Terms and conditions

Welcome to Top Down Trading terms and conditions.

By purchasing goods you agree to be bound by these terms and conditions.


Purchase Price
1. The Purchase Price is the sum agreed for the Goods, to be paid by the Buyer.
2. In addition to the Purchase Price as specified in these Terms & Conditions, the amount of any
present or future use, excise, or similar tax applicable to the sale of the Goods will be paid by the
buyer, or alternatively, the Buyer will provide the Seller with a tax exemption certificate acceptable
to the applicable taxing authorities.
3. The Purchase Price is exclusive of Value Added Tax (VAT) and is payable by the Buyer, unless the
Buyer provides the Seller with a tax exemption certificate acceptable to the applicable taxing
authorities, in which case the amount of the VAT or comparable tax will not be added to the
Purchase Price payable by the Buyer.
4. Payment for the Goods will be made to the Seller when the Buyer is notified of the availability of
the specified Goods, for which the Seller raised an invoice. Payment methods can be via bank transfers,
Cash, or with Debit/Credit cards.
Delivery of Goods
5. The Goods will be deemed to be delivered to the Buyer (a) at the Seller’s nominated warehouse or
shop (Ex-warehouse), or (b) FOB handed to a transporter or carrier authorised and presented to the
Seller by the Buyer for that purpose. The method of shipment is at the discretion of the Buyer who
shall bear the financial costs of the transportation of the Goods to the delivery point prescribed by
the Buyer.
Risk of Loss
6. Risk of loss will be for the Buyer to insure from the time of delivery. The Buyer will provide, at its
expense, insurance on the Goods from the point of delivery.
The Seller does not assume, or authorise any other person to assume on the behalf of the Seller, any
liability in connection with the sale of the Goods. However, the Seller's above disclaimer of
warranties does not, in any way, affect the terms of any applicable warranties from the
manufacturer of the Goods.
8. The Buyer accepts to have been given the opportunity to inspect the Goods or to have them
inspected, and the Buyer has accepted the Goods in their existing condition. Further, the Seller
disclaims any warranty as to the condition of the goods, diversity in style, size and shape, and in the
colours of the items.
9. Nevertheless, the Seller warrants that: (1) the Seller is the legal owner of the Goods; (2) the
Goods are free from all liens and encumbrances; (3) the Seller has the right to sell the Goods; and (4)
the Seller will warrant and defend the title of the Goods against any and all claims and demands of
all persons.
10. Title to the Goods will remain with the Seller until actual receipt of full payment for the Goods by
the Seller and delivery of the Goods to the Buyer.
Security Interest
11. The Seller retains a security interest in the Goods until receipt of full payment for the Goods.
12. The Buyer is urged to inspect the Goods directly or by the Buyer’s representative prior to delivery
of the Goods.
13. Under no circumstances nor for any reason will a refund be given for the Goods.
14. Failure to give notice of a claim within 7 days from the date of delivery will constitute an
irrevocable acceptance of the Goods by the Buyer, and in summary the rejection of the claim by the
Excuse for Delay or Failure to Perform (Force Major)
15. The Seller will not be liable in any way for any delay, non-delivery or default in shipment due to
labour disputes, transportation shortages, delays in receipt of materials, priorities, fires, accidents and
other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgment, will
be prevented directly or indirectly, on account of any cause beyond its control from delivering the
Goods at the time agreed, or within one month after the date of the sales, then the Seller will have
the right to terminate the transaction forthwith, accompanied by a full refund of all sums paid by the
16. The Buyer's exclusive remedy and the Seller's limit of liability for any and all losses or damages
resulting from any cause attributable to the Seller, will be for the Purchase Price of the particular
delivery with respect to which losses or damages may be claimable.
17. If a Buyer wrongfully neglects or refuses to pay for the goods, the Seller may bring an action
against the Buyer for the price of the goods, with additional claim charges. Equally, the Buyer may
claim against the Seller if the Goods have not been delivered as agreed, by making a claim through:
a. an action in Mediation and Arbitration; or
b. brings an action for specific performance through the courts in England, in accordance with the
law of England and Wales.
18. The Seller reserves the right to cancel agreed-on transactions if,
a. the Buyer fails to pay for any consignment due for delivery at the agreed time; or
b. in the event of the Buyer's insolvency or bankruptcy.
If the buyer wants to cancel their order due to any reason before delivery the seller reserves the right to
claim a cancellation charge from the invoice total of up to thirty percent considering the costs of packing,
labour and, holding goods behind from sale to other potential buyers.
Returns and Refund
19. Goods delivered cannot be returned, even if they fail to meet specified descriptions or
specifications previously provided by the Seller. There will be no financial refund to any customer for
any goods, however, an exchange may be applicable if previously agreed although demurrage charges
from the invoice total of up to thirty percent will become applicable at seller's discretion. If upon agreement
any returning of goods for exchange is the buyers sole responsibility to cover costs and make sure goods are received
by the seller in the original condition as sold.
Mediation and Arbitration
20. If any dispute relating to these Terms & Conditions between the Seller and the Buyer is not
resolved through informal discussion within 14 days from the date a dispute arises, the parties agree
to submit the issue first before a non-binding mediator, and to an arbitrator, in the event that
mediation fails. The appointment of an Arbitrator, and conducting of arbitration shall be done in
England, in accordance with relevant laws of England and Wales. The decisions of the arbitrator will
be binding on the parties.
General Provisions
21. Headings in these Terms & Conditions are inserted for convenience only and are not to be
considered when interpreting these Terms & Conditions for the purpose of dispute resolution.
22. These Terms & Conditions will be governed by and construed in accordance with the laws of
England and Wales.
23. If any clause of these Terms & Conditions is held unconscionable or ineffective by any court of
competent jurisdiction, arbitration panel or another official finder of fact, the clause will be deleted
from these Terms & Conditions and the rest of these Terms & Conditions will remain in full force and
binding accordingly.
24. These Terms & Conditions will inure to the benefit of and be binding upon the Seller and the
Buyer and their respective successors and assigns.

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