General Terms and Conditions

These Terms may have changed since you last reviewed them

Interpretation
Scope of application
Payment terms
Contracting process
Delivery
Transfer of risk - deviations
Notice - Liability for unloading
Notification of damage
Condition of Goods - Assembly
Liability for defects
Reservation of proprietary rights
Cancellation
Other terms
Dispute resolution
Jurisdiction

§ 1 Interpretation

The following definitions and rules of interpretation apply in these Terms.

Definitions:
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Business Hours: the period from 8.30 to 5.30pm on any Business Day.
Carrier: the forwarding agent and carrier contracted by us or you for the carriage of the Goods.
Consumer: an individual acting for purposes which are wholly or mainly outside that individual's trade, business, craft or profession.
Day: a period of 24 consecutive hours.
Destination: the place of destination for the Goods under the Order if the Goods are not collected by you or on your behalf from the Premises such as either your premises or a port of destination as the case may be.
Goods: the Goods (or any part of them) set out in the Order.
Order: your order for the Goods formed by our acceptance of your Order Request pursuant to clause 4.2.
Order Request: has the meaning given to it in clause 4.1(a)
Premises: our premises at Carlton Drive, Pen Y Fan Industrial Estate, Crumlin Newport, Gwent NP11 4EA.
Specification: any specification for the Goods, including any related plans and drawings, that is agreed in writing by you and us.
VAT: value added tax (or equivalent tax) chargeable in the UK or elsewhere.
we/our/us: TOPREGAL UK Limited (company number 13289532) with registered address at Carlton Building Carlton Drive, Pen Y Fan Industrial Estate, Crumlin, Gwent, Wales, NP11 4EA.
you/your: you who purchases the Goods from us.
Clause headings shall not affect the interpretation of these Terms.
A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
These Terms shall be binding on, and enure to the benefit of, the parties to these Terms and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal representatives, successors and permitted assigns.
A reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.
A reference to writing or written includes email and fax.
Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

2. Scope of application

These terms and conditions (Terms) constitute the entire agreement between you and us in relation to your Order. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in these Terms and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
Our Terms shall only apply to business to business sales. We do not sell to any party acting as a Consumer.

3. Payment terms

Unless otherwise agreed, our prices assume delivery of the Goods to you at our premises. Our pricing excludes packaging and carriage of the Goods. If you wish to have the Goods delivered to another location, this is free of charge throughout mainland United Kingdom. For shipping outside of this area, please contact us for a bespoke price upon ordering which shall include payment for the carriage of the Goods to the Destination.
Unless otherwise stated or agreed, VAT is not included in our prices. It is shown separately on the invoice at the statutory rate on the day of invoicing. If the rate of VAT changes between your order date and the date we supply the product, we may adjust the rate of VAT that you pay, unless you have already paid in full before the change in the rate of VAT takes effect.
The deduction of a discount for early payment by you requires express agreement by us.
Unless otherwise agreed, we shall hand over Goods to you against prepayment by means of:
1. PayPal
2. bank transfer;
3. debit card;
4. credit card;
5. delivery on account;
6. crediting against a credit account provided by us; or
7. a proforma invoice payable within 10 Business Days by means set out in clauses 2.6.1 to 2.6.4.
For a bank transfer or debit card payment, the Goods will be handed over to you only after crediting our account with the full price of the Goods inclusive of VAT.
For delivery on account, the final invoice amount is payable within 10 Business Days after receipt of the Goods by you.
For a credit account approved with us, payment is due within 30 days of date of the invoice, unless otherwise agreed in writing by us.
If we are unable to collect any payment you owe us we charge interest on the overdue amount at the rate of 4% a year above the Bank of England base rate from time to time. When such figure is below zero, the rate shall be deemed zero. This interest accrues on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You pay us the interest together with any overdue amount.
You shall only be entitled to set-off rights if your counterclaims have been legally established, undisputed or acknowledged by us. In addition, we are entitled to exercise a right of retention insofar as any counterclaim is based on the same contractual relationship.

