Terms and conditions

TOP DOWN TRADING TERMS & CONDITIONS

Welcome to Top Down Trading's terms and conditions.

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

1. Business Customers Only

(a) The Seller supplies Goods strictly to business customers.
(b) By placing an order, the Buyer confirms that they are purchasing in the course of a business and not as a consumer.
(c) The Buyer acknowledges that these Terms and Conditions apply only to business-to-business transactions.
(d) The Buyer may operate as a sole trader, partnership, or company and may purchase in a personal name; however, the Buyer confirms that the purchase is for business purposes.
(e) The Seller reserves the right to refuse or cancel any order where it reasonably believes the Buyer is acting as a consumer.

2. Purchase Price & Payment

(a) The Purchase Price is the agreed sum for the Goods, payable by the Buyer.
(b) The Purchase Price is exclusive of Value Added Tax (VAT) and any other applicable taxes, duties, or charges, all of which shall be payable by the Buyer.
(c) Where applicable, the Buyer shall provide a valid tax exemption certificate acceptable to the relevant authorities; otherwise, all such taxes shall be charged in addition to the Purchase Price.
(d) Payment shall be made in full prior to dispatch unless otherwise agreed in writing.

3. Late Payment & Recovery

(a) Any sums not paid by the due date shall accrue interest at 4% above the Bank of England base rate, calculated daily from the due date until payment is made in full.
(b) The Seller reserves the right to recover all reasonable costs incurred in collecting overdue payments, including administrative, legal, and recovery fees.
(c) The Seller may suspend or withhold further deliveries until all outstanding amounts are paid in full.
(d) The Seller reserves the right, where applicable, to charge a fixed late payment compensation fee in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

4. Delivery & Collection

(a) Unless otherwise agreed in writing, all Goods are sold on an ex-warehouse basis.
(b) The Buyer is responsible for arranging collection or nominating a carrier to transport the Goods.
(c) If the Seller assists with arranging delivery (whether free of charge or for a fee), this is provided solely as a convenience, and the Seller acts solely as an agent for the Buyer.
(d) The Seller assumes no responsibility or liability for the performance, actions, or omissions of the carrier.

5. Risk & Transfer of Responsibility

Risk in the Goods shall pass to the Buyer immediately upon:
(a) Collection of the Goods by the Buyer or its nominated carrier; or
(b) The Goods are handed over to any carrier arranged by or on behalf of the Buyer.
From that point onwards, the Goods are entirely at the Buyer’s risk, including, but not limited to, loss, damage, delay, or non-delivery.
(c) Proof of delivery provided by the carrier shall be deemed conclusive evidence of delivery.

6. Transport & Claims

(a) The Seller shall not be liable for any loss, damage, delay, or failure to deliver that occurs after the Goods have been dispatched or collected.
(b) Any claims relating to transport, including loss or damage in transit, must be made directly with the relevant carrier.
(c) The Seller may, at its sole discretion, assist the Buyer in raising or following up such claims, but accepts no obligation to do so.

7. Inspection & Acceptance

(a) The Buyer is strongly advised to inspect the Goods before collection.
If delivery is arranged, the Buyer acknowledges that a pre-dispatch inspection may not be possible and accepts the Goods on an “as is” basis.
(b) The Buyer is responsible for inspecting the Goods immediately upon delivery or collection.
If delivery is arranged, the Goods or packaging are visibly damaged at the time of delivery, the Buyer must either:
(i) Refuse delivery; or
(ii) Clearly sign for the Goods as “damaged” with the carrier.
Failure to do so may affect the Buyer’s ability to claim against the carrier.
(c) The Buyer shall be deemed to have accepted the Goods upon delivery or collection, except in the case of non-delivery or concealed loss.
(d) Any claims for non-delivery or missing Goods must be notified to the Seller within 7 days of the expected delivery date.
The Seller may, at its sole discretion, assist with claims against the carrier, but accepts no liability for transport-related issues.

8. No Refund Policy

(a) Except as expressly provided in these Terms, all sales are final and non-refundable.
(b) In the event of any proven failure directly attributable to the Seller, the Seller’s liability shall be strictly limited to the Purchase Price of the Goods in question, as set out in Clause 10.

9. Warranties

(a) All Goods are sold strictly “as is” and the Seller disclaims all warranties, express or implied, including but not limited to merchantability, condition, fitness for purpose, and conformity with description.
(b) The Buyer acknowledges that Goods may consist of mixed stock, clearance items, or liquidation stock and may vary in condition, assortment, size, and quality.

10. Title & Security Interest

(a) Title to the Goods shall remain with the Seller until full payment has been received in cleared funds.
(b) The Seller retains a security interest in the Goods until full payment has been made.
(c) Until title passes, the Buyer shall hold the Goods as bailee for the Seller and shall store them separately and in a clearly identifiable manner.

