Studio Delma Terms & Conditions

This page contains the Terms and Conditions for commissioned artwork, surface design, and art fabrication projects for Studio Delma. By making your deposit payment you are accepting the quotation provided by us in relation to your project and instructing us to commence work on your project in the agreed time frame. Please read carefully before making your deposit payment.

The client (you) are deemed to have accepted these Terms and Conditions when you accept the quotation and make the deposit payment. No other terms or changes to the Terms and Conditions shall be binding unless agreed in writing and signed by us. These Terms and Conditions do not affect your statutory rights.

Please note, words imparting the singular number include the plural and vice-versa. These Terms and Conditions apply to the purchase and supply of any goods or services (Goods) unless we specify otherwise. A ‘business day’ means any day other than a Saturday, Sunday or bank holiday in England and Wales.

Design, Artwork & Intellectual Property

All artwork is agreed, and your final approval given, in advance of deposit payment, unless otherwise agreed in writing. We are not responsible for errors in design artwork & measurements supplied by you. Please double check you are happy with your artwork & measurements before submitting to us.

Intellectual Property

Our Designs: Where Goods are designed, created or fabricated by us, unless formally transferred in writing, we retain ownership of intellectual property rights.

Your Designs: You retain ownership of the intellectual property rights of products which we just fabricate and you provide designs.

With all Goods, we retain a limited licence to display these Goods in marketing materials unless otherwise specified in writing by us.

When providing artwork/designs, it is your responsibility to obtain any permissions, consents, licences or otherwise needed and to give us access to any and all relevant information, materials, properties and any other matters required. We also require written approval for use of trademark, logo or registered design. We will not be liable for any delay or failure to provide Goods if the cause is your failure to comply with the provisions of this.

Materials

If you require a specific material, then this must be specified in detail (with a full disclosure data sheet provided if we request) and accepted by us prior to deposit payment. We will not be held responsible for any misinformation or assumptions made by you on the materials ordered. Any change to material post deposit payment will be subject to an additional fee.

We reserve the right to refuse any materials based upon the ineligibility of the materials with our safety regulations as explained by us. Any materials you provide must be supplied with a data sheet and approved for use by us. We may charge to conduct a fabrication test prior to full approval.

We accept no responsibility for any client's own material sent or stored at our premises. We will, however, make all necessary arrangements for storage to the best of our abilities. If personal Goods/products/materials, whether made use of our services or not, are not collected or sent within 3 months of receipt to us, we have the right to dispose or keep any items in our possession.

Samples

As part of our business operations, Studio Delma produces samples of artworks & design concepts to demonstrate our product options. These samples can be purchased by or loaned to clients.

When a client purchases a sample from Studio Delma to retain as part of their collection, the design remains the intellectual property of Studio Delma and must not be submitted to any other company or individual for replication. The client will be provided with an invoice for the cost of producing and delivering the sample.

Where a client borrows a sample on loan, the client agrees to the following:

-to return the sample to Studio Delma within the reasonable pre-negotiated timeframe.

-to retain the sample somewhere safe & secure, ideally at their business premises.

-to accept full responsibility for the care & condition of the sample whilst in their care and during its return journey.

The client must complete and return a Sample Loan Form before a sample will be loaned to them. This form will detail the responsibilities of the client in regard to the loan, the replacement value, the borrowing time permitted, and other key information.

The client is not permitted to seek the services of another individual or company to replicate the sample. Studio Delma owns the intellectual property of the sample and doing so would be an infringement on these intellectual property rights.

Samples must be returned to Studio Delma in the same good condition prior to borrowing. Damages to the sample will be charged appropriately for repair work to be completed by Studio Delma. If the sample is irreparably damaged, the client will be charged for the production of a new sample. The sample’s replacement value will be specified on the sample loan form prior to borrowing.

If the sample is not returned within the agreed time frame, the client will be invoiced for the sample’s replacement value.

The client is not permitted to loan the sample onward to any other individual or company without seeking written permission from Studio Delma. If a sample is loaned onward, the original borrowing client retains responsibility for having returned to Studio Delma on time and in good condition, or will face the charges detailed previously.

Fees

The fee of the Goods is the price set on your quotation. Any and all discounts will be at our discretion. These fees are based on a time/material model or set-price model and are inclusive of packaging and delivery as specified.

If the cost of the Goods to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties or changes to delivery rates, we can increase the fee prior to delivery. Any fee increase under this case, will only take place after we have discussed this with you.

The Fees are inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

Please note that local charges (sales tax, customs duty) may occur, depending on your region and local customs duties. These charges are at the client's own expense.

