Terms and Conditions
1.1 In these Conditions:
'Conditions' means the standard Terms & Conditions for sale and supply of Goods and Services set out in this document and (unless the context otherwise requires) includes any special Terms & Conditions agreed in Writing between the Customer and Top Foil.
'Customer' means the party specified in the Order.
'Delivery Address' means the Delivery Address specified in the Order.
'Goods' means the Goods specified in the Order.
'Goodwill' any Goodwill (including future Goodwill) arising out of or in connection with the Supply of the Goods or the provision of the Services howsoever. 'Intellectual Property Rights' means all and any Intellectual Property Rights subsisting in any part of the world, whether registered or unregistered, and all or any applications for such rights, including, without limitation, patents, inventions, registered designs, Goodwill, trade marks, trading name, service marks, know-how, designs, copyrights (as defined in the Copyright Designs and Patents Act 1988) which subsist in the Goods and the Services (or are which are capable of subsisting, subject to the making of the appropriate application or registration) and all other similar or analogous items.
'Top Foil' means Top Foil.
'Order' means the Order for the sale and supply of the Goods and Services entered into between Top Foil and the Customer.
'Price' means the Price as specified in the Order.
'Services' means the Services specified in the Order.
'Writing' includes letter (whether posted or delivered) and e-mail.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. BASIS OF THE AGREEMENT
2.1 To supply the Goods and Services at the Price to the Customer, the Customer shall purchase the Goods and Services from Top Foil as specified in the Order. Subject to these Conditions which shall govern the Agreement to the exclusion of any other Terms & Conditions.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the Customer and Top Foil.
2.3 Top Foil employees or agents are not authorised to make any representations concerning the Goods and Services unless confirmed by Top Foil in Writing. In entering into this Agreement the Customer acknowledges that it does not rely on any such representations which are not so confirmed.
3. ORDERS AND SPECIFICATIONS
3.1 Orders placed online at www.topfoil.co.uk shall be deemed to be accepted by Top Foil unless notified otherwise by a Top Foil authorised representative. Top Foil reserve the right to refuse any order at their discretion. No order which has been accepted by Top Foil may be cancelled by the Customer except with the agreement in Writing of Top Foil. In the event that Top Foil agrees to a cancellation, a 5% charge of the total order value will be made plus a £10.00 charge to cover administration costs. Any costs incurred for work already carried out up to the date of the agreed cancellation will also be charged for, and deducted before any refunds are made.
3.2 The Customer shall be responsible to Top Foil for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Customer, and for giving Top Foil any necessary information relating to the Goods and Services within a sufficient time to enable Top Foil to perform the Agreement in accordance with its terms.
3.3 The quantity, description and any specification for the Goods shall be those set out in the Order.
3.4 Any typographical, clerical or other error or omission in any literature, quotation, price list, acceptance of offer, invoice or other document or information issued by Top Foil shall be subject to correction without any liability on the part of Top Foil.
3.5 The Customer shall be responsible to ensure that the content of their artwork is correct, this includes print ready artwork supplied by the Customer and any design proofs supplied by Top Foil. The Customer must ensure that any artwork supplied meets with the required design specifications set out by Top Foil. As such, artwork supplied by the Customer will be treated as print ready, and any errors including typographical and design errors once printed are without any liability on the part of Top Foil.
3.6 All orders are subject to a 5% (approx) overrun/underrun. This is standard practice in the printing industry due to an estimated 5% spoilage which may occur at different phases of production.
4.1 Customer irrevocably agrees that all Intellectual Property Rights made, created, discovered, conceived, written, designed or originated by Top Foil, whether alone or in conjunction with any other person whether capable of being patented or registered or not, arising out of or in connection with this Agreement or in any way affecting or relating to the supply of the Goods and the provision of the Services or in any way, directly or indirectly, capable of being used or adapted for use therein or in connection therewith shall upon their making, creation, discovery, conception, drafting, design or origination belong to and vest in Top Foil absolutely and beneficially together with, where necessary, all rights to apply for the Intellectual Property Rights.
4.2 Customer shall if and when required to do so by Top Foil do all things and execute all documents necessary to vest all such Intellectual Property Rights exclusively and absolutely in Top Foil or its nominees as absolute legal and beneficial owner (without payments to Customer for them). For the purpose of this Clause 4.1, Customer hereby irrevocably authorises Top Foil to appoint any person in its name and on its behalf to execute all instruments or documents and do all acts or things as aforesaid as Customer's Attorney.
