TERMS AND CONDITIONS OF BUSINESS
YOUR SUBMISSION OF ANY MATERIALS TO 2424 VINYL LLC, FOR REPRODUCTION OR OTHER SERVICES, OR ORDERING OF ANY SERVICES OR OTHER MATERIALS FROM 2424 VINYL LLC CONSTITUTES AGREEMENT BETWEEN (“Customer”), AND 2424 VINYL LLC ON THE FOLLOWING TERMS AND CONDITIONS. ADDITIONAL COPIES OF THIS FORM MAY BE REQUESTED BY
CUSTOMER AT ANY TIME. STANDARD TERMS AND CONDITIONS FOR PRODUCTION OF WHAT ARE HERE-FORTH REFERRED TO AS PRODUCTS (“Products”) AND SERVICES (“Services”), INCLUDING BUT NOT LIMITED TO: VINYL RECORDS, FLASH MEDIA, PRINT, PACKAGING, OR ANY OTHER MATERIAL OR SERVICE PROVIDED BY 2424 VINYL LLC.
This Purchase Agreement contains the entire agreement between 2424 Vinyl LLC and Customer concerning any and all Services and Products provided by 2424 Vinyl LLC to Customer hereunder. This Purchase Agreement shall supersede any prior oral or written understandings, representations and warranties (including any terms and conditions which may appear on Customer’s order form) between 2424 Vinyl LLC and Customer, and may not be amended except pursuant to a written document signed by both parties. This document is incorporated into and subordinate to the Terms and Conditions posted at www.2424vinylpressing.com In the event of a conflict between this document and the Terms and Conditions, the latter shall apply.
1. Acceptance. This Purchase Agreement will be accepted only at 2424 Vinyl offices in Detroit, MI upon: (1) written confirmation from an authorized representative of 2424 Vinyl or (2) shipment by 2424 Vinyl of goods in accordance with the terms set forth herein. 2424 Vinyl reserves the right to refuse acceptance of any Purchase Agreement or Purchase Order for any reason.
2. Prices, Orders and Shipments. All orders are subject to the terms and conditions detailed on any and all of the following 2424 Vinyl documents: Customer Quotation, Order Form and Credit Application. Prices to be charged for Products and Services provided to Customer hereunder shall be as agreed upon at order placement. Order cancellation requests must be made prior to when processing or manufacturing has begun, and will only be granted upon 2424 Vinyl acknowledgment of such cancellation request. Any order changes requested after job has entered production will only be honored a) if the finished Product has not been partially or fully manufactured; and b) upon issuance to Customer of a revised estimate from 2424 Vinyl acknowledging and agreeing to the requested change order. Any and all claims arising from requested order changes and/or order cancellations shall only be valid with a revised estimate from 2424 Vinyl, acknowledging and agreeing to the change and/or the cancellation as well as written or digital acknowledgement of order change or cancellation by both 2424 Vinyl and Customer. Customer is fully responsible for all charges incurred on any orders placed and not properly changed or cancelled, including any orders or shipments refused by Customer at time of delivery (provided that the refused shipment contains the items originally ordered by Customer). Costs given at time of order placement for artwork processing, film processing, audio mastering, authoring, material or product overruns (within a range of +/- 10% of ordered quantity), and freight costs are estimates only and are subject to change; actual charges incurred will be reflected in full on final invoice. Additionally, ship dates provided by 2424 Vinyl are estimates as well, and not guaranteed. Customer can elect expedited shipping, but 2424 Vinyl is not responsible for the increased cost of elective expedited shipping resulting from project delays or issues. 2424 Vinyl is not responsible for any losses or damages resulting in project delays or issues. All shipments to Customer will be F.O.B (free on board). 2424 Vinyl facility; shipping charges and risk of loss in transit shall be Customer’s sole responsibility unless otherwise noted in writing by 2424 Vinyl. 2424 Vinyl reserves the right to make partial shipments when necessary. Unless otherwise noted, 2424 Vinyl reserves the right to fulfill and charge for Customer‘s Product order quantity (including both finished goods and materials used to fulfill finished goods) within a range equal to +/- 10%. Completed weight of vinyl records may vary within +/- 10% of ordered weight. Return authorizations must be furnished in writing by a 2424 Vinyl Project Manager or representative prior to return of any finished product. Return authorization number and/or form will accompany any Customer returns. Customer agrees he or she holds all rights to manufacture and distribute all components of order and must provide appropriate documentation of these rights. 2424 Vinyl reserves the right to hold all Product until such documentation can be supplied.
