Terms and Conditions of Sale

Terms and Conditions of Sale – toplcup.us
Effective Date: 23 July 2025

US Entity: topl US LLC
Address: 2810 N Church St #898547, Wilmington, DE 19802

  1. INTRODUCTION
    These Terms and Conditions of Sale (“Terms”) apply to all orders and purchases made through the website www.toplcup.us or directly from topl US LLC (“topl,” “we,” “us,” or “our”) for delivery within the United States. By placing an order, you agree to be bound by these Terms. These Terms form a binding agreement between you (“Customer,” “you,” or “your”) and topl US LLC.

  2. INTERPRETATION
    “Products” refers to all goods sold by topl, including customized items.
    “Order” means any request to purchase Products placed by you.
    “Business Day” means any day other than a weekend or U.S. federal holiday.
    “Force Majeure” means events beyond our reasonable control, including natural disasters, supply chain disruptions, strikes, or government orders.

  3. BASIS OF CONTRACT
    These Terms apply exclusively to all sales of Products in the U.S. All Orders are subject to acceptance. We may refuse an Order for any reason, including inability to process payment, out-of-stock items, or concerns over resale. A binding contract is formed only when we accept your Order in writing or ship the Products to you.

  4. CUSTOM ORDERS
    For customized or personalized Products, all artwork must be approved before production. You are responsible for ensuring that your custom content does not infringe any third-party rights. You agree to indemnify topl against any such claims.

  5. DELIVERY
    Delivery timelines are estimates only and not guaranteed. Risk of loss passes to you upon delivery. Title passes upon full payment. If you fail to accept delivery, we may store or resell the Products and charge any related costs to you.

  6. RETURNS AND WARRANTY
    All Products are sold as-is except for the limited warranty set out below. We warrant that Products will be free from material defects in workmanship and materials for a period of 12 months from the delivery date (“Warranty Period”). To claim under warranty, you must notify us in writing within the Warranty Period and return the defective Product at your cost for inspection.

This warranty does not cover normal wear and tear, misuse, failure to follow care instructions, unauthorized customizations, cosmetic defects that do not affect function, or damage due to accidents or abuse.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  1. PRICE AND PAYMENT
    Prices are listed in USD and exclusive of applicable sales tax and shipping fees unless otherwise stated. Payment is due in full prior to shipment unless credit terms have been agreed in writing. We reserve the right to correct errors in price or description at any time.

Late payments are subject to interest at 4% above the JPMorgan Chase Prime Rate, calculated daily.

  1. LIMITATION OF LIABILITY
    NOTHING IN THESE TERMS SHALL EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR FRAUD.

TO THE FULLEST EXTENT PERMITTED BY LAW, topl SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION.

OUR TOTAL LIABILITY UNDER ANY CONTRACT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS IN QUESTION.

  1. INTELLECTUAL PROPERTY
    All trademarks, logos, product designs, and related IP are owned by topl. Purchase of our Products does not grant you any license or rights except as explicitly authorized. You may not resell, alter, or misrepresent the Products or their branding without our written consent.

  2. RESTRICTIONS ON RESALE
    You may not resell our Products online (including Amazon, Walmart Marketplace, or your own e-commerce site) without written permission from topl. Any resale must meet topl’s brand and quality standards.

  3. FORCE MAJEURE
    We are not liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, delays in transportation, supply chain disruptions, labor strikes, or governmental actions.

  4. TERMINATION
    We may cancel an Order or suspend delivery if you fail to pay on time, violate these Terms, or if we believe that your business practices harm our brand.

  5. GOVERNING LAW AND DISPUTE RESOLUTION
    These Terms are governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles. Any dispute arising out of or relating to these Terms shall be resolved exclusively in the state or federal courts located in New York County, NY.

  6. CONTACT INFORMATION
    topl US LLC
    Email: hello@toplcup.com
    Website: www.toplcup.us