FINE ART PUBLISHING DEALER TERMS

Effective Date: Tuesday, March 10th, 2020

When used below, “we”, “us” or “our” refer to Fine Art Publishing, LLC. “You”, “your”, “user” or “customer” refer to you, a registered dealer of Fine Art Publishing products (a “Dealer”).

AS A DEALER, BY ACCESSING ANY PART OF FINE ART PUBLISHING’S WEBSITE, WWW.FINEART.PUB (THE “SITE”) OTHER THAN ITS HOME PAGE OR THIS WEBPAGE, YOU IRREVOCABLY ACCEPT AND AGREE TO THESE DEALER TERMS. These Dealer Terms replace and supersede all prior versions as of the Effective Date written above. This does not affect liability for failure to abide by a previous version while it was in effect.

Terms of Use. The Site’s Terms of Use (the “Terms of Use”) govern your access to and use of the Site and all purchases and other matters treated in the Terms of Use. They can be accessed by clicking the link at the bottom of the Site’s home page. These Dealer Terms are “Additional Terms of Use” as defined in the Terms of Use. They supplement and are a part of the Terms of Use. These Dealer Terms and the rest of the Terms of Use, including without limitation all disclaimers of warranties and limitations of liability therein,are to be read together as one instrument. If a provision appearing in these Dealer Terms conflicts with a provision appearing elsewhere in the Terms of Use, the provision appearing here will control. The Terms of Use, including these Dealer Terms, may be changed by us at any time for any reason or no reason at all.You represent and warrant that you have read and understand the Terms of Use.

THESE DEALER TERMS ARE SUBJECT TO CHANGE AT ANY TIME BY US IN OUR SOLE DISCRETION. CHANGE SWILL BE POSTED ON THE SITE AND LINKED FROM THE SITE’S HOME PAGE. IT IS YOUR RESPONSIBILITY TO REGULARLY REVIEW THESE DEALER TERMS FOR CHANGES. YOUR ACCESS OR OTHER USE OF THE SITE BEYOND ITS HOME PAGE OR THIS WEBPAGE AFTER THE EFFECTIVE DATE OF A CHANGE CONSTITUTES YOUR ACCEPTANCE OF THE CHANGE. IF YOU DO NOT AGREE TO ANY CHANGE OR ADDITION TO THESE DEALER TERMS, YOU MUST NOT ACCESS OR OTHERWISE USE THE SITE AS A DEALER.

Application and Registration. You represent and warrant that the information provided by you during the application and registration process and thereafter is and will be true, accurate, current and complete.You represent and warrant that you are 18 years of age or older, that you have all necessary right and authority to accept these Dealer Terms and that in doing so and performing hereunder you are not violating and will not violate any applicable law, the terms of any contract, or the personal or property rights of any person. You agree not to apply or register under the name of, nor try to access the Site under,someone else’s name. We reserve the right to refuse access to or use of the Site to any user whose username we deem infringing, offensive or inappropriate.

Agency. Every individual or entity that accesses the Site or uses any of its features using your username/password shall be directly liable and shall also be deemed to be your agent for all purposes with respect to access or use of the Site, including with respect to purchases and other transactions entered into on or through the Site, and all actions (including omissions) connected with or relating to such access or use regardless of whether the actions occur online, in person, or by email or fax other means. You agree that we will have no obligation to seek, verify or confirm the identity or authority of any such person. You authorize us to rely without question on your agent’s unfettered authority to act for and on your behalf in all instances.

Licenses. We hereby grant you a limited, non-exclusive, revocable, royalty-free license for the period during which you are a Dealer to (i) market and sell at retail the products you purchase from us as a Dealer(“Fine Art Publishing Products”), and (ii) in connection with such marketing and sale, display approved images of Fine Art Publishing Products (“Fine Art Publishing Images”) and Fine Art Publishing trademarks on print advertising fliers and as catalog images on websites you own or control (the “License”). You may not sell any Fine Art Publishing Products to any person you know or reasonably should know is purchasing for the purpose of resale. The License is granted subject to the condition that you comply with all rules and guidelines we establish with respect to the licensed activities from time to time, including our Minimum Advertised Price policy. Material failure to comply will result in automatic termination of the License without notice as of the date of such failure. We reserve the right to approve in advance at our sole discretion any use or display of Fine Art Publishing Images and Fine Art Publishing trademarks upon notice to you. The License does not include a right to sublicense and cannot be assigned, and any attempted sublicense or assignment shall be void. You agree that you will not exercise or claim rights with respect to the display, marketing, distribution, sale or other use of Fine Art Publishing Products, Fine Art Publishing Images or Fine Art Publishing trademarks beyond the scope of the License. With respect to Fine Art Publishing Products, Fine Art Publishing Images and Fine Art Publishing trademarks, all rights are reserved to Fine Art Publishing and its licensors. Notwithstanding anything to the contrary, we may terminate the License without liability immediately upon notice at any time for any reason or for no reason at all. All of our rights with respect to the License inure also to the benefit of our licensors.

No Joint Venture. You are an independent, authorized reseller of our products. Being a Dealer does not establish or evidence the existence of any other relationship between you and us or between you and any of the artists whose works are reproduced or sold by us, including the relationship of partner, joint venturer, agent or representative. You may not represent otherwise to anyone, directly or indirectly.

