Northstar Designs LLC/65 MCMLXV Wholesale Agreement


Wholesale Agreement and Terms of Sale


This Wholesale Agreement “Agreement” is made between you or your company and Northstar Designs LLC “65 MCMLXV” upon execution and delivery by fax or email to 65 MCMLXV. Your submission of this Wholesale Application indicates that you agree to the terms of the following Wholesale Agreement:


To qualify for wholesale purchases, you must be a valid retail business,  you must submit a copy of your resale exemption certificate and an executed copy of this Agreement with your order form. This agreement is required for first time orders only. By placing an order with 65 MCMLXV and providing the resale exemption certificate, you are representing that you are the owner, agent or representative of a currently valid retail business and that the transaction being made is a wholesale, tax exempt purchase for resale. All sales are final.


65 MCMLXV offers two Wholesale Account purchase options, based on volume, as outlined below. Once you establish your account at a certain level, you may change your Wholesale Account level by making the minimum initial order at the level required for the desired Wholesale Account. All subsequent orders must then match the minimum reorder for that level.
Wholesale Level 1                                                Wholesale Level 2
Minimum initial order $500                             Minimum initial order $1,000
Minimum reorder $250                                     Minimum reorder $1,000


Products or goods purchased from 65 MCMLXV shall only be sold at the manufacturer’s suggested retail price (MSRP). In the event the Wholesale Account chooses to place the products or goods for sale at a discount, the Wholesale Account shall not discount the products more than 20% below MSRP.
Permission for special sale events beyond the 20% discount by the Wholesale Account must be requested in writing to 65 MCMLXV and will typically be granted on a semiannual basis.


No products or goods purchased from or produced by 65 MCMLXV shall be resold by or through any on-line auction or online store (such as Ebay, Amazon or other similar sites) without the express, written authority of 65 MCMLXV. If Wholesale Account is planning to sell products produced by 65 MCMLXV in an online marketplace/store, it must be owned by the entity applying for a Wholesale Account and listed on the Wholesale
Application to be approved by 65 MCMLXV.


65 MCMLXV will make available images that you might require for your print and online presence. Should you require any additional images, please contact us. Any imagery you provide yourself must be approved prior to use (please allow adequate lead-time for approval; two weeks is recommended).


All products, designs and any materials made available on the website are the sole property of 65 MCMLXV designs. The website, products, images, designs and content are protected by copyright and intellectual property law and may not be reproduced in any form without the express written consent of 65 MCMLXV. You hereby agree 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 65 MCMLXV.


Any and all intellectual property right associated with this website including the products, images, designs 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 65 MCMLXV. Except as otherwise expressly authorized by 65 MCMLXV, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit or distribute the Intellectual Property of this website in any way without the express written consent of 65 MCMLXV.


Your privacy is important to us. To better protect that privacy, 65 MCMLXV is providing this notice to explain how we collect, use and store data. The only data we collect, use and store is information you affirmatively provide to us via email when placing an order by using the order form found on the website and your resale exemption certificate. We do not collect data about you through the website nor do we use cookies or track IP addresses.
While the information you provide will be maintained for a commercially-reasonable time by 65 MCMLXV 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 65 MCMLXV and the website, {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 you 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 you to 65 MCMLXV are deemed to be non-confidential. We have no obligations of any kind in relation to such comments, suggestions or communications and are free to use or distribute them in any way, including in relation to the administration, update or improvement of the website without compensation to the author, sender or any other party.
By executing this Agreement and placing an order, you signify your assent to this privacy provision. Should you have any privacy-related questions or concerns, you may contact 65 MCMLXV at the contact information set forth on the home page of the website.
Any Wholesale Account who distributes 65 MCMLXV goods and products to any entity for re-sale must require their customer to strictly adhere to these same Wholesale Account guidelines as set forth in this Wholesale Agreement. Any Wholesale Account who does not enforce these guidelines with their own re-sale customers will be subject to termination of this agreement.


