Retailer Terms and Conditions
This Retailer Terms and Conditions (“Agreement”) is executed the date agreed to by and between Bungalow 47 LLC (“B47”) and the undersigned retailer (“Retailer”).
In this Agreement the following words have the following meanings: “Agreement” means the right to purchase wholesale products by the Retailer from B47. “Products” means products manufactured or supplied to B47 for Junk Gypsy™ Company for which they have a legal and binding contract. “Intellectual Property” means copyright, registered or unregistered design rights, trademarks (whether or not registered), photographs and all other intellectual property rights. “JGC” means Junk Gypsy™ Company.
- Terms and Territory
This Agreement shall begin the date when Retailer receives an approval from B47 to carry Products in their retail location, and shall continue unless terminated by one of the parties, in accordance with Item 10 below. This Agreement governs Retailer access to wholesale login on B47 website as well as other relationships pertaining to Product.
B47 cannot guarantee any exclusive sales territory for Retailer but will monitor each market area to avoid over saturation.
- Relationship of Involved Parties
Retailer shall in no event be construed as partners, joint venturers, associates, or agents of B47 or JGC. Retailer shall have a non-exclusive right to use product images, or names provided by B47 and approved by JGC for licensed product use. The ownership of any intellectual property remains with B47 or JGC. Upon termination of this Agreement, for any reason, by either party, Retailer shall cease use of any intellectual property, in all forms (whether printed or digital).
- Products and Pricing
This Agreement covers the Junk Gypsy™ Paint Products licensed by B47, as amended from time to time. Products may not be sold for less than the minimum suggested retail price provided. B47 reserves the right to increase any wholesale price and/or adjust the suggested retail price as needed with a seven (7) day email notice to Retailer. All orders are to be paid in full upon ordering and before shipping commences. No terms are provided. Retailer should plan ahead during winter months where climates may prohibit the Product from being shipped and protected against freezing. Product should be stored in a temperature-controlled environment and kept from freezing.
- Retailer’s Responsibilities
Retailer agrees to conduct its business in a professional and honest manner. Retailer agrees to provide actual painted sample boards that fit its own business profile yet provides customers with an actual visual of finished painted product. All staff employed by Retailer should be taught proper language used in selling a chalk and clay paint product and shall review any and all handbooks, tutorials, videos or other instruction provided by B47 on their website or otherwise. Retailer is responsible for all local sales tax associated with selling product.
- Shipping, Damages and Returns
Retailer shall pay all reasonable and necessary charges for shipping, handling, taxes, tariffs and insurance as needed for orders received. No returns are accepted. Upon receipt of order, any visible damage should be reported to shipping carrier before signing for shipment. Signing implies you accept the merchandise in condition presented. All concealed damages, losses or omissions must be reported to B47 within three (3) business days of receipt. Photographs should be taken immediately and provided to support claim. Failure to do so may result in carrier denying claim.
- Online and Remote Sales
Retailer may sell the Products online. Online selling requires adhering to the MSRP and Retailer may sell from their own website, not a public website such as amazon, easy or ebay. When attending a show or remote temporary location, Retailer may show and sell product but is not selling as an agent or representative of JGC.
8. B47’s Responsibilities
Retailer’s business will be listed on the B47 and/or JGPaint website under the ‘Find a Retailer’ feature in relation to the product and will remain as long as this Agreement is valid. B47 will provide and maintain a wholesale ordering system for use by Retailer on their website.
9. Trademark Notification
When referring to the Junk Gypsy™ Paint in anyway, whether it is listed in social media, blog posts, advertisements for classes, etc. Retailer agrees to add the trademark symbol after the words “Junk Gypsy” in any and all usage. The TM symbol can be found at http://fsymbols.com/computer/copyright/ and should accompany any and all mention of the JGC brand. B47 will provide an update to the Retailer when this symbol changes to the registered trademark symbol. Retailer may never reproduce the JGC trademark (in any way, whether it be logos, words, etc.) on any item for resale.
10. Cause for Termination
Either party may terminate this Agreement at any time for any reason upon written notice via either email or certified mail. B47 reserves the right to terminate Retailer if Retailer has not placed an order for Products within a six (6) month period. Any continued violation of this Agreement after two (2) warnings have been given may result in termination.
11. General Notices
If Retailer contact information changes at any time during this Agreement, Retailer must notify B47 promptly. If physical location of Retailer changes at any time where Products are sold, Retailer must notify B47 immediately to verify new location is available. B47 cannot guarantee change will be approved. Retailer must apply and receive approval for each location to sell Product before doing so. All warnings and cautions listed on Product labels must be followed.
12. Limited Liability
In no event shall B47 or JGC be liable for any indirect or speculative damages (including, without limitation, consequential, incidental, punitive and special damages) including, but not limited to, loss of use, business interruptions, loss of profits, or loss of personal property, arising out of or in any way connected with the website or use of Product and materials therein.
Any information submitted will be used for the sole purpose intended in selling Product. Retailer agrees to keep confidential all of B47’s pricing information, technical data, and any and all proprietary information in any form provided to Retailer.
14. Governing Law
This Agreement shall be governed in accordance with the laws of the State of Michigan. In the event B47 must institute a legal action against Retailer to enforce the terms of this Agreement and is successful in said action, B47 shall be entitled to reimbursement of its legal costs and expenses, including attorney fees, from Retailer.