General Terms and Conditions of Sale and Delivery of Studiomold.
Article 1 Definitions
The following definitions apply to these general terms and
The Client: the counterparty to Studiomold.
The Agreement: the purchase and sale agreement.
Article 2 General
2.1 These general terms and conditions apply to all offers and
agreements between Studiomold and the Client, unless they are
expressly stated in writing not to apply.
2.2 The application of any general terms and conditions used by
the Client is expressly excluded.
2.3 If any provisions in these general terms and conditions are void
or revoked by the courts, the remaining provisions remain in
force. Studiomold and the client shall negotiate substitute
provisions that are in line with the original provisions in terms
of purpose and scope.
Article 3 Offers
3.1 All offers are subject to contract, unless indicated otherwise in
3.2 An agreement shall take effect EITHER once an offer is
accepted by the Client and confirmed by Studiomold in writing as
an order, OR if an order placed by the Client is confirmed in
writing by Studiomold or a start has been made on carrying out
3.3 If the agreed price, discounts or delivery times are based on an
apparent error, Studiomold is entitled to correct the mistakes or
to cancel the order; the Client has the same right.
Article 4 Price and payment
4.1 All quoted prices are exclusive of VAT and other government
duties, as well as any costs incurred in the context of the
agreement, such as administrative, transport and COD charges.
4.2 If an additional discount is agreed for the purchase of a
certainty quantity or range in an order, Studiomold is not obliged
to apply the additional discount if fewer or different goods than
those agreed are ordered.
4.3 Unless expressly agreed otherwise, all orders are accepted on
the basis of DOWNPAYMENT or PRE-PAYMENT.
4.4 a. Payment condition for DOWNPAYMENT
The amount invoiced to be paid in advance must be paid NO
LATER THAN 2 weeks BEFORE the scheduled delivery date
into the bank account of Studiomold.
b. Payment condition for NON-down payment
invoice NETT payment strictly within 30 days,
unless expressly agreed otherwise.
The above does not prevent Studiomold, for reasons of its own,
from requiring at any time security for compliance with these
4.5 If the invoiced amount is not paid into the bank account of
Studiomold within the payment term, then the Client is in breach
by process of law without the need for any notice of default
and is liable for interest on the unpaid amount at 1% per month
or part month, or at the statutory interest rate current in the
Netherlands, until payment.
4.6 In the event that collection becomes necessary then all
collection costs are payable by the Client equal to 10% of
the principal owed with a fixed minimum of GBP 150.
4.7 If the debt collection involves court proceedings then all
legal costs, including legal advice and representation in
court and out of court, as well as all execution costs, shall
be paid by the Client.
4.8 Even if the Client is of the view that the quality of the
delivered goods is not in accordance with what he
purchased, this does not release him from the obligation
4.9 If fewer goods are delivered, or received in good
condition, than invoiced, and the Client objects in good
time, the Client remains liable for the amount invoiced in
respect of the goods received in undamaged condition.
Article 5 Delivery / Transport Damage
5.1 Delivery shall be ex works from the manufacturer or from
the warehouse of Studiomold; within certain European
countries delivery is made carriage paid, on the basis that
for each order a contribution towards carriage charges
can be imposed.
5.2 The Client shall purchase the goods as at the moment
they are delivered by Studiomold, or at the moment that
they are available to the Client.
5.3 If the Client refuses to make the purchase or fails to
provide the information or instructions to enable delivery,
then Studiomold is entitled to store the goods at the
expense and risk of the Client.
5.4 Notification of a delivery date is always indicative and not
a deadline. If the delivery date is exceeded, the Client is
still obliged to purchase the goods unless before delivery
the Client serves Studiomold with a notice of default,
provides Studiomold with a further reasonable period in
which to deliver, and this period also expires.
5.5 Studiomold is entitled to supply the goods in instalments and
to invoice separately for each instalment.
5.6 The delivery period for goods where it is agreed that the
goods are all or in part ready to be sent and delivered (i.e.
DOWNPAYMENT INVOICE), starts to run from the
sixth day following the day after the date of the
confirmation of the order.