11. Limitation of Liability

(a) The Seller’s aggregate liability for any claim, loss, or damage arising out of or in connection with the sale of the Goods shall not exceed the Purchase Price paid for those Goods.
(b) The Seller shall not be liable for any indirect or consequential losses, including, but not limited to, loss of profit, business interruption, or resale losses.

12. Chargebacks & Payment Disputes

(a) The Buyer agrees not to initiate any chargeback, payment dispute, or reversal without first giving the Seller a reasonable opportunity to resolve the matter.
(b) Any unjustified chargeback may result in the Seller taking recovery action for the outstanding amount, together with any associated administrative, legal, or financial costs incurred by the Seller.
(c) A reasonable opportunity shall be defined as at least 14 days, or longer where third-party investigations are ongoing.

13. Cancellation

(a) The Seller reserves the right to cancel any agreed transaction if:
(i) The Buyer fails to make payment when due; or
(ii) The Buyer becomes insolvent, enters into liquidation, or is subject to bankruptcy proceedings.

(b) Where the Buyer requests cancellation of an order prior to dispatch, the Seller may, at its sole discretion, accept such cancellation subject to a cancellation charge of up to 30% of the total invoice value.
(c) This charge reflects a genuine pre-estimate of losses incurred by the Seller, including (but not limited to) administrative costs, labour, packing, allocation of stock, and loss of opportunity to sell the Goods to other customers.
(d) The Seller reserves the right to retain any sums already paid by the Buyer to cover such costs.
(e) Once Goods have been prepared for dispatch or allocated to the Buyer, cancellation may not be possible or may be subject to higher charges at the Seller’s discretion.

14. Availability & Delay of Goods

(a) All delivery dates are estimates only and are not of the essence of the contract.
(b) The Seller shall not be liable for any delay in delivery arising from stock availability, quality control processes, or delays in receipt of the Goods from suppliers.
(c) The Seller reserves the right to delay dispatch where necessary to ensure the Goods meet the expected condition or description.
(d) In such circumstances, the Seller shall not be liable for any loss, including, but not limited to, loss of profit or resale opportunity.
(e) The Seller will make reasonable efforts to inform the Buyer of any delay and, where appropriate, may, at its sole discretion, offer a replacement, partial fulfilment, or a refund.

15. Force Majeure (Excuse for Delay or Failure to Perform)

(a) The Seller shall not be liable for any delay, failure to perform, or non-delivery of Goods arising from events beyond its reasonable control, including, but not limited to: labour disputes, transport delays or shortages, supply chain disruption, delays in receipt of materials, acts of God, fire, flood, accident, war, government action, or any other unforeseen circumstance affecting the Seller or its suppliers.
(b) Where such an event occurs, the Seller shall be entitled to suspend performance of its obligations for the duration of the event without liability.
(c) If the delay continues beyond a reasonable period, the Seller reserves the right, by written notice to the Buyer, to cancel the affected transaction.
(d) In such circumstances, the Seller’s only obligation shall be to refund any sums paid by the Buyer in respect of the undelivered Goods.
(e) The Seller shall not be deemed in breach of contract by reason of such delays.

16. Dispute Resolution

(a) The parties shall first seek to resolve any dispute through good-faith negotiation.
(b) If the dispute is not resolved within 14 days, the parties may agree to refer the matter to mediation or arbitration.
(c) Nothing in this clause shall prevent either party from bringing proceedings before the courts of England and Wales, which shall have exclusive jurisdiction.

17. Governing Law & Jurisdiction

(a) These Terms and Conditions, and any dispute or claim arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales.
(b) The parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms and Conditions.

18. General

Headings
Headings are for convenience only and do not affect the interpretation of these Terms and Conditions.
Severability
If any provision of these Terms and Conditions is held invalid, illegal, or unenforceable (in whole or in part) by a court of competent jurisdiction, that provision shall be severed to the extent necessary, and the remaining provisions shall continue in full force and effect.
Assignment
These Terms and Conditions shall be binding on and inure to the benefit of the parties and their respective successors and assigns.
No Waiver
No failure or delay by the Seller in exercising any right or remedy under these Terms shall operate as a waiver of that or any other right or remedy.
Entire Agreement
These Terms and Conditions constitute the entire agreement between the parties and supersede all prior agreements, representations, or understandings, whether written or oral.
Variation
The Seller reserves the right to amend these Terms and Conditions at any time. The latest version will apply to all orders placed after any such changes.

Copyright & Use

© Top Down Trading 2026. All rights reserved.

These Terms and Conditions are the intellectual property of Top Down Trading and may not be copied, reproduced, or used (in whole or in part) without prior written consent. Unauthorised copying, reproduction, or use for commercial purposes is prohibited and may result in legal action.