed due to reasons beyond the Seller’s control, the Seller may store the Goods at the Buyer’s expense until delivery can be made.
4.4 If the Buyer fails to accept delivery within 3 days of notification, the Seller may invoice the Buyer and charge for storage.
4.5 The Seller may deliver Goods in instalments, each constituting a separate contract. Failure to deliver one instalment does not entitle the Buyer to cancel other instalments.
4.6 The Buyer must provide at least 3 months’ notice for rescheduling delivery by instalments, subject to the Seller’s agreement.
4.7 The Buyer must accept delivery within 3 months of the original delivery date even if the Seller delays.
5. Risk and Title
5.1 Risk of loss or damage passes to the Buyer when the Seller notifies that Goods are ready for collection or upon delivery.
5.2 Ownership of Goods remains with the Seller until full payment is received.
5.3 Until payment is made, the Buyer holds the Goods as the Seller’s agent and must store them separately and insured.
5.4 The Buyer may resell the Goods before ownership passes but must account for the proceeds to the Seller.
5.5 The Seller can reclaim Goods if payment is not made, and the Buyer must deliver them to the Seller on request.
5.6 The Buyer cannot pledge Goods as security before ownership passes.
6. Acceptance
6.1 The Buyer must specify the Goods and determine their suitability.
6.2 The Buyer must inspect Goods upon delivery and report defects within 14 days. Acceptance is assumed after this period.
6.3 The Buyer must not remove or interfere with identification marks on the Goods.
6.4 The Buyer must accept delivery even if the quantity varies within 5% of the order, with price adjustments accordingly.
7. Warranty and Liability
7.1 Defective Goods will be replaced free of charge within the manufacturer’s warranty period if: – The Buyer notifies the Seller immediately upon discovering the defect. – The defect is due to faulty design, materials, or workmanship.
7.2 Goods to be repaired or replaced must be returned at the Buyer’s expense if requested.
7.3 Warranties from third-party manufacturers are passed on to the Buyer.
7.4 The Seller may refund the Price of defective Goods if already paid.
7.5 The Seller is not liable for any representations or express terms regarding the Goods.
7.6 Liability for defective Goods is limited to replacement or refund.
8. Insolvency of Buyer
8.1 If the Buyer becomes insolvent or fails to pay for Goods, all amounts owed become due immediately.
8.2 The Seller may exercise rights under clause 5 and reclaim Goods.
9. Intellectual Property Rights
9.1 Rights to any software or documentation provided with Goods are subject to the applicable end user license.
9.2 The Buyer indemnifies the Seller against intellectual property infringement claims arising from specifications provided by the Buyer.
9.3 If Goods infringe intellectual property rights, the Seller may replace, modify, or refund the Goods.
9.4 Intellectual property arising from contract performance belongs to the Seller.
10. Force Majeure
The Seller is not liable for delays or failures due to events beyond its control, such as natural disasters, strikes, or supply shortages. If delays are unreasonable, the Seller may terminate the contract without liability.
11. Miscellaneous
11.1 These Conditions do not establish a partnership or agency relationship.
11.2 The Buyer cannot assign or subcontract the contract without the Seller’s written consent.
11.3 Failure to enforce any Condition is not a waiver of future enforcement rights.
11.4 If any Condition is deemed invalid, the remaining Conditions remain in effect.
11.5 The Buyer cannot withhold payment due to counterclaims.
11.6 These Conditions constitute the entire agreement between the parties.
11.7 This Agreement is governed by English law, and disputes are subject to the exclusive jurisdiction of English courts.
By using our services or purchasing from TopAV, you agree to these terms and conditions. If you have any questions or concerns, please contact us at sales@topav.co.uk
TopAV is a trading name of Strive AV Limited, a company registered in England and Wales. Company number: 04102256, VAT Number: GB769341302, Telephone: 01342 649575, Address: TopAV, Unit 4C, Birches Industrial Estate, Felbridge, East Grinstead, RH19 1XZ