3. Payment Terms. Final invoice (with all shipping costs) will be issued upon shipment of Products, unless shipment is delayed, deferred or canceled by Customer, in which case a partial invoice will be issued for Products manufactured. Charges for Services performed by 2424 Vinyl hereunder shall be invoiced upon completion of those services. Customer shall be responsible for all local, state, federal or other governmental charges for sales, use, manufacturing, excise and similar taxes associated with the production of Products and performance of services hereunder (other than taxes on 2424 Vinyl net income) in addition to other charges hereunder. All payment for Products and Services due at onset of production of Products and Services, unless otherwise noted. If credit terms are granted, payment is due within thirty (30) days of invoice date unless otherwise agreed upon in writing by 2424 Vinyl. First- time orders must be paid with secured funds (such as bank transfers, money orders, credit cards or cashier’s checks) unless otherwise agreed upon in writing by an authorized representative of 2424 Vinyl. Claims for adjustments in amounts due to 2424 Vinyl must be presented to 2424 Vinyl in writing within two (2) business days from the date of invoice. A late charge at the rate of two percent (2%) per month (24% annually) may be charged for all amounts past due. Any credit on Customer’s account must be claimed or used within 12 months from the shipping date of the goods to which the credit relates. 2424 Vinyl shall have a security interest in Products produced for Customer until all amounts due hereunder are paid in full. If payment in full has not been received on any order, 2424 Vinyl reserves the right to delay or withhold shipment of any subsequent order, or, upon thirty (30) days written notice to Customer of its intent to do so, to auction, sell, or liquidate any or all components comprising the subsequent order in an effort to recoup Customer's past due amounts. Customer agrees to pay 2424 Vinyl all costs of collection, whether or not suit is instituted, as well as any and all royalties or licenses that may be necessary to facilitate the liquidation of Customer's undelivered order.
4. License. Customer grants 2424 Vinyl LLC a worldwide, royalty-free, non-transferable license to reproduce and distribute copies of Materials (as hereinafter defined) to the extent necessary for 2424 Vinyl LLC to perform its obligations under this Purchase Agreement.
5. Warranty, Disclaimer and Limitation of Liability. 2424 Vinyl LLC warrants that Products manufactured under this Purchase Agreement will be free from manufacturing defects in accordance with general industry standards for a period of one year from the date of shipment by 2424 Vinyl. As Customer’s sole remedy, and as 2424 Vinyl's sole liability, for breach of this warranty, 2424 Vinyl will, at its option, replace, or discount or refund the amount paid by Customer to 2424 Vinyl for any Products that are returned to and found defective by 2424 Vinyl. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS PARAGRAPH, 2424 VINYL DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (2424 VINYL DOES NOT WARRANT ANY CONTENT PREPARATION SERVICES AND THE PRODUCT THEREOF UNLESS SUCH SERVICES HAVE BEEN CONTRACTED BY 2424 VINYL. 2424 VINYL MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE EFFECTIVENESS OF ANY ELECTIVE COPYRIGHT PROTECTION OR SIMILAR PROCESSES AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY EFFECT THEY MIGHT HAVE ON THE PERFORMANCE OF THE CUSTOMER'S FINISHED PRODUCTS. IN NO EVENT SHALL 2424 VINYL LLC BE LIABLE FOR, AND CUSTOMER EXPRESSLY WAIVES ANY CLAIM FOR, YOUR SUBMISSION OF ANY MATERIALS TO 2424 VINYL LLC, FOR REPRODUCTION OR OTHER SERVICES, OR ORDERING OF ANY SERVICES OR OTHER MATERIALS FROM 2424 VINYL LLC CONSTITUTES AGREEMENT BETWEEN (“Customer”), AND 2424 VINYL LLC ON THE FOLLOWING TERMS AND CONDITIONS. ADDITIONAL COPIES OF THIS FORM MAY BE REQUESTED BY CUSTOMER AT ANY TIME. STANDARD TERMS AND CONDITIONS FOR PRODUCTION OF WHAT ARE HERE-FORTH REFERRED TO AS PRODUCTS (“Products”) AND SERVICES (“Services”), INCLUDING BUT NOT LIMITED TO: VINYL RECORDS, FLASH MEDIA, PRINT, PACKAGING, OR ANY OTHER MATERIAL OR SERVICE PROVIDED BY 2424 VINYL LLC.
INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES,INCLUDING, BUT NOT LIMITED TO LOST DATA, PROGRAMS, OR OTHER INFORMATION OR LOST PROFITS.
Per Section 2, production timelines and ship dates are estimates and are not guaranteed. 2424 Vinyl is not responsible for any losses or damages resulting from production or shipping delays. Furthermore, 2424 Vinyl makes no warranty and assumes no liability of media playability issues as a result of hardware issues with computers, laptops, disk drives, turntables, or other mechanical parts created in the future. Not withstanding, any other provision of this Purchase Agreement to the contrary, and in no event and under no circumstances, including, but not limited to, the incurrence by the Customer of damages due to loss of data, programs, or other information, damages due to business interruption or, damages due to a delay or the failure of delivery, shall 2424 Vinyl's liability to Customer under any theory exceed the amount paid by Customer to 2424 Vinyl pursuant to 2424 Vinyl invoice(s) for the related Services or Products. No action, regardless of form, arising out of any claimed breach of this Purchase Agreement or transactions under this Purchase Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
6. Materials Provided By Customer. For purposes of this Purchase Agreement, “Materials” means all items delivered to 2424 Vinyl in whatever form by or for Customer for use in connection with the production, printing and/or packaging of Materials hereunder into Products, including, without limitation, master media, artwork and packaging materials.
a. Customer shall retain title to all Materials, including the content of such Materials. Customer warrants that it owns all Materials and has the right to deliver all Materials to 2424 Vinyl. Customer also warrants that it owns all copyrights in the contents of Material (including without limitation any computer code embedded therein) or has the unrestricted right to permit 2424 Vinyl to perform the services requested hereunder. Customer warrants that the Materials do not contain any obscene or objectionable matter. Customer agrees to indemnify, defend and hold 2424 Vinyl harmless from and against any and all actions, suits, claims, liabilities, damages, losses and expenses (including attorneys’ fees) arising directly or indirectly out of or in connection with any claim that the services rendered or product manufactured for Customer by 2424 Vinyl violate any local, state, or federal law, rule or regulation or violate any rights (including copyrights) of third parties, including without limitation, any liability for slander, defamation, invasion of privacy, or infringement of any patent, copyright, trademark, or other proprietary right of third party.
b. If Customer is to provide artwork to 2424 Vinyl in connection with the printing or packaging of any Materials hereunder, such artwork must be received by 2424 Vinyl prior to the commencement of work by 2424 Vinyl. If Customer is to provide Materials for the final packaging of completed Products manufactured hereunder, such Materials must be received by 2424 Vinyl not more than one (1) week after the delivery of the applicable master media to 2424 Vinyl, or within a timetable provided in writing and agreed upon by an authorized representative of 2424 Vinyl LLC.
c. Customer is solely responsible for delivering Materials to and retrieving Materials from 2424 Vinyl hereunder. At Customer’s request and sole risk, 2424 Vinyl will store Materials as long as 2424 Vinyl is providing services hereunder, at any place that 2424 Vinyl deems appropriate. Customer is responsible for insuring supplied Materials against damages; 2424 Vinyl does not insure supplied customer Materials. During such period, a storage charge may be assessed. After a period of nine (6) months from last Order pressing or manufacturing iteration, a storage charge will be assessed until Customer retrieves such Materials from 2424 Vinyl. Customer is responsible for removal of all Materials within thirty (30) days of notification by 2424 Vinyl. If Customer fails to remove Materials as requested, 2424 Vinyl shall have the right to destroy, erase, or make any other disposition of such Materials without liability to Customer or any other person, at Customer’s expense. Costs to dispose Materials are subject to change, and available upon request by a 2424 Vinyl customer representative.
d. Master Content Materials (including but not limited to CDs, DVDs, or digital files) provided to 2424 Vinyl by the Customer are retained by 2424 Vinyl for an unspecified length of time sufficient to begin manufacturing; master materials are not returned to Customer. Customer is solely responsible for making and keeping any backups, copies or original versions of any supplied digital master Materials for replacement in case of loss or damage prior to the job, as a backup copy for Customer’s personal use and for safekeeping after the mastering process concludes.