4. Contracting process

The ordering process consists of:
1. information on our website (www.topregal.co.uk) represent a non-binding invitation to treat for you to make an offer to us (Order Request). By clicking on the "Buy" button to generate the Order Request, you make a binding offer to us. We reserve the right to acceptance;
2. you receive an automatically generated e-mail from us confirming that the Order Request has been received by us normally within 10 Business Days. This confirmation of receipt does not yet represent the conclusion of a contract and therefore does not contain a request for payment.
3. a contract is only concluded through an explicit acceptance of the Order Request by us (Order), which takes the form of sending either:
1. a pro forma invoice requiring prepayment by you; or
2. the completion of the following process:
1. a letter, fax or email from us stating the Goods are ready for your collection; and
2. handing over of the Goods to you in our dispatch department.
In the steps in clause 4.1(b), you may check and, if necessary, correct your details.
If:
1. a product is unexpectedly out of stock;
2. a credit reference we have obtained is unsatisfactory in our opinion; or
3. the product was mispriced by us; or
4. we consider you to be acting in the capacity of a Consumer,
we let you know as soon as possible and refund any sums you have paid with no further liability incurred by us to you.

5. Delivery

The delivery time stated by us in the Order is calculated from the time of handover of the Goods in your Order to the Carrier. In case of payment in advance the delivery time starts a day after receipt of payment on our account.
The compliance with our delivery obligation further presupposes the timely and proper fulfilment of your obligations.
Delivery under the Order is when the Goods have been handed over to the first Carrier at our Premises (Delivery).
In the event of shipping to a location stipulated by you pursuant to clause 3.1, the risk relating to the Goods transfers to you upon Delivery. We shall be responsible for country of origin costs including export clearance but not freight costs for carriage to the Destination (except for customers in the Republic of Ireland where the customer has these responsibilities). For the avoidance of doubt, you shall be responsible for insurance from Delivery.
If no special place of Destination has been agreed with you for requests for delivery to a stipulated premises pursuant to clause 3.1, your place of business shall be deemed to be the Destination. As soon as Delivery occurs, we shall inform you accordingly. The Carrier commissioned by us will normally ship the Goods from us to you within three Business Days, unless otherwise advised.
If shipping has been agreed with you, you are obliged to guarantee the Carrier access to your property within Business Hours, unless agreed beforehand.
We shall charge you additional sums if you do not give us information we have asked for about how we can access your property for delivery, installation or to provide services or if you do not conduct preparatory work for installation, as agreed with us. For example, we might need to re-deliver on another vehicle or with extra manpower, reschedule services or. If we do not have sufficient information to access your property for delivery, installation or to provide services, we may cancel the delivery and require you to arrange collection of your Order from our Premises.
If you have failed to accept the Goods or failed to pay us when payment is due, the risk of accidental loss or accidental deterioration of the Goods shall pass to you at that point.
If our supply of Goods is delayed by an event outside our control we shall contact you as soon as possible to let you know and do what we can to reduce the delay. As long as we do this, we will not compensate you for the delay, but if the delay is likely to be substantial you can contact our Customer Service Team on 01495 707222 or email [email protected] to end the Order and receive a refund for any products you have paid for in advance, but not received, less reasonable costs we have already incurred.
No right to consequential loss exists, unless explicitly agreed in writing by us on our acceptance of the Order Request.
In the event of a return shipment of the Goods, you are obliged to pack the Goods to be shipped securely against any transport damage and to document any previous damage. You are responsible for returning the Goods in the same state as you received them. The transfer of risk from you to us takes place upon receipt of the return at our Premises.
Delivery is made during Business Hours and usually by articulated lorry. Smaller items are sent by parcel service.