5.1 The Price of the Goods shall be the price agreed between the parties as stated in the Order.
5.2 Except as otherwise stated under the terms of any quotation and unless otherwise agreed in Writing between the Customer and Top Foil, all Prices are given by Top Foil on an ex works basis, where Top Foil agrees to deliver the Goods the Customer shall be liable to pay Top Foil charges for transport, packaging and insurance.
5.3 Except as otherwise stated under the terms of any quotation and unless otherwise agreed in Writing between the Customer and Top Foil, all Prices shall be firm and fixed.
6.1 As most of our business is bespoke items, prices for foil printed products on our website should be used as a guide only (unless stated otherwise) as the cost is dependent on many variables including item type and size, printing plate size, number of colours, grade of foil(s) etc.
We will provide you with a no-obligation quote based on your requirements which is valid for 14 days.
6.2 In addition to the price of the products, you may have to pay a delivery charge. The cost is dependent on the total size and weight of your order, as well as location and delivery method chosen. This will be as stated when you pay for the product.
6.3 No orders are processed until cleared funds have been received. The time taken for funds to clear varies by the payment method chosen. We may cancel the contract between us if the payment is not received from you in full in cleared funds.
6.4 The prices on the website include any taxes (where applicable).
6.5 Product prices are liable to change at any time, but changes will not affect contracts which have come into force.
6.6 If you choose a direct payment gateway to complete your purchase, your payment is processed securely by PayPal. We never see your card details.
7. DELIVERY OF GOODS
7.1 Any turnaround times stated online at www.topfoil.co.uk, in Writing or Verbally are estimated and by no means guaranteed, any delivery deadlines not met are without any liability on the part of Top Foil.
7.2 Delivery of the Goods shall be made to the Delivery Address.
7.3 All Goods delivered must be checked by the Customer prior to signing the courier's acceptance form, and any damaged boxes must be checked inside thoroughly. In the event of damaged Goods, the Customer must refuse the Delivery, or sign for it as “received damaged” and notify us within 24 hours.
7.4 Top Foil shall be entitled to charge the Customer for all storage charges incurred.
7.5 We try to insure all parcels. However with some items including ceramic products, this is simply not possible to insure for breakages or damages. All parcels will be insured for their correct order value. This insurance covers all parcels that may go missing. Please note we do not insure products for breakages or damages.
8. RISK AND PROPERTY
8.1 Risk of damage to or loss of the Goods shall pass to Customer upon delivery of the Goods as provided in Clause 7 above.
9. WARRANTIES, LIABILITY AND INSURANCE
Please read, contains limitation on liability...
9.1 Subject to the Conditions set out below Top Foil warrants that the Goods will correspond with their specification at the time of delivery.
9.2 The above warranty is given by Top Foil subject to the following (i) Top Foil shall be under no liability in respect of any minor defect, imperfection, blemish or colour variation which occurs as a result of the inherent nature of the printing process. (ii) Due to the ink tolerances involved in the four colour printing process, Top Foil shall be under no liability in respect of any variance in the finished printed ink colour and subsequent reprints may differ in colour from a previous print run. (iii) Top Foil shall be under no liability in respect of any variance in stock from one order to the next. Stock specification will be as stated on the order however the brand of stock may change due to availability. (iv) Top Foil shall be under no liability in respect of any typographical or design errors on printed artwork as set out in Clause 3.5 above.
9.3 Any claim by the Customer which is based on any defect in the quality or condition of the Goods shall (whether or not delivery is refused by the Customer) be notified to Top Foil within 2 days from the date of delivery. Such Goods must be returned to Top Foil for inspection.
9.4 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Equipment or their failure to meet specification is notified to Top Foil in accordance with these Conditions, Top Foil shall be entitled to refund to the Customer the Price (or a proportionate part of the Price), but, Top Foil shall have no further liability to the Customer.
9.5 The Customer shall fully indemnify Top Foil from and against all and any claims, damages, loss (whether direct or indirect and including without limitation, loss of profit, loss of anticipated profit or any loss of contract, loss of business opportunity, economic loss or other), costs and expenses (including without limitation, legal expenses) and all and any liabilities howsoever arising out of or in connection with any breach of provisions of this Agreement by the Customer.
10. TERM AND TERMINATION
10.1 Termination of this Agreement shall not affect any rights of Top Foil which have accrued prior to the date of termination and all provisions which are expressed to or by implication survive the termination of this Agreement shall remain in full force and effect.