7. 2424 Vinyl's Rights in Tooling, Programs, Specifications and Data. 2424 Vinyl shall retain title to all tooling, including masters, stampers, and other tooling, produced by or for 2424 Vinyl. 2424 Vinyl shall also retain all rights in computer programs, audio recordings, specifications, or data developed by 2424 Vinyl in or for the performance of this Purchase Agreement, notwithstanding whether such computer programs, recordings, specifications or data were developed by 2424 Vinyl for Customer or otherwise.
8. Export. Customer agrees not to export any product manufactured for it by 2424 Vinyl in violation of any export control laws, rules or regulations.
9. Risk of Loss. Products manufactured by 2424 Vinyl for Customer shall remain the property of 2424 Vinyl until shipment to Customer pursuant to Paragraph 2. Upon Customer's request, and at the Customer's sole risk, finished Products will be held by 2424 Vinyl at no charge for up to thirty (30) days following Customer's notification of order completion provided in writing or electronically by an authorized representative of 2424 Vinyl or invoice date, whichever comes first. 2424 Vinyl will not be liable for any loss and / or damage that may occur to Products during this time. In the event that Products manufactured by 2424 Vinyl per Customer's purchase order remain in 2424 Vinyl possession beyond the thirty (30) day period following order completion, 2424 Vinyl will provide Customer with written notice that Customer's product is at risk of being destroyed and/or disposed of. If, after thirty (30) days, Customer has not responded to 2424 Vinyl's written notice, 2424 Vinyl may impose a storage charge, or destroy and/or dispose of Customer's Products without any liability.
10. Confidentiality. If Customer discloses confidential information to 2424 Vinyl and clearly identifies such information in writing as “confidential,” 2424 Vinyl shall use reasonable care to ensure that such information is disclosed only to 2424 Vinyl employees or service providers requiring access to such information to render the Services or manufacture Product requested by Customer. Nothing herein shall limit 2424 Vinyl's right to use or disclose information that (a) becomes available to the public without fault of 2424 Vinyl; (b) is lawfully acquired by 2424 Vinyl from a third party; (c) is in the possession of 2424 Vinyl at the time of disclosure by Customer; or (d) is developed by or on behalf of 2424 Vinyl by persons who have not received Customer‘s confidential information.
11. Force Majeure. 2424 Vinyl will not be responsible for failure to fulfill its obligations under any Purchase Agreement if such failure is caused by circumstances beyond the reasonable control of 2424 Vinyl or its suppliers or contractors, including but not limited to acts of God, unavailability of materials or services, equipment failures, freight interruptions, strikes or other labor disturbances.
12. Severability. If any provision in this Purchase Agreement is found to be invalid, unenforceable or void by a court of competent jurisdiction, such provisions shall be deemed to be severed from this Purchase Agreement, and the remaining provisions will remain in full force and effect.
13. Governing Law. This Purchase Agreement shall be governed by and constructed in accordance with the laws of the State of Michigan. Any suit or action by Customer against 2424 Vinyl LLC shall be brought exclusively in the state or federal courts in Detroit, Michigan.
14. Any controversy or claim arising out of or relating to this Purchase Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any such arbitration shall take place in Detroit, Michigan, and the parties specifically waive any claims as to venue, jurisdiction or forum for non-convenience.
BY AGREEING TO THIS DOCUMENT THE CUSTOMER REPRESENTS THAT HE/SHE HAS READ THE FOREGOING TERMS AND CONDITIONS OF DOING BUSINESS AND AGREES THAT SERVICES RENDERED AND MATERIALS FURNISHED SHALL BE GOVERNED BY THE ABOVE TERMS AND CONDITIONS; THESE TERMS AND CONDITIONS CAN ONLY BE MODIFIED BY AN INSTRUMENT IN WRITING SIGNED BY 2424 VINYL.
2424 Vinyl LLC
2424 Bellevue St. Detroit, MI 48207
Label / Artist Representative
_________________________________________
Representative