6. Transfer of risk - deviations

Minor deviations in technical specifications including but not limited to dimensions, weight and colour are not grounds for complaint by you. Any tolerances are accepted by you. This also applies to special dimensions and custom-made products.
If we are making or supplying the product to measurements you provide, you are responsible for making sure those measurements are correct.

7. Notice - Liability for unloading

If selected in the order process, the Carrier will give notice by telephone at least one day before the delivery date.
Unless otherwise agreed, you are obliged to have appropriate unloading equipment and personnel available such as a fork-lift truck or other unloading machinery suitable to unload the Order. In case of doubt, you must inquire about the unloading requirements in good time. If there are delays in unloading the means of transport and if the Carrier charges us additional costs as a result, these are to be reimbursed to us in full by you.

8. Notification of damage

If loss of or damage to the Goods is apparent and you do not notify the Carrier and us of the loss or damage upon the delivery of the Goods, it is agreed that you have accept the Goods are complete and undamaged.
The notification must indicate the loss or damage sufficiently clearly and include appropriate photographic evidence of the loss or damage.
The presumption under clause 8.1 shall also apply if the loss or damage was not externally apparent and has not been reported within seven days of delivery.
Claims for late delivery shall lapse if you do not notify the Carrier of the overdue delivery within 15 Business Days after delivery.
Damage, delays and additional costs resulting from your failure to comply with your inspection and due diligence obligations shall not be borne by us.
Timely dispatch by us suffices to comply with your delivery dates.
A notice of damage after delivery must be made in writing to the Carrier and to us.

9. Condition of Goods - Assembly

Unless otherwise agreed, the Goods are handed over to you in unassembled condition.
You are responsible for the assembly of the Goods, unless agreed in writing in advance with us.
You are obliged to observe the local rules for assembly and for the selection of a suitable assembly site, in particular the inspection of the ground conditions.
You are obliged to observe the load signs, assembly instructions and information signs attached to the Goods when using them.
If you violate your obligations under clauses 9.3 and 9.4 and if this results in damage to the Goods, we shall not be liable for this.
Assembly work by our in-house assembly team is by fixed appointment with us. Cancellations up to 7 working days (Monday to Friday) before the installation date are free of charge. In the event of a late cancellation, we reserve the right to charge you the following cancellation costs:
- 5 - 6 working days before appointment: 20 % of the installation price
- 3 - 4 working days before the deadline: 50 % of the installation price
- 1 - 2 working days before the deadline: 70 % of the installation price
- On the day of assembly: 100 % of the installation price.

10. Liability for defects

Claims under the Warranties by you presume that you have properly fulfilled your obligations to inspect the Goods and give notice of defects under the SEMA General guidance for assessment of damage and other issues affecting pallet racking (https://www.palletrackinspections.co.uk/sema-reporting-guidelines) and the Lifting Operations and Lifting Equipment Regulations 1998.
Insofar as the Goods are defective, we shall be entitled, at our discretion, to rectify the defect or delivery of a new item free of defects. In the event of rectification, we shall rectify only up to a maximum of the value of the Order. Any rectification beyond that value will be refused by us.
If the subsequent performance of the Goods is unsatisfactory, you are entitled to demand at our discretion (1) return of the Goods and repayment of the Order or (2) a price reduction.
In the event of damage, you are obliged to mitigate your losses.
We warrant that on delivery, and for a period of 12 months from the date of delivery any products which are Goods shall:
1. conform in all material respects with their description and any relevant specification;
2. be free from material defects in design, material and workmanship;
3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
4. be fit for any purpose held out by us
(Warranties)
We will not be liable for any failure of Goods to comply with the Warranties if:
1. you make any further use of such Goods after telling us it is non-compliant;
2. the defect arises because you failed to follow our oral or written instructions as to the storage, installation, commissioning, use or maintenance of the product or (if there are none) good trade practice;
3. the defect arises because we followed any drawing, design, instruction or specification supplied by you;
4. you alter or repair the Goods without our written consent; or
5. the defect arises because of fair wear and tear or wilful damage of the Goods, your negligence or that of your agents, or abnormal working conditions for the Goods.
Our total liability to you for all losses arising out of or in connection with these Terms shall be limited to (100 %) of the sum paid by you for your Order.
Nothing in these Terms shall limit or exclude our liability for:
1. death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
2. fraud or fraudulent misrepresentation;
3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
4. any matter in respect of which it would be unlawful for us to exclude or restrict liability.
Except to the extent expressly stated, we exclude all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982.
How we use any personal data you give us is set out in our Privacy Notice.

