Terms & Conditions
Terms and Conditions
These Terms and Conditions (updated March 2021) apply to all the contracts for the supply/sale of goods by Top-Op (Foods) Ltd, a company registered in England with company number 1246241 and whose registered office is at 7 Garland Road, Stanmore, Middlesex, HA7 1QU (‘We,’ ‘us’, ‘our’, ‘Top-Op’), to the exclusion of any other terms. These terms and conditions are known as T&Cs.
1.1. The Order constitutes an offer by you to purchase the Goods from us in accordance with these Terms and Conditions.
1.2. Orders are accepted subject to availability of the Goods.
1.3. The Order shall be deemed accepted on our doing any act consistent with fulfilling the Order (including but not limited to us picking the goods to fulfil the order), at which point the Contract shall come into existence.
1.4 An Order acknowledged in writing or electronically will count as evidence of the Order.
1.5 You accept that we have not induced you to buy any Goods from us and you accept that we have not made any statement or representation to you on which you have relied before buying the Goods from us.
1.6 We do not have to fulfil any order whilst any money due from you for previous orders remains outstanding.
2.1. Our standard minimum delivery value is £500 excluding VAT. We reserve the right not to deliver an Order which is valued at less than £500 and, if we do deliver, an additional charge may be levied on Orders delivered.
2.2. We shall ensure that; each delivery of the Goods is accompanied by a delivery note which shows the Order number, description and quantity of the Goods.
2.3. We shall deliver the Goods to the location set out in the Order or such other location as the parties may agree in writing.
2.4. Delivery of the Goods shall be completed on the unloading of the Goods at the Delivery Location or the Goods being placed in your possession and control whichever happens first. Upon doing so the responsibility for and risks in the Goods passes to you.
i. The Goods delivered shall be checked by you in the presence of the driver. Claims for shortages, loss, damages, short dated (i.e. less than 3 months expiry) or short deliveries must be made to us by email to: [email protected] within 48 hours of delivery, time being of the essence.
ii. After delivery of Goods, we shall not accept any returns of Goods due to damage to Goods or for out-of-date Goods.
2.6. Any delivery dates and times are approximate only. We shall not be liable for any delay in delivery of the Goods however caused.
2.7. Where we can deliver using our own transport within the UK, this will be free of delivery charges. For all other deliveries’ charges will apply and be payable by you.
2.8. References to you in this clause include the persons or company collecting the Goods on your behalf.
2.9 Any person or company collecting Goods on your behalf is doing so at your sole risk cost and expense and as your agent.
3. Product Shelf Life
3.1. All Goods delivered will carry a minimum of 3 months expiry date unless where the Goods sold to you are sold as short dated Goods.
4. Risk and Title
4.1. The risk in the Goods shall pass to you on delivery.
4.2. Title (ownership) to the Goods shall not pass to you until we receive payment in full for the Goods and all delivery charges where applicable.
4.3. Until title to the Goods has passed to you, you shall:
a) store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
c) maintain the Goods in satisfactory condition and keep them insured at your sole cost and expense against all risks for their full price from the date of delivery;
d) notify us immediately if you become subject to any insolvency event; and
e) give us such information relating to the Goods as we may require from time to time.
4.4. If before title to the Goods passes to you, you become subject to any insolvency event, then, without limiting any other right or remedy:
a) your right to resell or use the Goods ceases immediately; and
b) we shall at any time:
i. require you to deliver to us all Goods that have remained unsold.
ii. have the right to enter any of your premises to remove the Goods.
5. Price and Payment
5.1. Prices are fixed on the day Goods are ordered. VAT will be charged at the appropriate rate on Goods where applicable. Prices for unfulfilled Orders are valid for 48 hours from the date of the Order.
5.2. For deliveries outside of the UK the prices are quoted ex warehouse.
5.3. All Goods shall be paid for on delivery except where we have agreed payment terms in advance.
5.4. Should any payment be refused or returned by the bank you will incur any bank charges plus admin fees. Further, we reserve the right to charge late payment interest at the statutory rates on all overdue balances.
