Terms of Business

1. Definitions
   1. The company shall mean Studio Pens Ltd. The customer shall mean an authorised trade account. The consumer shall mean a member of the public.
2. Account Status
   1. An authorised trade account does not constitute a credit account. Credit facilities require a separate application which is subject to credit assessment and availability. The company reserves the right to amend, reduce or cancel credit facilities.
3. Communications
   1. Our primary method of communication is digital. Orders are placed online; order confirmations, shipment notifications, invoices and statements are all sent by email. Newsletters are sent by MailChimp using our info@studiopens.com email address. Please ensure that our email address is added to your safe senders list.
4. Stock Holding Requirement
   1. The customer must hold stock of any line they wish to retail.
   2. The marketing of non-stocked SKU’s (SKU - stock holding unit) whether online or media based is prohibited. 
   3. Each SKU must be listed on the customer’s own website before the SKU is listed on Amazon, eBay or any other portal not owned by the customer. When requested by the supplier, the customer will provide the URL link to the SKU on the customer’s website and any external portals.
5. Goods
   1. Goods are supplied for sale to the consumer and not to any other third party. 
   2. Wholesaling of any kind is forbidden without written authorisation from Studio Pens Ltd. This includes Insolvency Administrators.
6. Risk and Retention of Title
   1. Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Supplier has tendered delivery of the Goods
   2. Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, legal and beneficial title of the Goods shall not pass to the Buyer until the Supplier has received in cash or cleared funds payment in full of the price of the Goods.
   3. Until payment has been made to the Supplier in accordance with these Conditions and title in the Goods has passed to the Buyer, the Buyer shall be in possession of the Goods as bailee for the Supplier and the Buyer shall store the Goods separately and in an appropriate environment, shall ensure that they are identifiable as being supplied by the Supplier and shall insure the Goods against all reasonable risks.
   4. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the goods which remain the property of the Supplier, but if the Buyer does so all money owing by the Buyer to the Supplier shall (without prejudice to any other right or remedy of the Supplier) forthwith become due and payable.
   5. The Supplier reserves the right to repossess any Goods in which the Supplier retains title without notice. The Buyer irrevocably authorises the Supplier to enter the Buyer’s premises during normal business hours for the purpose of repossessing the Goods in which the Supplier retains title and inspecting the Goods to ensure compliance with the storage and identification requirements of sub-clause 6.1.3
   6. The Buyer’s right to possession of the Goods in which the Supplier maintains legal and beneficial title shall terminate if;
   7. The Buyer commits or permits any material breach of his obligations under these Conditions;
   8. The Buyer enters into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or arrangement is made with his creditors;
   9. The Buyer is or becomes the subject of a bankruptcy order or takes advantage of any other statutory provision for the relief of insolvent debtors;
   10. The Buyer convenes any meeting of its creditors, enters into voluntary or compulsory liquidation, has a receiver, manager, administrator or administrative receiver appointed in respect of its assets or undertaking or any part thereof, any documents are filed with the court for the appointment of an administrator in respect of the Buyer, notice of intention to appoint an administrator is given by the Buyer or any of its directors or by a qualifying floating charge-holder (as defined in paragraph 14 of Schedule B1 of the Insolvency Act 1986), a resolution is passed or petition presented to any court for the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency
7. Orders
   1. Unless otherwise agreed in writing, all orders are to be placed online at www.studiopens.com.
   2. Whilst every endeavour will be made to effect deliveries on time, no guarantee as to exact dates is to be implied and no liability will be accepted for any loss or damage occasioned by delay in delivery however caused.
   3. Any complaint of short delivery or of damage to goods delivered must be notified in writing by the buyer to the seller and the parcel carrier within 3 days of receipt of the goods.
   4. Please note: Where special labelling of despatch cartons is required, minimum order quantities per SKU will apply. See Appendix A
8. Carriage
   1. Orders below £150 ex VAT will incur carriage charges. 
9. Cancellation
   1. Customers may not cancel or amend any outstanding order for goods already made, or in the process of being made at the time, or for goods to be made from materials specifically ordered for the execution of such orders except by mutual written agreement and then only on terms which would fully indemnify the seller.
10. Claims
    1. If any goods supplied by the Company prove on inspection to be defective in material or workmanship, the Company undertakes, at its option, to replace the same or refund to the buyer the price of the goods and in no circumstances will liability exceed the cost of replacement of (at the Company’s option) the price paid by the buyer for such goods.
    2. The Company shall not under any circumstances whatsoever be liable for damages whether consequential or otherwise, however caused or occasioned and this undertaking is given in place of and excludes all other warranties and conditions whatsoever whether implied by statute or otherwise.
11. Terms & Payment
    1. The prices charged and against which payment must be made will be those prices ruling at the date of despatch of goods. Unless otherwise agreed payment will be cash with order or cash against proforma invoice for an authorised trade account. 
    2. All goods ordered by the customer with approved credit facilities shall be paid by the Customer within 30 days from the date of the invoice.
    3. Customer’s own conditions of purchase or buyer’s standard conditions of purchase shall not be binding on the company, unless agreed in writing, and under the hand of a legally authorised official of the company. 
    4. No variation hereto or addition hereto shall be binding on the company unless in writing and signed by a legally authorised official of the company.
12. Non-Payment
    1. It is an express condition of sale that in the event of the Company having to seek recourse to legal action against the customer in order to obtain payment of any outstanding account any costs incurred on doing so are payable by the Customer on a full indemnity basis. 
13. Return of goods:
    1. Goods supplied in accordance with the Customer’s order cannot be returned unless agreed in writing.  
    2. Non-Standard goods supplied in accordance with the Customer’s order cannot be accepted for return or credit.
14. Prices
    1. Current prices cancel all previous prices and are subject to alteration without further notice.
15. General
    1. The Terms and Conditions are governed by the laws of England and Wales and any disputes arising from these terms which cannot be settled during the course of business shall be referred to a single arbitrator in accordance with the Arbitration Act 1950 or any amendment being currently in force. The customers statutory rights are not affected by these terms.
    2. If any provision of these terms and conditions is held to be unlawful or unenforceable for any reason such provision shall be deemed not to form part of these terms and conditions but the validity and enforceability of the remainder of these terms and conditions shall not be affected.