5.7 If a DOWNPAYMENT INVOICE is not paid, Studiomold has
the option of terminating the agreement or seeking to
enforce compliance. In the latter case, Studiomold is entitled
to amend the price previously agreed in line with any
subsequent price increases. The obligation of Studiomold to
deliver will be suspended for the same duration as the
5.8 When the goods are delivered, the Client shall check the
condition of the packaging and, if this has any defects,
show these on a diagram on the delivery note. If there is
any serious defect to the packaging, the Client shall, in the
presence of the driver, open the packaging to check the
goods for damage. The Client shall notify Studiomold
immediately of this and e-mail it a photo of the condition
in which the goods and packaging have been delivered.
5.9 If it is discovered that the goods are damaged as a result
of the faulty packaging, the Client shall reject the goods
and hand them back to the driver. The Client shall
immediately notify Studiomold of this by fax or e-mail.
Article 6 Cancellation
6.1 Unless notified otherwise, an order can be cancelled or
changed for up to five working days following the date the
order was made.
6.2 In other cases an order cannot be cancelled without the
express consent of Studiomold.
6.3 If Studiomold should agree to the whole or partial
cancellation of, or change to, an order, it may attach
financial conditions to this. This applies particularly to
products no longer in stock or products that need to be
produced in a non-standard size or colour (SPECIALS).
6.4 If costs are already incurred in the performance of an
agreement before there is agreement to cancel the whole
or part of the agreement, the Client shall pay these costs
on demand by Studiomold.
Article 7 Changes to specifications, complaints and
7.1 There could be small changes to the specifications of
certain products in terms of shape or colour, according to
the material from which the products are manufactured.
Despite any such changes to specifications, Studiomold has
nevertheless complied with its obligation to supply.
7.2 If the goods are not delivered in good condition or, in the
opinion of the Client they are not in accordance with the
order or not all goods have been delivered as per the
order, the Client shall immediately notify Studiomold of this,
and in any event not later than the fifth working day
following the day on which the goods are received, by e-
mail or fax. Studiomold is not obliged to deal with complaints
that are received too late. If the Client files a complaint, it
must provide as clear a description as possible of the
defect and attach a digital photo to the e-mail.
7.3 A complaint is not justified if the goods are not used in
accordance with the instructions for use, if they are used
inexpertly or not used for the purpose for which they
were intended or if any defect is caused by the lack of
care of the Client.
7.4 If the goods are damaged through transport, the Client
should send to Studiomold the copy of the delivery note
showing way in which the goods were delivered in a
damaged state on a diagram. If there is no such diagram on
the delivery note, then Studiomold shall not accept the
complaint. See also the provisions in Article 5.8 et seq.
7.5 If the complaint is found to be justified by Studiomold, then
Studiomold has the choice of either terminating the
agreement with regard to the defective goods and
crediting the Client, or replacing the defective goods with
7.6 Goods that are the subject of a complaint may only be
returned to Studiomold if Studiomold has given prior written
consent for this or has indicated that it wishes for the
goods to be returned. In the latter case, the goods shall be
returned to Studiomold as soon as possible. If the goods are
not returned within eight days of the request for their
return, it is assumed that the Client wises to keep the
goods and has withdrawn the complaint. In such a case,
the full purchase price is payable for the goods.
7.7 If in response to a justified complaint Studiomold has
replaced the defective goods, then Studiomold is deemed to
have delivered such goods in good time, even if the
deadline set by the Client has expired.
7.8 In the event of a complaint, the Client shall follow the
instructions which Studiomold will fax to the Client on request.
Article 8 Suspension and termination
8.1 Studiomold is entitled to suspend in whole or in part
performance of its obligations under any agreement or to
terminate the agreement if:
- the Client has failed to comply on time, in full or at
all with its obligations under previous agreements;
- if having entered into the agreement, Studiomold has
good grounds to fear that the Client will not (be able
to) comply with its payment obligations;
- the Client was requested at the time the agreement
was entered into to provide security but has failed to
supply any such security or any adequate security.
8.2 If, due to delay on the part of the Client. Studiomold can no
longer be expected to comply with the agreement upon
the terms originally agreed, then Studiomold is entitled to
terminate the agreement.
