This Wholesale Agreement (“Agreement”) is made between you/your company (“Wholesaler”) and Madi Kay Designs, Inc. (“Madi Kay Designs”).
General Wholesaler Application Information
Note: By submitting an application to become a Madi Kay Wholesaler you certify that you are the owner or an authorized representative for the above business and that you qualify on all counts to be a Madi Kay Designs wholesaler, and that the transaction being made is a wholesale, tax exempt purchase for resale.
Additional Wholesaler requirements:
PAYMENTS & SHIPPING
All orders shall be placed with a credit card (MC, Visa) or other form of online/digital payment (PayPal).
Madi Kay Designs charges credit cards when wholesale items are ordered, in-stock or otherwise. In-stock items ship seven to ten (7-10) business days from order date. Your credit card will be charged for the available items and again for the shipping charge (10% freight cap) once it is ready to ship. Back ordered items will automatically be charged and shipped once they are available unless otherwise specified. The minimum shipping cost is $5 for all orders and back orders. Orders may be cancelled within three (3) business days of the order placement. If any cancellation occurs after the order has been sent to production, there is a re-stock fee of $25 per item. Changes to colors or sizes can be made with a $15 per item fee if the item was currently in production.
Madi Kay Designs makes every reasonable effort to pack only top quality merchandise using carrier approved packing materials. Madi Kay Designs is not responsible for damages in transit. All orders must be inspected upon receipt. If your shipment is damaged in transit, defective, or has missing items Wholesaler agrees to contact the carrier and Madi Kay Designs within five (5) business days of delivery. Wholesaler also agrees to save all packaging materials and product and further agrees not to cancel or contest payment or deduct from any invoice any amount due to Madi Kay Designs as a result of a damage claim. Reported damages must be sent via email along with a photo of the item(s). A call tag (return shipping label) may be issued and replacement will be sent once the returned item is in transit. All call tags expire in two (2) weeks after issuance. If for any reason, we should issue a second call tag, it will be charged to the customer. Missing items will either be replaced or credited. Madi Kay Designs is not responsible for issues reported after seven (7) days.
RETURNS / DEFECTS
As stated previously, any claim for defective or missing merchandise must be reported to Madi Kay Designs within five (5) business days from delivery. Madi Kay Designs accepts no returns on first quality merchandise for any reason. Contact Madi Kay Designs in the event Wholesaler receives defective merchandise as all returns must be approved in advance, per emailed description/photos, by Madi Kay Designs. Wholesaler agrees to keep all product or shipping materials as proof of damage.
PRODUCT SPECIFICATION & EXPECTED, NATURAL DEVIATIONS
All art/signs manufactured by Madi Kay Designs is original and hand painted on wood, tin, canvas or MDO. Each material has character differences, including but not limited to striations, inclusions, grains, knots, bends, and other naturally occurring imperfections. It is agreed by Wholesaler that natural variations do occur and should be expected. Madi Kay Designs ships items that conform to the samples shown at trade shows and on www.madikaydesigns.com (the “Web Site”).
All designs, products and content made available on the Web Site are the sole property of Madi Kay Designs. The Web Site, designs, products, images and content within are protected by copyright and intellectual property law and may not be reproduced in any form without the express written consent of Madi Kay Designs. Wholesaler agrees not to reprint, post, or copy (including electronic or digital scans) any photography, sales materials, or product designs without the advance, express written consent of Madi Kay Designs.
Any and all intellectual property rights associated with this Web Site and the Madi Kay Designs catalog (or other printed materials) including the designs, products, images and content presented herein, and any inventive concepts, know-how, publicity rights, trademarks, trade-dress, Trade Secrets, copyrights and patents (including any patent-pending items) (collectively “Intellectual Property”) are the sole property of Madi Kay Designs or third parties. Except as otherwise expressly authorized by Madi Kay Designs, Wholesaler may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property of this Web Site in any way without the express written consent of Madi Kay Designs or the appropriate third party.