At this time, 65 MCMLXV is not extending credit terms. All orders must be accompanied by pre-payment. We accept credit card payment online via our website. For orders over $1,000.00 we can accept a credit card via phone. We do not accept checks. All orders shall be placed with a credit card through Northstar Designs LLC’s PayPal account.
65 MCMLXV will charge your credit card at the time of your order for the entire purchase price of the order, including all shipping and processing charges. Delivery is typically within 1 to 2 weeks of order. By providing a credit card number and expiration date on the order form, you are irrevocably authorizing 65 MCMLXV to charge the credit card for the entire purchase price at the time of production. Orders may be cancelled within three {3} business days from the time you place your order.
Deliveries against this order are subject to credit approval by the Seller's credit department and/or its factor at the time of shipment. Seller or its factor may, at any time and from time to time, at its sole discretion, limit or cancel credit of the buyer as to time and amount, and as a consequence, may require anticipation or demand paymentin cash for delivery of any untitled portion of this order.


All products come packaged in a poly bag and may require additional folding and packaging prior to resale.


Items will not be shipped until full payment is received. No COD orders. We use USPS, FedEx, or UPS Ground shipping, based on cost affordability, unless you specify/request a quicker mode of shipping. On all orders, we include the cost of packaging materials and handling fees in your shipping total. Terms are FOB shipping and title passes to Buyer upon delivery to Buyer or the carrier.


Any claim for defective merchandise must be reported to 65 MCMLXV within forty-eight {48} hours of delivery. In the event you receive defective merchandise, you must contact 65 MCMLXV in advance and all returns must be approved by 65 MCMLXV in advance, 65 MCMLXV does not accept returns on first quality
merchandise for any reason. We endeavor to protect your reputation, and ours; if you or your customer finds an issue related to printing or manufacturing defects during the first 60 days, we will work with you to find a resolution.


65 MCMLXV will make every commercially reasonable effort to pack only first quality merchandise with carrier approved packing materials. 65 MCMLXV is not responsible for damage in transit. 65 MCMLXV does not insure packages with the carrier. If you would like to insure your package{s}, contact 65 MCMLXV at the time you place your order. If your shipment is damaged in transit, you agree to contact the carrier and 65 MCMLXV within forty-eight {48} hours of delivery. You also agree to save all packaging materials and product. You further agree not to cancel or contest payment or deduct from any invoice any amount due to 65 MCMLXV as a result of a damage claim. The carrier will conduct an investigation for the damage claim and they and/or 65 MCMLXV will contact you once the investigation is concluded to resolve the issue.
Wholesale Account agrees that 65 MCMLXV makes no warranty, express or implied, as to the merchantability of 65 MCMLXV products. Wholesale Account also agrees that 65 MCMLXV is not liable for any misuse or misrepresentations of the goods by the Wholesale Account or the final retail purchaser or consumer, and indemnifies 65 MCMLXV for any legal actions that emanate from such actions.


You agree to indemnify, defend and hold harmless 65 MCMLXV, it’s directors, officers, employees, assignees, 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 your agreements hereunder; and/or {ii} arises out of your 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 New York {without giving effect to its conflict of law provisions}. All parties agree New York 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.


You understand and agree that you are or your company is responsible for your or its own legal fees. If  65 MCMLXV takes any action to enforce, defend or interpret this Agreement and these terms and conditions, 65 MCMLXV is entitled to recover from you, and you agree 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 65 MCMLXV may be entitled.


65 MCMLXV 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 condition hereof, unless such waiver is specified in writing by 65 MCMLXV and then, only to the extent so specified.
No waiver, amendment or modification of this agreement by Seller shall be effective unless in writing and signed by the Seller. No failure or delay by Seller in exercising any right, power or remedy shall operate as a waiver of the right, power or remedy. No waiver of any term, condition or default of this agreement by Seller shall be construed as a waiver of any other term/condition or default.