Terms & Conditions
Terms & Conditions (Business to Business)
1. Definitions
In these conditions, “TPL” refers to Test Plugs Limited, any of its subsidiary companies, and its successors in title. The “Buyer” refers to the individual, firm, or company purchasing the goods ordered from TPL.
2. General
All quotations are made and all orders are accepted subject exclusively to the following terms and conditions. No variation, modification, or substitution of these terms will be recognised unless expressly agreed in writing and signed by authorised representatives of both parties.
3. Validity of Quotations
Unless previously withdrawn, all quotations are open for acceptance for a period of 30 days from the date of issue. All orders placed following a quotation remain subject to formal confirmation by TPL at the time of acceptance.
4. Pricing & VAT
All prices quoted or published by TPL are exclusive of VAT and are subject to alteration without prior notice.
- In the event of a price adjustment to an accepted order, the Buyer may withdraw from the transaction if they are unwilling to accept the revised price, provided that the manufacture of the goods has not yet commenced.
- If manufacture has commenced, Clause 7 (Cancellation and Return of Goods) shall apply.
- Neither party shall have any claim against the other arising from a withdrawal under this clause, except where Clause 7 applies.
5. Currency Fluctuations
All quotations are based on the prevailing exchange rate at the time of issue or as specified within the quotation. Notwithstanding the Buyer’s options under Clause 4, TPL reserves the right to amend or withdraw quotations should the exchange rate fluctuate by $\pm$5% or more prior to order confirmation.
6. Payment Terms
Payment for delivered goods is due within 30 days from the date of the TPL invoice, unless alternative credit terms have been expressly agreed in writing. TPL reserves the right to charge interest on all overdue accounts at a rate of 5% per annum above the Bank of England base rate, calculated daily from the final due date until full payment is received.
7. Cancellation & Return of Goods
- Bespoke & Non-Standard Items: Orders for goods that are modified, custom-made, or otherwise distinct from TPL standard products are strictly non-cancellable and non-returnable.
- Standard Products: Cancellation or return of current standard stock products will not be accepted without prior written consent from TPL. All authorised returns will be subject to a handling and restocking fee.
- Default: If the Buyer defaults on, or commits a breach of, any contractual obligation for any reason, TPL reserves the right to terminate any existing contract immediately, without prejudice to any other claims, rights, or remedies available to TPL.
8. Delivery
Any delivery times or dates provided are estimates only. TPL shall not be held liable for:
- Delays: The consequences of any delivery delays. The Buyer is not entitled to cancel an order solely due to a delay in delivery.
- Delivery Charges: All prices quoted exclude carriage and delivery fees unless explicitly stated otherwise in writing.
- Delivery Methods: The choice of carrier and transit method remains at the discretion of TPL. Delivery costs will be added to the invoice at the scale rate ruling on the date of dispatch.
9. Order Acceptance
The acceptance of any TPL tender or quotation must be accompanied by sufficient technical and commercial information to enable TPL to proceed with the order immediately. Failure to provide this information entitles TPL to renegotiate prices to account for subsequent cost increases. No contract is deemed legally binding until acknowledged by TPL in writing.
10. Damages, Shortages, or Loss in Transit
No claims regarding transit damage, delivery shortages, or total loss of goods will be entertained unless the following strict notification windows are met:
- Damage or Shortage: Written notice must be given to both the carrier and TPL within 3 days of receipt of the goods, followed by a complete written claim within 10 days of receipt.
- Loss of Goods: Written notice of non-delivery must be given to both the carrier and TPL, with a complete written claim submitted within 7 days of the consignment date.
- Note: Where goods are accepted from a carrier without being checked, the carrier’s delivery log must be explicitly signed as “not examined”.
11. Specifications
Where the Buyer is responsible for supplying technical specifications, they must be delivered in a reasonable timeframe to allow TPL to meet estimated delivery windows. Any unreasonable delays by the Buyer in submitting specifications will be added to the estimated delivery timeline.
12. Buyer-Specified Materials
Where an order requires TPL to source materials from an external supplier specified by the Buyer, any responsibility or liability for production or delivery delays caused by that supplier rests solely with the Buyer.
13. Performance & Warranties
- Performance figures supplied by TPL are based on historical testing and operational experience. TPL accepts no liability if these exact figures are not achieved in a specific application, unless a specific performance guarantee has been agreed upon in writing under a designated sum as liquidated damages (subject to standard industry tolerances).
- TPL must be granted a reasonable period to rectify any guaranteed performance variances. Beyond this, the Buyer assumes full responsibility for ensuring the capacity, performance, and specification of the goods are suitable for their intended purpose.
- No condition or warranty is expressed or implied that the goods supplied are fit for any particular purpose or for use under specific or unusual operational conditions, unless explicitly confirmed by TPL in writing.
14. Indemnity & Limitation of Liability
- Patent Infringement: The Buyer shall fully indemnify TPL against all damages, penalties, costs, and legal expenses arising from work carried out in accordance with the Buyer’s bespoke specifications that results in the infringement of any patents, intellectual property, or registered designs.
- Consequential Loss: TPL accepts no liability for any consequential, indirect, or economic loss (including loss of profit, business, or revenue) incurred due to the incorporation of supplied goods into other third-party products or systems.
15. Arbitration
Any dispute, controversy, or claim arising out of or relating to this contract shall be referred to an independent arbitrator to be mutually agreed upon by both parties. In the event that an arbitrator cannot be agreed, the dispute shall be referred to the President of the Law Society for the time being, whose decision shall be final and binding on both parties.
16. Retention of Title (Ownership)
TPL and the Buyer expressly agree that legal ownership of the goods shall remain with TPL until full payment has been received for the goods and all other outstanding balances owed to TPL:
- Risk: Risk of damage to or loss of the goods passes to the Buyer at the point where transit/delivery commences.
- Recovery of Goods: If payment remains outstanding beyond the due date, TPL (or its authorised agents) reserves the right to recover the goods at any time. For this purpose, the Buyer grants TPL an irrevocable licence to enter any land or premises where the goods are stored.
- Onward Sale: The Buyer may dispose of the goods in the ordinary course of business on the account of TPL. However, any warranties or representations made by the Buyer to a third party are not binding on TPL, and the Buyer shall indemnify TPL against them.
- Proceeds of Sale: In the event of an onward sale, the Buyer has a fiduciary duty to hold the proceeds in trust for TPL, up to the value of the outstanding balance owed to TPL.
- Product Incorporation: If the goods are incorporated into or mixed with other products, ownership of the resulting composite product is automatically transferred to TPL as security for full payment. The Buyer shall store such products safely as a bailee for TPL.
17. Governing Law
These terms, conditions, and any associated contracts shall be governed by, construed, and enforced in accordance with the Laws of England and Wales, and both parties submit to the exclusive jurisdiction of the English Courts.
18. Product Imagery
All images used on our digital and printed platforms represent the actual product where available. However, due to continuous product development, engineering improvements, and component sourcing, supplied products may feature minor visual variations from the images displayed.