Order Process & Payment Terms

Once the specifications have been agreed upon, you will receive a quotation from Studio Delma. If you accept this quotation and would like to move forward with production, you must provide Studio Delma with a purchase order for the Goods. Once Studio Delma has received and approved your purchase order, You will be supplied with an invoice for the deposit payment. Unless otherwise agreed in writing, a deposit payment of 60% of the value of the quotation is required to commence work on your project. When work is completed, you will receive a second invoice for the remaining 40% of the purchase order value. Goods will not be dispatched (to the address provided by you) or released until the final payment has cleared. All products remain our property until payment is made in full.

The final payment, as detailed on your second invoice, must be made within 28 days of receipt. Late payments will be subject to additional charges of statutory interest, which is set at 8% plus the Bank of England base-rate for B2B transactions. If you do not pay within the period set out above, we can suspend any further provision of Goods and cancel any future Goods which have been ordered by, or otherwise arranged with, you.

Prior to dispatch, payments for any additional Goods not specified on your purchase order & quotation must be paid in full, including changes to specifications. These will be charged at a rate agreed between us and you will be supplied with a further invoice accounting for the additional Goods. Again, Goods will not be dispatched or released and all products remain our property until payment has cleared.

Payments are to be made via BACS transactions directly to our business bank account, details of which are as follows, and can be found on your purchase order:

Business Name: Studio Delma

Bank: Monzo Business

Sort Code: 04-00-04

Account Number: 81002622

With prior written agreement, payments can be made by other methods. We will not be held responsible for any delays to production due to late payment. You will be made aware of any changes to completion dates at the time of payment. Receipts for payment will be issued by us only at your request and all payments must be made in GBP unless otherwise agreed in writing by us.

All payments due under these Terms and Conditions must be paid in full without any deduction or withholding, except as required by law, and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

Order Cancellations & Amendments

Prior to making your deposit payment, either party can cancel an order, or we can withdraw, cancel or amend a quotation, for any reason. Any quotation is valid for a period of 14 business days from the date shown, unless withdrawn by us at an earlier date.

Post deposit payment, your order will be in production. Any changes are at our discretion and subject to charges and time delays which will be outlined at the time of your request. If we accept a cancellation, a full or partial refund may be given at our discretion, minus any materials we may have ordered for your specific job, or any other costs incurred.

If, due to circumstances beyond our control, including but not limited to those set out in the Force Majeure below, we have to make any change to Goods or how they are provided, we will notify you immediately. We will use reasonable endeavour to keep any such changes to a minimum.

We warrant that we will use reasonable care and skill in our performance of Goods which will comply with the quotation, including any specification in all material & design respects. We can make any changes to Goods which are necessary to comply with any applicable law or safety requirement, and we will notify you if this is necessary. We will use reasonable endeavours to complete the performance of Goods within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.

We can terminate the provision of Goods under this contract immediately if you:

-Commit a material breach of your obligations under these Terms and Conditions

-Fail to make pay any amount due on the due date for payment

-Become or, in our reasonable opinion, are about to become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtor

-Enter into a voluntary arrangement under Part 1 of the Insolvency Art 1986, or any other scheme or arrangement is made with its creditors

Delivery of Goods

We will arrange for the delivery of Goods to be dispatched to the address as specified on the purchase order, unless we have confirmed an alternative in writing.

We try to ensure Goods are dispatched within the stated time frame. However, we will not be liable for any delays in shipping or failure to ship. Dates quoted are approximate only and the time of delivery is not of the essence. If we know of delays with production or the shipping of your order, we will try to alert you to this at least twenty-four hours before the agreed upon deadline.

We will not be liable for any delay in delivery of the Goods that are beyond our control or your failure to provide us with adequate delivery instructions or other instructions that are relevant to the supply of the Goods.

If you do not take delivery of the Goods, we will try to arrange redelivery. If a redelivery is not possible, Goods may be returned to our premises. At this point, we may, at our discretion and without prejudice to any other rights:

-Allow for collection from our premises (with our agreement)

-Store or arrange for the storage of the Goods and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or

make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and / or

-after 20 business days, resell or otherwise dispose of part or all of the Goods and charge you for any shortfall below the price of the Goods.

Inspection & Acceptance of Goods

All Goods must be inspected by you immediately on receipt of delivery or collection.

In the event you identify any damage, faults or shortages, you must report these immediately, and in writing to us within 2 business days, with photographs and a clear description. Photographs must be provided of packaging and any damage due to the shipping process.