MADI KAY DESIGNS
While the information Wholesaler provide will be maintained for a commercially reasonable time by Madi Kay Designs for administrative and business purposes, your personally-identifying information is never shared with any third party, other than (i) as required by law, (ii) to protect and defend the rights of Madi Kay Designs and the Web Site, (iii) as incident to a corporate sale, merger, reorganization, dissolution, bankruptcy or similar event, or (iv) in the event that a need arises to contact Wholesaler in regard to an order, a question, a customer service related matter, or as may otherwise be required by law and only to the extent that such contact is required. Comments, suggestions or other communications sent by Wholesaler to Madi Kay Designs are deemed to be non-confidential. Madi Kay Designs has no obligations of any kind in relation to such comments, suggestions, or communications and is free to use or distribute them in any way, including in relation to the administration, update, or improvement of the Web Site, without compensation to the author, sender, or any other party. By executing this Agreement and placing an order, Wholesaler signifies assent to this Privacy provision. Should Wholesaler have any privacy-related questions or concerns, Wholesaler may contact Madi Kay Designs at the Contact Information set forth on the home page of the Web Site.
Wholesaler agrees to indemnify, defend and hold harmless, Madi Kay Designs, its directors, officers, employees, assignees, and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that: (i) if true, would constitute a breach of any of Wholesaler’s agreements here under; and/or (ii) arises out of Wholesaler’s negligence, willful misconduct, or other breach of this Agreement.
This Agreement has been entered into and shall be governed by the laws of the State of Texas (without giving effect to its conflict of law provisions). All parties agree Texas courts have jurisdiction.
Each section of this Agreement shall be deemed and construed as a separate and independent section, term or condition and should any part or provision of this Agreement be declared invalid by a court of competent jurisdiction, such invalidity shall in no way render invalid or unenforceable any other section, term or condition herein.
Wholesaler understands and agrees they or their company is responsible for it’s own legal fees. If Madi Kay Designs takes any action to enforce, defend or interpret this Agreement and these terms and conditions, Madi Kay Designs is entitled to recover from Wholesaler, and Wholesaler agrees to pay, all reasonable attorneys’ fees and any costs whether in litigation or otherwise, in addition to any other relief at law or in equity to which Madi Kay Designs may be entitled.
Madi Kay Designs reserves the right to modify the terms and conditions contained herein. Clerical or computer errors are subject to correction. No action, omission or course of conduct shall constitute a waiver of any of the terms and conditions hereof, unless such waiver is specified in writing by Madi Kay Designs and then, only to the extent so specified.
THE PRIVILEGE OF NET 10, 15, 30 OR NET 45 AND ZIP CODE PROTECTION
Terms are offered to customers who have submitted satisfactory credit references for second and subsequent orders. Net terms, according to our interpretation, means payment is due, in our office, 10, 15, 30 or 45 days from the ship date. Future in-house orders will not be released for production/shipment until all past due outstanding balances are paid in full and received in our accounting department. Should it be necessary to refer the account balance to a licensed collection agency or attorney for legal action, all subsequent charges and legal fees shall be paid by the applicant. We also offer zip code protection in Wholesaler’s location, if there is not a store already protected in the area, and Wholesaler’s yearly sales are $10,000 or over.
Our MAP is double the wholesale price and our products cannot be sold for a lesser value.
BY SIGNING BELOW, WHOLESALER AGREES THEY HAVE READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS DESCRIBED HEREIN. AN EXECUTED AGREEMENT MUST BE SUBMITTED WITH EVERY ORDER SUBMITTED.
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|Store Shipping Address|
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|Attached Resale Certificate?||Circle: Yes No|
|What kind of business do you own? Interior Design, Photographer, etc? (Describe Below)|
|Madi Kay Designs|
Notice: 2005-2017 Madi Kay Designs, Inc. Patent rights issued and/or pending. The distinctive design and Logos of Madi Kay Designs are a trademark of Madi Kay Designs, Inc.