Distribution Program Terms & Conditions

Introduction

The Distribution Program has been designed to enable brands to offer their great products to JM Wholesale Limited’s massive number of UK & international wholesale and drop shipping customers.

The following Terms & Conditions for the Distribution Program act as an automatically agreed contract between both ‘JM’ (JM Wholesale Limited) and the ‘Brand Partner’ (the Supplier of goods). Both parties are strictly bound to these T&Cs during the course of doing business.

Non-Disclosure Statement

The ‘Brand Partner’ agrees that during or after the Term of this agreement, they will not directly or indirectly disseminate or disclose to any third-party, person, firm or entity any confidential information shared in this agreement. The only exception is to the ‘Brand Partner’s’ legal counsel.

Confidential information includes but is not limited to:

• The details and materials used in the Distribution Program.
• Any trade secrets.
• Business Plans.
• Pricing structures.
• Anything that has been strictly supplied through the process of the Distribution Program

‘JM’ is also bound by these terms so they shall not in any way disclose the ‘Brand Partner’ confidential information to any third-party.

General Outline

All of the products sent to ‘JM’ to be featured on the Distribution Program must be pre-approved prior to being shipped by the ‘Brand Partner’. Therefore, the ‘Brand Partner’ shall provide ‘JM’ with the product and brand details via email, before those goods are accepted onto the Distribution program. ‘JM’ may also require further information and media regarding the product where necessary, before accepting products.

‘JM’ will not accept products which are designed to be advertisements. For example, an E-Liquid range which promotes a Vape Shop. ‘JM’ will assess each product’s viability before being featured on the Distribution Program.

The Distribution Program is completely free of any subscription fees. There is no surcharge or extra fulfilment costs, including storage, handling or shipping.

However, a fee will apply should the ‘Brand Partner’ have any custom requirements outside of the standard receiving process. This would include barcoding, assembling, bottling, etc. The ‘Brand Partner’ must inform ‘JM’ of any such requirements prior to sending stock. This will be pre-agreed between ‘JM’ and the ‘Brand Partner’ via email before any custom practices are carried out.

All items featured on the Distribution Program will legally remain the ‘Brand Partner’s property, until they are sold and paid for by ‘JM’.

‘JM’ shall provide insurance for all products which are stored in their facility. Therefore, ‘JM’ shall be liable for any damages or shortages which occur to items whilst in their storage (excluding manufacturer defects). The ‘Brand Partner’ will be liable for the products up until the point of ‘JM’s completed ‘WRO Process’ (Warehouse Receiving Order process).

The ‘WRO Process’ is as follows:

• Acceptance of the stock from the selected shipper.
• Checking all stock for damages.
• Counting all stock to ensure there are no discrepancies.
• Supplying a custom SKU number for each of the products received
• Publish a ‘Master WRO report’ and send an email to the ‘Brand Partner’

The ‘Brand Partner’ is recommended to fill in the ‘WRO form’ provided by ‘JM’ each time they send stock, as this will avoid processing delays and discrepancies.

Upon completing a ‘WRO process’, should ‘JM’ find discrepancies between the ‘Brand Partner’s WRO and actual stock received, ‘JM’s ‘Master WRO report’ shall be accepted as final.

‘JM’ will take responsibility for any product which becomes damaged in-warehouse or in transit to customers. However, ‘JM’ cannot take responsibility for products that, due to their nature, become damaged or unsellable over time. This also strictly applies to expired products. The ‘Brand Partner’ is responsible for ensuring that any products they send to ‘JM’ have an acceptable shelf life.

Should ‘JM’ find that the products are defective, unsellable or not as described, ‘JM’ reserves the right to return all items to the ‘Brand Partner’. ‘JM’ will contact the ‘Brand Partner’ in these cases, prior to returning the goods.

It is the ‘Brand Partner’s responsibility to ensure that their products comply with all current UK laws and regulations.

‘JM’s 90-day return policy applies to all applicable products on the Distribution Program. The ‘Brand Partner’ should provide at least a 90-day warranty for their products. If the ‘Brand Partner’s product becomes faulty within 90 days, then ‘JM’ will contact the ‘Brand Partner’ and return the faulty product to the ‘Brand Partner’ if required.

‘JM’ will take responsibility for any products that are returned by ‘JM’s customers. This also includes lost or damaged items. Any products that are deemed to have been defective from the point of manufacture will be the ‘Brand Partner’s responsibility.

In the event that the ‘Brand Partner’ sends ‘JM’ excess stock, which is deemed more than necessary, then storage and processing costs will be applied. However, ‘JM’ will inform the ‘Brand Partner’ if this is the case prior to the goods being dispatched to ‘JM’.

Although the ‘Brand Partner’ is on the Distribution Program, all of ‘JM’s basic fulfilment guidelines still apply.

Distribution and Pricing

By joining the Distribution Program, the ‘Brand Partner’s products will be available to all of ‘JM’s wholesale and drop shipping customers by default. Should the ‘Brand Partner’ wish to exclude their products from either ‘JM’s wholesale or drop shipping platform, they must inform JM prior to sending the products.

The ‘Brand Partner’ must provide the following prices for all products on the Distribution Program:

• JM Price (‘JM’s cost price)
• Wholesale Price (the price that ‘JM’ will sell the product to their customers)
• RRP (where applicable)

The prices provided by the ‘Brand Partner’ must be subject to their own market research. Any products which are deemed to be unreasonably priced may be rejected by ‘JM’.

All prices must be pre-agreed before the ‘Brand Partner’ ships their products to ‘JM’s facility. They shall also be included on the WRO form.