The client is aware that our artworks & finishes are all hand made, and by nature will include some variation from any original sample previously supplied. By ordering a bespoke, hand made project produced by Studio Delma the client accepts there will be some reasonable variation and may not reject Goods supplied on this basis. We will of course endeavour to replicate any samples as closely as possible, but no piece of work will ever be identical to the relevant sample.

Please do not return Goods without Return Authorisation as you bear the risk and cost of returning the Goods. Other than by agreement, we will only accept returned Goods, if we are satisfied that those Goods are defective and if required, have carried out an inspection.

Subject to your compliance with this and / or our agreement, we will work with you as appropriate to repair or replace the Goods or part of them.

We will be under no liability or further obligation in relation to the Goods if:

-you fail to provide notice as set above; and / or

-you make any further use of such Goods after giving notice as set above; and / or

-the defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Goods; and / or

-the defect arises from normal wear and tear of the Goods; and / or

-the defect arises from misuse or alteration of the Goods, negligence, wilful damage or any other act by you, your employees or agents or any third parties.

Acceptance of Goods will be deemed to be upon inspection of them by you and in any event within 5 business days after delivery.

Returns

We make every effort to provide quality Goods and hope that you will be completely satisfied with your order. Custom designed Goods are made to order and as such are not eligible for a refund. Nothing in these terms entitles you to return Goods for any other reason other than as set out in our Inspection and Acceptance of Goods above.

We warrant only that Goods meet the specifications agreed on the purchase order and are manufactured in accordance with the usual processes and standards. We do not guarantee that Goods will be fit for any particular purpose. We will not be held responsible for the way in which Goods are used after they have been provided to you.

We do not accept returns, replace or offer refunds based on material choice, natural material deviation or your expectations of the product.

We are unable to refund Goods that have been ordered in error. It is the responsibility of the client to ensure they are happy with the details of their project as set out on the purchase order before making the deposit payment. Issues arising from any mistakes in artwork design or measurements submitted by the client will not be refunded, and any required reproductions will be charged at the original full price (see Design, Artwork and Intellectual Property above). Please check all submitted artwork and measurements very carefully.

Additional Information

We reserve the right to amend any information, including but not limited to prices, technical specifications, terms of purchase and product offerings without prior notice.

Force Majeure

Events outside our control, which are not reasonably foreseeable, shall be considered force majeure, meaning that we are released from our obligations to fulfil contractual agreements. Such causes include, but are not limited to: power failure, Internet Service Provider failure, industrial action, strikes or lack of delivery from suppliers, civil unrest, conflict, embargo, fire, flood, storms, earthquakes, acts of terrorism, sabotage, accident, acts of war, natural disasters, government action or omission, new or amended legislation, or any other event that is beyond the control of the party in question. The force majeure also includes government decisions that affect the market negatively and products, for example, restrictions, warnings, ban, etc.

If the delay continues for a period of 90 days, either of us may terminate or cancel Goods to be carried out under these Terms and Conditions.

Liability & Indemnity

Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort, misrepresentation or otherwise, shall be limited to this clause.

Subject to the clauses above on Inspection and Acceptance of Goods, all warranties, conditions or other terms implied by statute or common law (save for those implied by Section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.

If we do not deliver Goods, our liability is limited, subject to the case below, to the costs and expenses incurred by you in obtaining replacement Goods of similar description and quality in the cheapest market available, less the price of Goods. The total amount of our liability is limited to the total amount of Fees payable by you under the contract.

We are not liable (whether caused by our employees, agents or otherwise) in connection with Goods, our provision or the performance of any other obligations under these Terms and Conditions or the quotation for:

-any indirect, special or consequential loss, damage, costs, or expenses; and / or

-any loss of profits; loss of anticipated profit; loss of business; loss of data; loss of reputation or goodwill; business interruption; or other third-party claims; and / or

-any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and / or

-any losses caused directly or indirectly by any failure or your breach in relation to your obligations; and / or

-any loss relating to choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.

-any losses arising directly or indirectly from the choice of services and how they will meet your requirements or your use of the services or any Goods supplied in connection with the services.

You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.

Nothing in these Terms and Conditions shall limit or exclude our liability for data or death or personal injury caused by our negligence, or for fraud or any fraudulent misrepresentation, or for any other matters for which it would be unlawful to exclude or limit liability.

Law & Jurisdiction

These Terms and Conditions are governed by and interpreted according to UK law. All disputes arising under these Terms and Conditions are subject to the exclusive jurisdiction of the UK courts. If any part of the Agreement is found to be invalid or unenforceable by UK courts, the rest remains unaffected. Any invalid clause will be replaced by the relevant legal regulation.

Please direct any enquiries relating to these Terms and Conditions to: india@studiodelma.co.uk

Last updated: 11/08/2023