11. Reservation of proprietary rights

We reserve the right of ownership of the Goods until receipt of all payments arising from all order by you with us. If you act in breach of contract, in particular in the event of default of payment, we shall be entitled to recover the Goods. Following recovery of the Goods we shall be entitled to sell them and the proceeds of the sale shall be set off against your liabilities less reasonable costs of sale.
In the event of confiscation or other interventions by third parties, you must notify us immediately in writing so that we can take legal action. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of an action, you shall be liable for the loss incurred by us.
You shall be entitled to resell the Goods in the ordinary course of business; however, you assign to us all claims in the amount of the final invoice amount (including VAT) of our claim which accrue to you from the resale to your customers or third parties, irrespective of whether the Goods have been resold without or after title. You remain entitled to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. We undertake, however, not to collect the claim as long as you meet your payment obligations from the proceeds received, do not fall into arrears with us and, in particular, no application for the opening of composition or insolvency proceedings has been made or payments have been suspended by you. If this is the case, however, we can demand that you inform us of the assigned claims and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors (third parties) of the assignment.
If any Goods are processed with other objects not belonging to us, we shall acquire co-ownership of the processed Goods in the ratio of the value of the Goods (final invoice amount including VAT) to the other processed objects at the time of processing.
If the Goods are inseparably mixed with other objects not belonging to us, we shall acquire co-ownership of the mix of Goods in the ratio of the value of our Goods (final invoice amount including VAT) to the other mixed objects at the time of mixing. If the mixing is carried out in such a way that your Goods are to be regarded as the main component of the mixed Goods, it shall be deemed agreed that you shall transfer proportional co-ownership to us. You shall hold the sole ownership or co-ownership thus created in safekeeping for us.
We undertake to release the ownership to which we are entitled at your request to the extent that the realisable value of our ownership exceeds our claims to be secured by more than 10 %; the selection of the securities to be released is at our discretion.

12. Cancellation

We may cancel your Order and claim any compensation due to us if:
1. you do not make any payment to us when it is due and you still do not make payment within 14 days of our reminding you that payment is due;
2. you do not, within a reasonable time of us asking for it, provide us with information, cooperation or access that we need to provide the product;
3. you do not, within a reasonable time, either allow us to deliver the Goods to you or collect them from us;
4. pursuant to clause 2.2 you are a Consumer.
In the event of cancellation by either party or the return of Goods by you to us, we are entitled to charge a return fee of 20 % of the total value of the Order including any packaging and shipping costs (Return Fee), however:
1. you have the right to prove to us that we have suffered no damage or significantly lower damage as a result of the cancellation thereby entitling you to a reduction on the Return Fee to be agreed between you and us; and
2. we are entitled, if in our opinion we have suffered more damage than 20 % of the total order value, to claim such costs above the Return Fee.

13. Other terms

We can transfer your Order, so that a different organisation is responsible for supplying your Order. We will tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Order.
You need our agreement to transfer your Order with us to another party and it is at our discretion to do so.
These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
A waiver of any right or remedy under these Terms or by law shall only be effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
A failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under these Terms or by law shall prevent or restrict the further exercise of that or any other right or remedy.

14. Dispute resolution

In the first instance our Customer Service Team: (telephone 01495 707222 or email [email protected]) will do their best to resolve any problems you have with us or our products.
These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

15. Jurisdiction

Each party agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or their subject matter or formation.

Status: 12 May 2025