Wholesale Terms & Conditions

WHOLESALE TERMS AND CONDITIONS ACCEPTANCE:

MJM Studio Limited (herein after “MJM Studio" and/or "Seller") acceptance of your (the “Buyer”) application and wholesale orders is expressly made conditional on Buyer's agreement to these terms and conditions. The terms and conditions (the “Terms”) set forth on this wholesale/buyer application, order confirmation and/or invoice will govern ALL transactions between the Buyer and the Seller.

By requesting MJM Studio to supply MJM Studio Limited Edition Prints (herein after “Products”) to you, you acknowledge and agree to these Wholesale Terms and Conditions.

1. MINIMUMS

1.1 Minimum order is £150 GBP (before shipping costs).

2. PAYMENT & ORDER TRANSACTIONS

2.1 Payment for the Products shall be made upon receipt of the invoice (unless otherwise agreed to in writing) via credit card, PayPal or direct transfer to the Seller’s bank account (details of which are available on request).

2.2 MJM Studio may refuse to accept or cancel any order or delivery of Products at any time by giving written notice to the Buyer. MJM Studio shall not be liable for any loss or damage arising from such cancellation.

2.3 MJM Studio will confirm and accept the Buyer’s Order in writing by replying to the order email and sending an electronic copy invoice (the “Invoice”). The Invoice will confirm the details of the Order, an order number and the amount payable by the Buyer, including any delivery or other charges applicable.

2.4 The Seller must receive payment within 7 calendar days of Buyer receipt of the Invoice in full for the price of the Products ordered and any delivery or other applicable charges. Once the Invoice is paid, Products will be dispatched.

2.5 Any variations to any order must be agreed to in writing. The total price may alter as a result of any variation and the Buyer agrees to pay any increase. 

2.6 Ownership of the Products shall pass to the Buyer upon payment in full for the Products.

3. CANCELLATIONS

3.1 The Consumer Protection (Distance Selling) Regulations 2000 will apply to these Terms. These regulations entitle consumers to cancel an Order during the period set out below, and receive a refund.

3.2 The Buyers legal right to cancel an Order starts from the date on which they receive the invoice for the Order in full, which is when the contract between Seller and Buyer is formed and is available for a period of 7 working days. If the Products have already been delivered, the Buyer has 7 working days in which the Order may be cancelled.

3.3 To cancel an Order or part of it, please email MJM Studio at megan@mjmstudiostore.com. MJM Studio will endeavour to confirm cancellation of the Order within 24 hours of receipt by of the cancellation notice. Please allow up to 48 hours for MJM Studio to check and process the cancellation, and up to 72 hours where cancellation of an Order or part of it is placed over a weekend or public holiday.

3.4 If the cancellation of the Order, or part of the Order is agreed, the Buyer will receive a full refund of the price paid for the Products. MJM Studio will process the refund due within 30 calendar days of the day on which the Buyer gave notice of cancellation as described in clause 3.3.

3.5 If the Buyer wishes to return the Products because they were faulty or mis-described (See item 8 for Notice of Defects), the Seller will either offer a replacement Product or refund the full price of the defective Product (if paid by the Buyer). Any applicable delivery charges relating to the specific Product, and any reasonable costs the Buyer incurs in returning the item to MJM Studio is the responsibility of the Buyer.

3.6 The Seller will make any refund to the Buyer in the manner in which payment was made.

4 PRODUCTS

4.1 MJM Studio’s website (the “site”) is used for the promotion of MJM Studio Products and the images of the Products on the Site are for illustrative purposes only.  Although MJM Studio has made every effort to display the colours and print accurately, MJM Studio cannot guarantee that every computer’s display of the colours accurately reflect the colour of the Products. The Products that you receive from MJM Studio may vary slightly from the images.

4.2 MJM Studio Products will be quality control checked and will then be packaged and weighed, so that an accurate shipping cost can be calculated and confirmed to the Buyer via the Invoice. The Buyer may like to make their own arrangements for collection and shipping by giving written notice to the Seller. The Seller will then reissue the Invoice without any shipping charges.

5. DUTIES, TAXES & FEES

5.1 All export and import documentation, licenses, duties, taxes or other obligations or costs relating to the delivery of the Products shall be the Buyer’s responsibility.

6. SALE OF PRODUCTS & MSRP

6.1 The Buyer acknowledge that you are acquiring the Products for the purposes of trade or business only.

6.2 Any resale of MJM Studio Products on public forums such as Amazon, Ebay or Zulily are expressly prohibited.

6.3 The Products must be sold by the Buyer at or above the recommended retail price (as notified to you by MJM Studio) unless the Products are advertised as being “on sale” or the equivalent.

