1. GENERAL TERMS

1.1 Scope and Applicability
These Terms and Conditions (“Terms”) govern all agreements between Liang & Eimil (MFUK Design & Furniture Ltd) and the Reseller, under which the Reseller purchases and resells Liang & Eimil products (“Products”) to professional and end consumers under the Liang & Eimil brand.
1.2 Compliance by Third Parties
The Reseller shall ensure that any third parties involved in the resale of Liang & Eimil Products comply with these Terms.
1.3 Agreement with Trade Customers
The Reseller must require its trade customers to adhere to these Terms mutatis mutandis, ensuring compliance throughout the supply chain.

2. BRAND PRESENTATION & IMAGE CONTROL

2.1 Premium Brand Positioning
The Reseller must present Liang & Eimil Products in a digital and/or physical environment that reflects the quality, style, and exclusive image of the brand.
2.2 Brand Reputation Protection
The Reseller shall not market or promote Liang & Eimil Products in a way that could harm the brand’s reputation.
2.3 Discount Advertising Restrictions
Resellers must not promote discounted prices through visually disruptive advertisements (e.g., brightly coloured sale banners).

3. USE OF TRADEMARK

3.1 Trademark Ownership
The Liang & Eimil brand name and logo are internationally protected trademarks of MFUK Design & Furniture Ltd.
3.2 Proper Use of Trademarks
The Reseller shall not use Liang & Eimil trademarks in any manner that could dilute, harm, or misrepresent the brand’s image.
3.3 Permitted Use in Promotions
Trademarks may only be used for sales promotions in approved contexts, including website listings, advertisements, and showrooms.
3.4 Marketing Restrictions
In advertisements or digital promotions, Liang & Eimil trademarks may only be used in combination with terms such as “dealer,” “reseller,” or “point of sale.”

4. USE OF IMAGES & BRAND ASSETS

4.1 Image Copyrights
All product images and marketing materials are the exclusive property of MFUK Design & Furniture Ltd.
4.2 Approved Product Photography
Resellers must only use Liang & Eimil’s official product images and may not alter them without written permission.
4.3 Prohibited Use of Images
The Reseller shall not use unauthorised images of Liang & Eimil Products without explicit written consent.

5. ONLINE PRESENCE & DIGITAL SALES

5.1 Brand Representation on Website
The Reseller must ensure that the representation of Liang & Eimil trademarks and products on its website aligns with its sales volume for the brand.
5.2 Avoiding Consumer Confusion
The use of Liang & Eimil trademarks and branding must not create confusion about the website’s identity.
5.3 Reseller Identity Disclosure
The Reseller’s business identity must be clearly visible on its website.
5.4 Domain & Landing Page Use
Resellers may not use “Liang & Eimil” in domain names. A subpage titled “Liang & Eimil” requires written approval.
5.5 Third-Party Marketplaces
Resellers must not sell Liang & Eimil Products on Amazon, eBay, or similar platforms unless explicitly authorised in writing.

6. PRICING POLICY & MAP (MINIMUM ADVERTISED PRICE)

6.1 Recommended Retail Price (RRP)
The Supplier sets an RRP, which is recommended but not mandatory under UK competition law.
6.2 Minimum Advertised Price (MAP) Policy
To maintain the brand’s luxury positioning:
– Resellers may not advertise below the MAP price without written permission.
– Discounts must not be publicly advertised (e.g., Google Ads, social media, newsletters) without prior approval.
6.3 Prohibited Discount Practices
– Year-round discount codes are prohibited.
– Flash sales, pop-ups, or temporary discounts require written approval.
– Violations may result in suspension or termination of the Reseller agreement.

7. SELECTIVE DISTRIBUTION SYSTEM

7.1 Authorised Resellers Only
Only approved resellers who meet brand presentation and quality standards may sell Liang & Eimil Products.
7.2 Sales Territory Limitations
Resellers may not sell to regions where the Supplier has exclusive agreements. If notified, sales must cease immediately.
7.3 Sales Channel Restrictions
Products may only be sold via approved channels. Unauthorised online retailers must obtain written approval before listing.

8. STOCK MANAGEMENT & ORDER PROCESSING

8.1 Stock Availability & Ordering
– A daily stock feed will be provided.
– Stock is only guaranteed upon full payment.
8.2 Returns & Quality Control
– Returns are subject to standard terms.
– Resellers must inspect items upon receipt.
– Defects must be reported within 7 days and returned within 14 days.

9. TERMINATION OF AGREEMENT

9.1 Termination Rights
– The Supplier reserves the right to terminate this agreement with 2 days’ written notice.
– Upon termination, the Reseller must:

• Remove all products from their website immediately. Any remaining inventory must be sold without reference to the Liang & Eimil brand, using your own product descriptions and photography, and without any suggestion of an ongoing commercial relationship

• Cease all advertising and promotional activities under the Liang & Eimil brand.

• Stop using the supplier’s brand name, imagery, and IP assets across all platforms and materials.

10. GOVERNING LAW & JURISDICTION

10.1 Legal Framework
This agreement is governed by the laws of England & Wales.