When providing your own design for an order, you warrant that you have the full right, power and authority to use all information or material that you have provided to Top Foil including, without limitation, any text and visual images. Because such information and materials will be displayed to third parties, you agree to defend, indemnify, and hold Top Foil harmless against all claims, suits, costs, damages, judgments, legal fees, settlements or expenses incurred, claimed, obtained or sustained by third parties, whatever the cause of action including, without limitation, defamation, misappropriation, invasion of privacy, intellectual property infringement, or otherwise, whether such claims are meritorious or not, with regard to said order.
When agents, subcontractors, consultants or any other trader/body ask us to reproduce a logo, trademark, text, photograph or design which is not in their ownership, we do so on the strict understanding that they have full permission from the owner(s) and that they fully indemnify us if any breach of copyright or trademark legislation occurs. If there is any suspicion of unauthorised use of logos, graphics or text, we will decline to quote, proof, print or manufacture.
12. PROHIBITED ITEMS
We reserve the right to refuse orders at our discretion. In any case, orders which fall into the categories below will not be accepted, so please don't ask.
- Material likely to mislead, incite hate or cause distress/fear.
- Using copyrighted logos etc without the permission of the owner.
- If we believe your order will be used for fraudulent or otherwise illegal purposes.
13. COOLING OFF PERIOD
Our products made to order, and are exempt from the distance selling 'cooling off' period as it does not apply to:
- the supply of goods made to your specifications or clearly personalised; or
- the supply of goods which by reason of their nature cannot be returned / resold or are liable to deteriorate or expire rapidly.
14. GENERAL TERMS
Top Foil (topfoil.co.uk) is a provider of full colour printing services and supplier of bespoke foil printed items.
Our postal address is 109 Rushdale Road, Sheffield, South Yorkshire, S8 9QD however please note that we are online-based only and this address is strictly for postal correspondence only.
14.1 No waiver by Top Foil of any breach of the Agreement by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.
14.2 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
14.3 This Agreement shall be governed by the Law of England.
14.4 Top Foil shall be entitled but not obliged at any time or times to set off any liability of Customer to Top Foil against any liability of Top Foil to Customer (in either case howsoever arising and whether any such liability is present or future, liquidated or unliquidated) and may for such purpose convert or exchange any currency. Any exercise by Top Foil of its rights under this clause shall be without prejudice to any other rights or remedies available to Top Foil under this Agreement or otherwise.
14.5 Customer irrevocably undertakes to Top Foil that it shall not arrest on the dependence or take any steps towards arresting on the dependence of any action or any proceedings arising from or relating to the Agreement.
14.6.1 Force majeure shall mean any cause preventing Top Foil from performing any or all of its obligations which arises from or is attributable to acts, events, omissions or accidents beyond the reasonable control of the party so prevented, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
14.6.2 If Top Foil is prevented or delayed in the performance of any of its obligations under this Agreement by force majeure, it shall forthwith serve notice in Writing to the Customer specifying the nature and extent of the circumstances giving rise to force majeure, and shall subject to service of such notice and to Clause 14.6.4 have no liability in respect of the performance of such of its obligations as are prevented by the force majeure events during the continuation of such events, and for such time after they cease as is necessary for that party, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations.
14.6.3 If Top Foil is prevented from performance of its obligations for a continuous period in excess of three months, the Customer may terminate this Agreement forthwith on service of written notice upon the party so prevented, in which case neither party shall have any liability to the other except that rights and liabilities which accrued prior to such termination shall continue to subsist.
14.6.4 Top Foil shall use all reasonable endeavours to bring the force majeure event to a close or to find a solution by which the Agreement may be performed despite the continuance of the force majeure event.
14.7.1 By registering an account with Top Foil, the Customer gives permission for any completed artwork/design to be included in the "Print & Design Portfolio" section of www.topfoil.co.uk and for the completed artwork/design to be used in any advertising of the services provided by Top Foil or its sister companies.
14.7.2 By registering an account with Top Foil, the Customer gives permission for any testimonials to be included in the "Happy Customers" section of www.topfoil.co.uk and for the testimonial to be used in any advertising of the services provided by Top Foil or its sister companies.
14.7.4 By registering an account with Top Foil, the Customer agrees to have read in full and understood our Frequently Asked Questions section.
14.7.5 By registering an account with Top Foil, the Customer agrees to have read in full and understood our Terms & Conditions detailed above.