5.5 All prices quoted or mentioned are at all times exclusive of taxes duties and levies.
6. Non-Consumer Declaration
6.1. You are declaring by placing the Order that you are not a consumer but are a trader. You are also declaring that you are buying Goods from us as a Trader and not as a consumer. You are also declaring that you are buying goods from us for purposes of trade.
7. Product Recall
7.1. If you are the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) you shall immediately notify us in writing enclosing a copy of the Recall Notice.
7.2. If we request you to withdraw any Goods from sale, you shall do so immediately without any objection.
7.3. Unless required by law, you may not undertake any recall or withdrawal without our written permission and only then in strict compliance with our instructions about the process of implementing the withdrawal.
7.4 We are not liable to you in any whatsoever for any financial loss you suffer or incur or may suffer or incur as a result of a Recall.
We may suspend further supply or delivery, stop any Goods in transit or terminate our contract by notice in writing to you if you are in breach of an obligation under these Terms and Conditions or you become unable to pay your debts when they fall due or proceedings are commenced by or against you alleging bankruptcy or insolvency. Upon termination, any payments you owe to us (even if they are not yet due for payment) will be immediately due and payable and we shall be under no further obligation to supply Goods to you.
9. Limitation of Liability
9.1. All information, data, descriptions, statistics and marketing materials are for general guidance only and their accuracy or completeness or authenticity is not guaranteed at any time.
9.2. We do not accept liability for any failure to perform or delay in performance caused by events outside of our control (including, but not limited to, strikes, trade disputes, accident, breakdowns, epidemics, pandemics, civil disorder, change in law, state of emergency, shortages affecting us or our usual sources of supply or means of delivery of the product).
9.3. We shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, except:
a) for personal injury or death arising from our negligence, fraud or fraudulent misrepresentation;
b) where you have notified us in accordance with clause 2.5. and we have accepted your claim.
9.4. For the avoidance of doubt, we shall under no circumstances whatsoever be liable to you for:
i. loss of profit;
ii. loss of goodwill;
iii. loss of business or business opportunity; or
iv. any indirect or consequential loss arising under or in connection with the Contract between us.
9.5. Where we are liable to you, our total liability to you shall in no circumstances exceed the purchase price of the Goods paid by you to us.
10. Data Protection
10.1. Calls to us may be recorded.
10.2. You are consenting to us checking from time to time your credit rating or reference and obtaining reports from credit reference agencies on yourself. You are consenting to us holding, retaining, and using your personal data for any reasonable purpose including but not limited to marketing and promotional purposes.
10.3. You are consenting to us disclosing your personal data where we may be required by law to do so or where we are being requested by a Governmental body or similar authorities.
11. General Provisions
a) Any notice or other communication given to a party under or in connection shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery, commercial courier or fax.
b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 11.2(a); if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax, one business day after transmission.
c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
a) If any court or competent authority finds that any provision of these Terms and Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Conditions shall not be affected and such other provisions shall remain fully enforceable at all times.
b) If any invalid, unenforceable or illegal provision of these Terms and Conditions would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
11.3. Entire agreement.
a) These Terms and Conditions (together with any documents referred to in it) constitutes the entire agreement between us and you and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations, arrangements and understandings between us and you, whether written or verbal, relating to their subject matter.
b) Each party acknowledges that in entering into this agreement (and any documents referred to in it), it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement or those documents. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any representation, warranty or other statement in this agreement.
11.4. Variation. Except as set out in these Terms and Conditions, any variation to these Terms and Conditions, including the introduction of any additional terms and conditions, shall only be binding when agreed in writing and signed by us.
11.5 Governing law and jurisdiction. The Terms and Conditions, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall governed by, and construed in accordance with, English law, and you irrevocably submit to the exclusive jurisdiction of the courts of England.