7. SHIPPING AND RISKS

7.1 For orders within the United Kingdom:  

Unless otherwise agreed to in writing, MJM Studio shall arrange delivery of the Products to the Buyer. The Buyer will be responsible for the costs associated with delivery. Orders will be shipped via Royal Rail, FedEx, DHL or UPS. MJM Studio makes no representations and gives no warranties in respect to insurance and the Buyer will be responsible for obtaining any specific insurance required in respect of the Products during transit. Risk in respect of the Products shall pass to the Buyer when the Products are delivered to the carrier. 

Free shipping promotions and/or discount coupons for regular retail customers do not apply to Wholesale orders.

7.2 For International orders:   

Unless otherwise agreed to in writing, the Buyer shall be responsible for the cost of transportation of the Products from the premises of MJM Studio. Risk in respect of the Products shall pass to the Buyer when the Products are made available to the delivery carrier. The Buyer is responsible for obtaining insurance in respect of the Products.

8. NOTICE OF DEFECTS

8.1 It is the responsibility of the Buyer to inspect, upon receipt, that all Products delivered match the items ordered / invoiced.The Buyer must make any claims of defects, including, but not limited to, shortages, quality, or specification, within 7 days after receiving the Products. The Seller cannot be responsible for shortages when shipments are directed to a third party.

8.2 If a part of the order is delayed or if part of the order is defective or deficient, the order may only be remedied for that part of the order.

8.3 The Buyer hereby waives any claim for damages resulting from any defect the Buyer is aware of, including late delivery, at the time Buyer accepts the merchandise.

9. RETURNS & EXCHANGES

9.1 It is the responsibility of the Buyer to inspect upon receipt, that all merchandise delivered reflects exactly the items purchased and invoiced (See item 8 for Notice of Defects). 

9.2 Wholesale purchases made by Buyer through MJM Studio are eligible for return, only if they are intact and undamaged, within 14 calendar days of your receipt of delivery. Written notification of the return must be given to the Seller before returning the Products and all shipping related charges in respect of UK and international returns are payable by the Buyer.

9.3 Products that the Buyer wishes to return must be returned unused and in the original packaging. Products should be returned in a securely wrapped parcel with suitable packaging to prevent damage in transit.

9.4 Should a Product be received which is not suitably packed for transit, MJM Studio reserves the right to refuse a refund on the grounds that insufficient care has been taken to return the Product.

9.5 The Buyer shall obtain proof of shipping from the relevant carrier agent.

9.6 MJM Studio will confirm receipt of the returned Products via email within 48 hours.

9.7 Under certain conditions, exchanges may be made for unsatisfactory merchandise that is unused and in original packaging. The eligibility for exchange is at the sole discretion of MJM Studio. All exchanges must be initiated within 7 days of receipt of Products. 

9.8 In the event of an exchange of merchandise, the Buyer is responsible for all shipping fees, both in shipping product back to Seller as well as the shipping of the new product to the Buyer.

9.9 Exchanges will be processed within 14 calendar days of MJM Studio’s receipt of the returned Product. Refunds will be processed within 7 working days of the receipt of the returned Product.

9.10 MJM Studio will provide a return address upon request.

10. MODIFICATION OF PRODUCTS

10.1 If the Buyer modifies the Products, they are immediately ineligible for return or exchange. Once merchandise is altered in anyway, the Buyer cannot return or make a claim relating to such merchandise.

11. PERSONAL INFORMATION

11.1 Any personal information the Buyer provides to MJM Studio will be used to:

11.1.1 provide the Products;

11.1.2 process the Buyer’s payment for such Products; and

11.1.3 inform the Buyer about similar products or services that the Seller provides (may be stopped at any time by contacting MJM Studio in writing)

11.2 MJM Studio will not give the Buyers personal data to any other third party, with the exception of the chose shipping carrier.

12. INTELLECTUAL PROPERTY

12.1 All intellectual property rights in the Site, including but not limited to all text, graphics, information, content, and other materials displayed are either the property of, or used with permission by, MJM Studio and are protected by copyright, trademark and other laws. They may not be used, reproduced, published, distributed, displayed, performed, exhibited, modified, used to create derivative works, sold, re-sold or used in any sale, or exploited in any way, in whole or in part, except as provided for in these Terms and unless the Buyer obtains the prior written consent of the owner of such material. All such rights are reserved.

12.2 MJM Studio grants the Buyer a personal, non-exclusive, non-transferable, and non-assignable license to use the MJM Studio Brand Name and Logo (if required by MJM Studio), when advertising, describing or naming Products supplied by MJM Studio including on websites, labels and invoices and the Buyer undertakes to use the Brand Name and Logo as outlined above.

12.3 The Buyer must not use or permit the use of the Brand Name or Logo in any manner that would be detrimental to, or inconsistent with the good name, good will, reputation and image associated with the Intellectual Property of MJM Studio.

