Commercial Customers & Supplier Terms & Conditions
Customers & Supplier Terms & Conditions
Please note the “Company” mentioned below is Studio Designs Limited
1. Terms and Conditions of Sale.
(a) Ordering of Company Products
All orders for Company Products placed by the customer shall be in writing or e-mail. A telephone request to purchase, or to modify an existing order, shall not be considered an order unless and until followed up in writing. All orders shall be subject to acceptance and confirmation by the Company.
(b) Prices, Quotes, Lead times and MOQ
The customer shall purchase the Company’s Products at prices in effect at the time of order or as otherwise advised by quotation. The Company may implement price changes with (30) days’ notice. Quotes will be valid for the period noted on the quote. The Company’s quotes will be deemed to have been accepted only on payment of a deposit or payment in full. Lead times will be as per the quotation as will any MOQ. Shipping terms will be noted on the quote, but the Company reserves the right to re-route any order via a different carrier or method if the current circumstances require it, the decision of the company on this matter will prevail.
Orders that are shipped FOB, have title and risk of loss passing at the point of delivery on board ship. Any taxes, administrative or governmental charges incurred as a result of the purchase of the Company’s Products are the sole responsibility of the customer. The FOB port shall be determined by the Company and not the customer. If the customer wishes to change the FOB port, then any charges incurred will be at the customers expense. Orders shipped Ex-works are collected by the customer and all risk passes at the time of collection. DDP orders are shipped at the expense of the Company with all local duties and taxes and delivery costs paid by the Company. The method and route of all DDP deliveries will remain solely the choice of the Company and will be determined by price, speed and the safest route.
(d) Payment Terms
The customer shall pay the Company a deposit as specified on the quote or invoice and the balance to be payable prior to shipping. If the Customer does not pay the deposit within 21 days of the invoice date or the full balance within 21 days of being notified the order is complete, the customer will be in breach of this agreement, and the specified order maybe regarded as being abandoned and any deposits paid forfeited without recourse to the Company. All payments must be made in US dollars by Telegraphic Transfer (TT), and by special arrangement by credit card or PayPal.
(e) Warranty and Maintenance
The Company warrants that for a period of 2 years from the date of delivery the Products sold shall be free from defects in workmanship and materials and shall conform to the Company’s standard specifications for such products in effect at the time of the shipment. If defects occur within the warranty period, the Customer shall notify the Company immediately and, upon confirmation by an authorized Company representative of the defects, the Company’s sole responsibility shall be to replace, repair or supply spare parts for simple repairs for the defective items. It is the Customers responsibility to return the product to the Company safely and without further damage. Where a warranty issue arises that can be remedied by a simple repair the company has the right to offer spare parts to the Customer to affect the remedy. This warranty does not apply to defects not caused by the Company (for example, accidents, abuse, damaged during transit or bad storage while in Customer’s or consumer’s possession). The Company shall not have any liability of any kind under this warranty unless the Customer gives the Company notice of its claim within thirty (30) days after the date the Customer knows or should know of its claim. If the product has been interfered with or an attempt has been made to repair it by an unauthorized repairer, then this will invalidate the guarantee. The Guarantee does not cover cosmetic damage of any kind. Warranty is subject to our general warranty terms. It is the responsibility of the Customer to check all orders and deliveries conform to the appropriate quality standard of the company and report any discrepancies and quantity errors within (14) days.
The Distributor should note that goods in transit are not insured by the company and that the responsibilities of insuring goods in transit always remains in the hands of the Customer unless otherwise stated on the Quote. The Company carries global insurance cover for product liability on all its products.
(G) Addition, Discontinuance and Modification of Products
The Company shall have the right at any time to introduce new products, discontinue the manufacture or sale of any of its products and make changes to the design or construction or specification of any of such products without incurring any obligation or liability whatsoever.
