Showroom Partner Terms
Responsibilities of the showroom partner
- Promote and sell MagScapes products in the agreed territory, describing them accurately (specifications, receptivity ratings, fire ratings, 10-year warranty).
- Use the MagScapes name, trademarks and brand assets only as licensed.
- Provide and fund a showroom or display space presented to MagScapes brand standards, open regularly or by appointment.
- Hold the agreed minimum stock and display, keep the sample book current, and use the room visualiser.
- Handle local customer service, returns intake and support for installers.
- Host or support events and CPD presentations, at least one a quarter [proposed].
- Send a short monthly report and a quarterly stock report.
- Make no promises beyond the MagScapes warranty, and agree custom work only with written approval.
Responsibilities of MagScapes
- Manufacture and supply products to the published specification, backed by the 10-year warranty and technical guides.
- Supply the display kit, sample books, visualiser access, training and brand assets.
- Maintain price lists in each regional currency and process orders promptly. Standard UK delivery is two working days.
- Handle warranty claims and keep partners informed of product and regulatory changes.
- Route enquiries from the partner's territory to the partner, and name a single account contact.
- Give 60 days' notice of price changes.
Sale of materials and trade pricing
- The partner buys at a trade price (25% below list on wallcoverings, adhesives and accessories [proposed]) and resells in its own name.
- MagScapes publishes recommended resale prices only. Partners set their own prices.
- Custom MagPrint work is quote-led with artwork approval, and cannot be cancelled once production starts.
- Standard unopened rolls follow the MagScapes 30-day returns policy. Cut or custom material is not returnable.
- A first sample book and display set is supplied on joining, with refreshes at cost.
Stocking materials
- Opening order: a starter assortment of wallcoverings and adhesives, plus display kit and sample books, with value set per region.
- Core range: at least two sizes each of MagLiner, MagWrite Matt and MagWrite Gloss in stock at all times.
- Store in original boxes, dry and away from heat and direct sun. Record batch numbers.
- First-in first-out rotation, with a quarterly stock report.
- The partner pays freight and, outside the UK, import duties and taxes, and acts as importer of record.
- Risk passes on delivery. Title passes when payment is received in full.
- Unopened current-range stock can be returned for 90 days after termination at 80% of the price paid.
Payment terms
- First order prepaid by pro-forma invoice. After 3 months of satisfactory trading, 30-day terms subject to a credit check and agreed credit limit.
- Invoices in the partner's regional currency (GBP, USD, CAD or EUR) at the published list, with lists reviewed quarterly.
- Late payments incur interest at the rate permitted by local law, and further orders can be held.
- Invoice queries must be raised within 14 days. MagScapes may set off any commission owed against amounts outstanding.
Liabilities
- Partners are independent businesses, not employees or partners of MagScapes, and cannot sign contracts on its behalf.
- MagScapes is responsible for manufacturing defects within the 10-year warranty. The partner is responsible for the accuracy of what it says and for specifying a suitable product.
- Installation must follow the recommended adhesives and guides. Faults caused by poor preparation, the wrong adhesive or ignored instructions are excluded.
- Published fire ratings are EuroClass. Partners must not claim regulatory compliance that is not documented.
- Partners hold public and product liability insurance, plus stock and premises cover, and professional indemnity where they specify.
- The partner bears the risk of unsold stock, subject to the buy-back clause.
- Liability for indirect and consequential loss is excluded and capped, except where the law does not allow it.
- MagScapes owns the brand, trademarks and patented technology, licensed to partners for the programme only.
Territory and exclusivity
Exclusivity is earned in stages:
- Months 0-12, non-exclusive, with registered deals protected for 6 months.
- Priority territory after the first-year purchase target is met: the partner receives all local enquiries, and MagScapes offers first refusal before appointing another showroom partner there.
- Exclusive territory, granted for 12 months at a time and renewed only while minimums are met.
- Minimums: an annual purchase value, the minimum stock range, a showroom to brand standard, one event a quarter, and a quarterly report.
- Territories are set by map. MagScapes' own website sales, national accounts, multi-site projects and house accounts are carved out, with a referral share of 5% of net sales on online orders from inside the territory [proposed].
- Exclusivity must not stop customers outside the territory buying from the partner when they approach unprompted, and MagScapes cannot fix resale prices.
Cancellation and termination
- 12-month term, renewing automatically unless either party gives notice.
- Either party can end the partnership on 30 days' written notice in the first 90 days, and on 90 days' notice after that.
- Immediate termination for an unfixed material breach (30 days to fix), insolvency, bribery or sanctions breaches, trademark misuse, or non-payment more than 30 days after notice.
- Under-performance: if targets are missed for two consecutive quarters, an exclusive territory becomes non-exclusive, or MagScapes may end the partnership on 60 days' notice.
- No new stock orders after the end date, followed by a 90-day sell-off of remaining stock. Outstanding invoices become payable immediately.
- Within 30 days of the sell-off ending, the partner removes MagScapes branding from the showroom, website and social channels.
- MagScapes continues to honour the warranty on products sold before the end date. Confidentiality survives for 3 years.