Purchases. Except to the extent we agree otherwise in a separate written agreement with you, these Dealer Terms will govern any purchase you make from us other than as a retail customer, whether you make the purchase on or through or in connection with the Site, or in person, or by phone, email, text or any other means.

Dealer Pricing. Dealer pricing is usually, but not always, 50% of the non-discounted price we offer to our retail customers. The actual price to you of a product you purchase might not appear on any Site catalog page, but will be shown in your shopping cart. Shipping, insurance and taxes, if applicable, are additional.Because of custom orders, shipping charges, and other factors, the final invoice for a sale may be different than the original invoice provided to you on the Site. When this occurs, we will contact you by phone or email with the final invoice before processing the order and credit card or other payment. DEALER PRICING IS CONFIDENTIAL AND MAY NOT BE DISCLOSED BY YOU EXCEPT TO THE EXTENT NECESSARY FOR YOUR INTERNAL OPERATIONS OR USE OF ACCOUNTING, CONSULTING OR LEGAL SERVICES, OR IN RESPONSE TO REQUESTS OF GOVERNMENTAL AUTHORITIES OR SUBPOENA.

Minimum Purchase Requirement. In every calendar year in which you are a Dealer, you are expected to purchase Fine Art Publishing Products having in aggregate, after discounts and returns, a total wholesale sales price of $500 or more, exclusive of taxes, insurance and shipping. Failure to complete such purchases during the calendar year will result in the termination of your status as a Dealer. Neither you nor any affiliate may apply or reapply to be a Dealer within twelve months after any such termination. Notwithstanding the foregoing, if you are made a Dealer for the first time in the last three months of calendar year, you will not be subject to this minimum purchase requirement for that calendar year.

Availability of Products. We are not obligated to make all of the products we make or sell available to you for purchase and retail sale, and we may suspend or terminate availability of any product or products,or cancel any order, at any time for any reason. We reserve the right to refuse any order and to make any product or products available to some but not all Dealers.

Shipping and Returns

We will use reasonable effort to process and ship orders within 2-4 business days after acceptance, and to pack and ship each order cost-effectively. Orders may be shipped in increments unless you specifically request otherwise.Orders will be shipped to you at your address in the United States or Canada, or, at your request, will be drop shipped to your customers in the United States or Canada.

If you have an account with a carrier that has appropriate facilities in Tucson, Arizona and you authorize us to charge your shipping costs directly to your account with the carrier, we will ship using that carrier whenever feasible and charge your account with the carrier. Otherwise, we will use a carrier of our choice and will require advance payment of all costs. Unless otherwise specified in your order, shipping within the 48 contiguous states and Canada will be by standard ground transportation, and orders for delivery to Alaska, Hawaii, U.S. Virgin Islands, or Puerto Rico will ship by air. A tracking number will be provided and will constitute confirmation that an order has been shipped. No other confirmation of shipment will be provided.

We reserve the right to include or to not include a packing list in drop shipments. We will, however, use reasonable effort to include a packing list provided by you if you include with your order a separate,correct packing list for each delivery address in the order.

All risk of loss or damage passes to you upon our delivery to the carrier. We will not be liable for damage or loss occurring during shipment unless solely our fault. If a delivery arrives damaged, save the contents AND the original box and packing. Claims for lost or damaged shipments must be reported to us, as well as to the carrier, within seven days of delivery.

We will only accept product returns due to defects in workmanship or materials and will only accept those within thirty (30) days after the date we ship the product. A Return Merchant Authorization Number (RMA#) must be requested before items may be shipped back to us. Request an RMA# by calling us at(520) 274-4992. The RMA# should be placed on the outside of the box, adjacent to or on the shipping label. The RMA# is valid for 15 days. You will be required to pay return shipping costs pending confirmation of defect. C.O.D. parcels will be refused. Risk of loss shall remain with you until delivery at our facilities in Tucson, Arizona.

After receipt of a defective product and confirmation of the claimed defect, our sole obligation will be refund to you the purchase price and shipping costs you paid and to reimburse your reasonable return shipping costs. We may, upon your request and at our sole option, repair or replace the defective product,in which case we will reimburse your reasonable return shipping costs and will ship the repaired product or the replacement product to the original shipping destination at no additional charge by a carrier of our choice on a non-expedited basis.

If a product returned as defective is determined not to be defective, we will so notify you and we will hold the returned product for up to thirty (30) days pending receipt of instructions from you for shipment or disposal. Costs of shipment or disposal must be paid by you in advance. After holding a returned, non-defective product for thirty (30) days without receipt of instructions for shipment or disposal and all costs thereof, the product may be destroyed or otherwise disposed of by us at our sole option without notice to you and without cost or liability.

You must pay all shipping fees associated with refusals and address changes or errors that are not solely our fault. If a product is returned due to refusal, we will credit you with the purchase price of the product if undamaged, less a restocking fee of $25.00 for each package returned that contains no more than ten items. An additional $25.00 will be charged for packages that contain more than ten items.

Termination. Notwithstanding anything in these Dealer Terms to the contrary, we may terminate your status as a Dealer at any time for any reason or no reason at all, without notice or liability. Termination will result in the loss of all privileges of Dealer status, including all licenses granted in these Dealer Terms and all access to the Dealer Portal and any information therein. Termination will not, however, terminate your obligations under the Terms of Use or any Additional Terms of Use, including these Dealer Terms.

END OF DEALER TERMS

Click here to view our Minimum Advertised Price policy.