12.4 The license may be revoked by MJM Studio by written notice to the Buyer.

13. LIABILITY

13.1 MJM Studio shall not be liable:

  1. where the Buyer has altered or modified the Products, misapplied the Products, not followed MJM Studio’s instructions in respect to the Products or have subjected them to unusual or non-recommended use or handling;
  2. for any loss or damages caused wholly or partly by any factors beyond our control, including, but not limited to, any loss resulting from a delay in production or supply of the Products;
  3. for any indirect or consequential loss of any kind

14. DETERIORATION OF BUYER'S CREDIT

14.1 MJM Studio may terminate this agreement with immediate effect by giving written notice to the Buyer if:

14.1.1 Buyer suspends, or threatens to suspend, payment of debts, or is unable to pay debts as they fall due, or admits inability to pay debts, or are deemed unable to pay debts within the meaning of section 123 of the Insolvency Act 1986, or (being an individual) are deemed either unable to pay debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986, or (being a partnership) have any partner to whom any of the foregoing apply;

14.1.2 Buyer commences negotiations with all or any class of Buyer’s creditors with a view to rescheduling any debts, or make a proposal for or enter into any compromise or arrangement with any of Buyer’s creditors;

14.1.3 (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with Buyer’s winding up, other than for the sole purpose of a scheme for your solvent amalgamation with one or more other companies or Buyer’s solvent reconstruction;

14.1.4 (being an individual) Buyer is the subject of a bankruptcy petition or order;

14.1.5 any of Buyer’s creditors or encumbrances attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of Buyer’s assets and such attachment or process is not discharged within 14 days;

14.1.6 (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Buyer;

14.1.7 (being a company) a floating charge holder over Buyer’s assets has become entitled to appoint or has appointed an administrative receiver;

14.1.8 a person becomes entitled to appoint a receiver over Buyer’s assets or a receiver is appointed over your assets; any event occurs, or proceeding is taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in clause 14.1.1 to clause 14.1.8 (inclusive);

14.1.9 Buyer suspends, threatens to suspend, ceases or threatens to cease to carry on all or substantially the whole of Buyer’s business;

14.1.10 Buyer’s financial position deteriorates to such an extent that in the Seller’s opinion the Buyer’s capability to adequately fulfil obligations under these Terms has been placed in jeopardy; and

14.1.11 (being an individual) Buyer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or become a patient under any mental health legislation;

14.1.12 On termination, MJM Studio shall have the right to deal with the Products at its absolute discretion.

15. JURISDICTION

15.1 These Terms and any transactions between the Buyer and Seller are governed by English law and any contract for the purchase of Products between MJM Studio and the Buyer and any dispute or claim arising out of or in connection with it or its subject matter or formation (including any non-contractual disputes or claims) will be governed by English law.

15.2 The Buyer and MJM Studio both agree to submit to the exclusive jurisdiction of the English courts however, MJM Studio reserves the right to bring proceedings against customers in the countries of their residence.

16. ARBITRATION

16.1 AGREEMENT TO BINDING ARBITRATION 

MJM Studio and the Buyer agree that upon the demand of either party, any claim or dispute between MJM studio and the Buyer and/or any of either parties' parent corporation's, successor entities, present and/or former subsidiaries, divisions, and affiliated entities, as well as each of their present and/or former shareholders, directors, officers, employees, attorneys, agents, contractors and representatives ("Agents"), shall be determined by binding arbitration as set forth in this Agreement. MJM Studio and the Buyer hereby covenant not to file a lawsuit against each other in contravention of this Agreement. The parties shall be entitled to all of the same remedies as those available for comparable actions in courts. The parties shall be entitled to be represented by independent counsel of their choosing.

16.2 KNOWING AND VOLUNTARY CONSENT TO BINDING ARBITRATION AND WAIVER OF RIGHT TO JURY TRIAL

MJM Studio and the Buyer hereby acknowledge that they have read and understand the terms of this Arbitration Agreement, and are voluntarily agreeing to its terms. MJM Studio and the Buyer also understand that by using binding arbitration to resolve disputes, they will be giving up any right they may have to a judge or jury trial.

16.3 COSTS OF ARBITRATION

The Parties shall each bear their own costs and attorney's' fees in any arbitration proceeding, provided however, that the arbitrator shall have the authority to require either party to pay the costs and attorney's' fees of the other party during the arbitration, as is permitted under law, as a part of any remedy that may be ordered.

17. AMENDMENTS

17.1 These terms and conditions may be amended or replaced at any time by MJM Studio. Any order placed after such amendment is made will represent an agreement by the Buyer to be bound by the amended terms and conditions.

18. OTHER IMPORTANT TERMS

18.1 This contract is between the Buyer and MJM Studio. No other person shall have any rights to enforce any of its terms whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

AGREEMENT AND ACKNOWLEDGEMENT

Buyer(s) have carefully read and agree to these Terms and Conditions. If any term, provision, covenant or condition of this agreement is held by a court of competent jurisdiction or an arbitrator to be invalid, void, or unenforceable, the remaining terms and provisions of this agreement will remain in full force and effect and shall in no way be affected, impaired, or invalidated.