8.3 Studiomold is also entitled to terminate the agreement if
circumstances arise whose nature and extent means that
Studiomold cannot be expected according to the principles
of reasonableness and fairness to perform the original
8.4 If the cause of the termination is within the scope of the
risk of the Client, or is caused by any act or omission of
the Client, then Studiomold is entitled to claim for the costs
it has incurred and for any loss of profit.
Article 9 Liability
9.1 Studiomold accepts liability for loss suffered by third parties
insofar as this is the result of the application of the
Product Liability Act and up to the maximum amounts referred to
in that Act.
9.2 Studiomold does not accept loss other than or in exceeding
that specified in the previous section, unless caused by a
deliberate act or gross negligence on the part of Studiomold.
If Studiomold is liable on the grounds referred to above, then
any liability for loss of profit or consequential loss is
9.3 The liability of Studiomold is at all times limited to a
maximum of the amount of the goods that are damaged.
Liability for any further damage is expressly excluded.
9.4 Any other damage, including loss of profit and
consequential loss, resulting from failure to deliver on
time or at all, is expressly excluded.
There is no liability for failure to comply on time or at all.
Article 10 Force majeure
10.1 In the event of force majeure, all the obligations of either
party are suspended until the situation of force majeure is
over. If the force majeure lasts longer than eight full
weeks, then either party is entitled to terminate the
agreement without any liability to compensate the other
10.2 ‘Force majeure’ includes, in addition to the circumstances
prescribed by legislation and case law, import and export
bans by, or due to, any government, the failure of
suppliers or service providers of Studiomold to deliver on
time or at all, suspension of work by, or a high amount of
sick leave amongst, the employees of Studiomold or its
10.3 Studiomold is also entitled to rely on force majeure if the
situation of force majeure begins after Studiomold should have
fulfilled its obligations.
10.4 Insofar as at the time the situation of force majeure
commences Studiomold has partly fulfilled its obligations
under the agreement or is still able to do so, then
Studiomold is entitled to invoice for all the parts of the
agreement it has complied with or will comply with. In
such a case the Client is obliged to pay this invoice as if it
were a separate agreement.
Article 11Retention of title
11.1 All goods delivered remain the property of Studiomold until
the Client has fulfilled its obligations to Studiomold in full. If
any invoice remains unpaid, Studiomold’s retention of title
shall also cover all goods previously delivered which have
been paid for by the Client.
11.2 Goods delivered by Studiomold subject to retention of title
may only be sold on in the context of normal business
11.3 The Client is not authorized to process, pledge or
otherwise encumber the goods subject to retention of
11.4 If any attachment is levied by a third party upon the goods
subject to retention of title, then the Client shall inform
the party levying the attachment of the retention of title
and notify Studiomold of this immediately.
11.5 The Client undertakes to keep insured the goods subject
to the retention of title against fire, explosion, or water
damage, as well as against theft. On demand by Studiomold,
the Client shall provide a copy of the insurance policy, as
well as ensure that the rights under the insurance policy
covering the goods subject to the retention of title shall
be transferred to Studiomold or that Studiomold is subrogated in
Article 12 Intellectual property rights and
12.1 Studiomold retains the rights and powers it accrues on the
basis of the Copyright Act and other intellectual and
industrial legislation and regulations relating to all the
goods it supplies, insofar as these rights do not belong to
any third party.
12.2 The Client may not have goods supplied by Studiomold
copied elsewhere, or manufacture imitations thereof that
differ in only minor details from the goods supplied, or
become directly or directly involved in this.
Article 13 Applicable law / disputes
13.1 All agreements are subject to the laws of England.
13.2 The court with exclusive jurisdiction is that covering the
area where Studiomold has its registered office at the time a
dispute arises. This also applies if the goods have been
delivered in part or entirely abroad or if the Client has its
registered office or is domiciled abroad, unless mandatory
law provides otherwise.
13.3 The parties shall always endeavour to resolve a dispute
amicably, before any application is made by either party to
Article 14 Translation, versions
14.1 In the event that these general terms and conditions are
available in a language other than English, and there is any
dispute as to interpretation or explanation, then the
English text of these general terms and conditions shall
14.2 The version that is binding is the latest version at the time
the agreement is entered into.
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