2. Duties of the Customer
(a) Sales Activities (if Applicable)
The Customer agrees to use its best efforts to promote the sale of the Company’s Products in the Territory. In connection with such efforts, the Customer, at its own cost and expense, shall organize and maintain a sales force and shall maintain adequate sales and warehouse facilities within the Territory that are satisfactory to the Company. The Customer agrees to provide a business plan with sales projections and to include the names of key accounts within the Territory. The Company will use these sales projections as a basis to establish an agreed target to which the Customer is expected to achieve in order to maintain any otherwise granted status as exclusive distributor in the Territory . The Customer agrees that the delivery address of all sales must be within the Customer’s Territory. A distributor will not ship the Companies Products outside of the distributor’s Territory or knowingly to a 3rd party that intends to do so, unless the Company agrees to this in certain limited situations. All Customers agree that it shall not sell the Company’s products on eBay or Amazon as this is not helpful in the general promotion of the brand. The Customer / Distributor also agrees that it will not knowingly supply any 3rd party that intends to sell the Company’s products on either eBay or Amazon websites and that they will ask all their customers not to do so before re-selling our products to them.
(b) Storage of Inventory
The Customer / Distributor agrees to store the Company’s Products in such a way as to prevent any damage due to water or humidity or excessive heat or any other risk and to deliver the product to the customer in the correct packaging. Damage due to negligent storage, such as wet, humid, cold or hot conditions or careless handling by shippers, forwarders or the Customer’s staff or their customers is the sole responsibility of the Customer and is not covered by our guarantee. Insurance of the product in storage always remains the responsibility of the Customer / Distributor.
We expect that the Customer shall continually maintain to the satisfaction of the Company a general reputation for honesty, integrity and good credit standing and shall maintain the highest business standards. The Customer agrees at all time to keep confidential all Company documents, trade secrets and methods of practice.
(d) Compliance with Law
The Customer shall comply with all laws, ordinances and regulations applicable to their business within their own jurisdiction, including making sure that the Company’s products are suitably compliant with all local laws including all testing requirements before they import them.
The Customer shall pay and discharge all its own expenses in relation to the distribution of the Company’s Products. The Company shall have no obligation to pay for any expenses or costs of any kind or nature incurred by the customer in connection with its distribution of the Company’s products, including, without limitation, any expenses or costs involved in marketing the Company’s Products or any other expense incurred in compliance with any local or nation government laws or the installation of the product, for example into a hotel. All such expenses are deemed by the Company as the customer’s sole responsibility.
3. Force Majeure
The Company shall be excused from delay or non-performance in the delivery of an order and the Customer / Distributor shall have no claim for damage if and to the extent such delay or failure is caused by occurrences beyond the control of the Company including, but not limited to, market conditions; acts of God; war, acts of terrorism, health pandemics, riots and civil disturbances; expropriation or confiscation of facilities or compliance with any order or request of governmental authority; strikes, labor or employment difficulties whether direct or indirect; or any cause whatsoever which is not within the reasonable control of the Company. Under this clause the Company may also modify any quote without notice. The Company shall notify the Customer / Distributor of the existence of any such force majeure condition and the anticipated extent of the delay or non-delivery or change in a quotation as soon as possible.
4. Customer’s Remedies
If the Company, for any reason whatsoever, fails or is unable to deliver any of its Products ordered by the Customer , the Customer’s sole and exclusive remedy shall be the recovery of the purchase price, if any, paid by the Customer to the Company for such Products. The Company shall not incur any liability whatsoever for any delay in the delivery to the designated delivery location of any Products. In no event shall the Company be liable for any incidental, consequential or other damages arising out of any failure to deliver any Products to the Customer or any delay in the delivery thereof.
This contract is bound by Hong Kong law and any dispute will take place only in the Hong Kong Courts and in the English language.
6. Data Protection
By placing an order with us or by registering with the Oliver Hemming website you agree to us retaining your details for use in processing your order(s). We may contact you with information that we believe will be of interest to you. We will NOT pass your details to any other company or organization, except for the processing of payments, unless required by law to do so. We may use your order information to analyze and review our products and services. By paying us with credit or debit card you consent to the use and transmission of your data to and by PayPal, including export outside of the European Union and Hong Kong, for the purpose of processing payment and fraud prevention. By completing the order form you are NOT giving us your credit card details which are sent to PayPal and not retained by us.
The “Company” is a private limited company named Studio Designs Limited, registered in Hong Kong with the Company registration number 1047908 and HK BR 36864919. See the CONTACT US page on this website for further details.
8. Supplier Payment Terms and Contracts
The “Company” will not deem any PO or Contract as being contractual unless it is signed and dated by a director of The “Company”. Payment of an invoice does not indicate that “The Company” agrees to the Supplier’s Terms and Conditions of Payment or has entered into any contract, subscription, or any other kind of service or supply.