Should the ‘Brand Partner’ require their products not to be sold under the supplied RRP, then the ‘Brand Partner’ must inform ‘JM’ of this each time a new product is sent. ‘JM’ is able to ensure that their drop shipping customers are unable to sell the products under a set price, by locking the prices on ‘JM’s drop shipping platform.

All products on the Distribution Program will be eligible for our JM PRIME service, on which customers have access to unlimited free next day and weekend deliveries within the UK.

Restocking, Marketing and Reporting

It is entirely the responsibility of the ‘Brand Partner’ to ensure that ‘JM’ is supplied with a sufficient quantity of stock at all times.

Upon account activation, the ‘Brand Partner’ will receive detailed instructions on how to check their live-stock for each product, using the Stock Checker.

Ensuring that products are always fully stocked will directly impact the revenue and marketing of the ‘Brand Partner’s products, as ‘JM’ will be unable to perform any form of marketing for products which are low or out of stock. This applies to all items, as single variations which are out of stock will still negatively affect the marketing and revenue of that whole product range.

If the ‘Brand Partner’ fails to adhere to their stock responsibilities ‘JM’ retains the right to remove all of the ‘Brand Partner’s’ products from the Distribution Program and its associated platforms with or without prior notice.

Marketing that is conducted by ‘JM’ may include but is not limited to:

• Products being listed on drop shipping sites.
• Email campaigns.
• Search Engine Optimisation.
• Trade Shows.
• Printed media.
• Pitching presentations.
• Social Media campaigns.
• WhatsApp broadcasts.

‘JM’ will generate a Main Report twice per month, which will contain dashboards, reports, itemised invoices and statements. This will provide the ‘Brand Partner’ with a detailed sales analysis for their products.

Self-Billing Agreement

As a member of the Distribution Program, the ‘Brand Partner’ will be enrolled in a 15-Day Reporting Cycle. Payment reports will be automatically generated for the ‘Brand Partner’ on the 10th and 25th of each month. The ‘Brand Partner’ will receive payments for all products sold since the previous payment date. If these dates fall on a weekend or bank holiday, the generation of the payment reports may be delayed. Payments will be processed within 5 working days of the report being generated.

The JM price (‘JM’s cost price) is the price that will be calculated and disbursed into the ‘Brand Partner’s bank account.

The disbursement of payments will be performed via self-billing. Therefore, by agreeing to these terms and using the Distribution Program, the ‘Brand Partner’ is agreeing to be self-billed for the goods which ‘JM’ distributes.

The ‘Brand Partner’ agrees to not raise invoices for any products supplied on the Distribution Program’. ‘JM’ will raise these invoices automatically and they will be attached to the ‘Main Report’. The ‘Main Report’ will have all the necessary information supplied for the ‘Brand Partners’ accounting purposes.

If the ‘Brand Partner’ is VAT registered, then they must inform ‘JM’ of any changes to their VAT status whilst on the Distribution Program.

This self-billing agreement will automatically end once all of the ‘Brand Partner’s distribution products have been returned to them and their account has been closed.

‘JM’ Self-Billing process has been set up in full accordance with the current HMRC guidelines.

EU Bank Transfers

The following terms apply in the event that the ‘Brand Partner’ is a member of the European Union, and outside of the UK.

Disbursements are sent from the ‘UK Partner’s’ business transfer account.

The disbursements will be made in Euro currency. The payment will be as near as possible to the original exchange rate at the time of the transfer.

The transfer exchange rate may increase if the transfer value is less than £100. Therefore, by default, the payments will only be made if the value is more than £100. If it is not, it will be held until the next cycle. If the funds are required regardless, the ‘International Partner’ shall notify the ‘UK Partner’ so that the ‘UK Partner’ can make the transfer at the ‘International Partner’s’  request.

The payments may take up to 1 – 3 working days to arrive.

Optional Fulfilment Service

If the ‘Brand Partner’ wishes to use ‘JM’s fulfilment service for their business then they can join ‘JM’s fulfilment service: https://jm-wholesale.co.uk/pages/fulfilment-service

Should the ‘Brand Partner’ decide to use ‘JM’s fulfilment service, the fulfilment terms and conditions apply. In this case, custom B2B and B2C prices can be offered for the ‘Brand Partner’s own products.

As a member of the Distribution Program, the ‘Brand Partner’ will receive a discounted fulfilment service. As the ‘Brand Partner’s products will already be house in ‘JM’s secure facility, free of charge, ‘JM’ will waive all storage and receiving fees for items which the ‘Brand Partner’ intends to use with ‘JM’s fulfilment service.

Should the ‘Brand Partner’ require fulfilment services, they may enquire ‘JM’ for pricing.

Ending the Agreement

If the ‘Brand Partner’ wishes to end their agreement and recall their products for any reason, the ‘Brand Partner’ shall contact their Brand Development Manager by emailing partner@jm-wholesale.co.uk

There is no minimum term contract in place for the distribution Program, so the ‘Brand Partner’ can leave at any time. However, ‘JM’ does require at least a 14-day notice before ending this agreement. This allows ‘JM’ to process any pending orders and returns for the ‘Brand Partner’s’ products.

The return shipping cost will be charged to the ‘Brand Partner’ by ‘JM’ for the recalled stock, however there will be no further processing or fulfilment cost.

However, there may be a processing and fulfilment charge applied to recalled excess stock, for which the ‘Brand Partner’ is already paying storage for.

Contact Us

As JM Wholesale Ltd is offering a brand new service in the industry, some of the finer points of the Distribution Program may be confusing. If you need any clarification, please contact ‘JM’ on partner@jm-wholesale.co.uk