MEDIA TECHNOLOGIES INC. ("AMTECH")
STANDARD TERMS AND CONDITIONS OF SALE
1. Authorization of work: ANALOGUE MEDIA TECHNOLOGIES Inc. ("AMTECH")
will perform work or provide services with respect to any related master material
("Duplication Material"), related packaging material ("Package Material") and/or
films, screens or other related labeling material ("Labeling Material"), only
upon receipt at its offices of a purchase order or written authorization relating
to such work or services signed by the Owner of such Duplication Material or his
duly authorized representatives. AMTECH reserves the right to produce and bill
for production overruns up to ten percent over the Customer's order for Product.
AMTECH will consider all The Customer orders complete for shipments of ninety
(90) percent or more of total quantity ordered.
2. License of Master Recordings
and Materials: The Customer hereby grants to AMTECH and AMTECH hereby accepts
from The Customer, a non-exclusive license to manufacture the product from the
Master Recording(s) identified on this order and to use any related photographs,
biographical material, label data, or album cover artwork, or any other materials
provided to AMTECH hereunder by The Customer, for that purpose.
and shipping terms: Prices are FOB our plant (unless otherwise stated in writing)
and are subject to change without notice. Shipment is by regular ground service
unless otherwise specified by The Customer. AMTECH is not legally responsible
for loss or damage once any product has left our premises. The transport company
offers CAN$100 insurance per shipment and we supplement this with general cargo insurance on our corporate policy for losses OVER CAN$1000. If the
merchandise is damaged, it is imperative that The Customer immediately state this
in writing on the waybill. Your signature on the waybill releases the carrier
and AMTECH from any liability. You must advise us in writing before shipping if you want to purchase
additional insurance from the courier or trucking company.
4. Terms of payment:
All amounts are due according to the payment terms stated, which may include the
provision of a Letter of Credit in form and substance satisfactory to AMTECH.
AMTECH reserves the right, among other remedies, either to terminate this Agreement
or to suspend further deliveries upon failure of The Customer to make any payment
as herein provided. Should any amount remain outstanding after its due date, interest
shall run on said amount from the initial billing date at the rate of one and
one-half percent per month (18% annum) and shall accrue monthly. Notwithstanding
the foregoing, AMTECH may, at its sole discretion, require part or full payment
in advance for any work or services to be performed, or may require such security
or guarantee of payments as it may in its discretion see fit. In addition to the
foregoing, The Customer shall pay any or all costs, fees, charges or expenses
of every nature (expressly including reasonable legal fees) incurred by AMTECH
in recovering any amounts owed to it by The Customer. In addition to the purchase
price, The Customer shall pay AMTECH the amount of all governmental taxes, excises
and/or other charges (except taxes on or measured by net income) that AMTECH may
be required to pay with respect to the production, sale and transportation of
any Duplication Material, Packaging Material, Labeling Material or Product delivered
hereunder, except where the law otherwise provides.
5. AMTECH's warranty of
product: The following warranty is the sole warranty given by AMTECH to The Customer
in respect of the work or services to be performed or provided by AMTECH and excludes
the application of any other warranty or guarantee of any nature whatsoever, whether
legal, conventional or customary. AMTECH warrants that material produced and delivered
by AMTECH hereunder meets AMTECH's standard specifications for the material or
such other specifications as have been expressly made a part of this Agreement
and that such material is adequately contained, packaged and labeled. If any compact
disc or other material produced by AMTECH (" Product") from or through the use
of Duplication Material, Packaging Material or Labeling Material is found to be
defective in quality, or is shipped or labeled in error, AMTECH will replace or
repair such defective Product and/or correct such error in shipment or labeling
at its own expense, on the condition that: a) written notice of such defect or
error is received by AMTECH at its office within ten days after its arrival at
destination; and b) the defect or error did not result from a defect or error
in the Duplication Material, Packaging Material and/or Labeling Material supplied
by or on behalf of The Customer. If said notice is not received by AMTECH within
the delay indicated above, AMTECH will be deemed to be released from any and all
liability. The Customer shall return any defective Product to AMTECH should AMTECH
so request. AMTECH's liability for breach of warranty hereunder is limited solely
to the replacement or the repairs, as the case may be, of defective Product which
shall be returned to AMTECH's plant or to any licensed dealer of AMTECH for such
purpose as required. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND ARE IN LIEU OF
ALL OTHER WARRANTIES (WHETHER WRITTEN, ORAL, OR IMPLIED) INCLUDING WARRANTY OF
MERCHANTABILITY IN OTHER RESPECTS THAN EXPRESSLY SET FORTH ABOVE AND WARRANTY
OF FITNESS FOR A PARTICULAR PURPOSE.
6. Delivery Times: Unless otherwise stated
on this order, and agreed upon in writing, delivery times are estimates.
Storage of duplication material, packaging material and labeling material: AMTECH
will store Duplication Material, Packaging Material and Labeling Material without
charge to the Customer for a maximum of six (6) months following the last order
placed by The Customer. Without prejudice to any other rights which AMTECH might
posses under these terms and conditions, AMTECH may, at its option, after the
expiry of said six (6) month period and after having given thirty (30) days' written
or verbal notice to The Customer: i). return the Duplication Material, Packaging Material
and/or Labeling Material to The Customer at the address indicated on the last
order placed by The Customer at the latter's expense; ii). store the Duplication
Material, Packaging Material and/or Labeling Material at The Customer's expense,
subject to such storage charges as AMTECH may from time to time determine; iii).
destroy the Duplication Material, Packaging Material and/or Labeling Material
the whole without any liability on AMTECH's part. If the amount of packaging material
remaining is less than three hundred (300) units, this stock may be discarded without notice. Customer property stored in our premises is not insured and is stored strictly
at the customer's risk. Any packaging material in storage for more than twelve (12) months from the client's last order may be discarded without notice and without any liability on AMTECH's part. Any masters or artwork in storage for more than one (1) year from the client's last order may be discarded without notice and without any liability on AMTECH's part.
8. Termination: Customer orders for products not yet
manufactured by AMTECH may be terminated by either party upon 30 days written notice.
The Customer will be responsible for all costs incurred by The Company related
to pre-manufacturing or manufacturing of any product, prior to receipt of notice
of termination. After such termination, The Customers' original materials and
any completed product may be delivered to The Customer only after all sums owing
to AMTECH have been paid in full by cash or certified check.
of liability: Any or all work performed by AMTECH for the benefit of The Customer
is performed at the sole risk of The Customer. Except as expressly set forth above,
AMTECH does not in any way warrant or guarantee and is in no way responsible for
the quality of service provided by AMTECH, the results of any work or services
provided by AMTECH or any delays in providing such services or any damages or
loss of any kind (including loss, destruction, or partial or full deterioration
of Duplication Material, Packaging Material or Labeling Material) due to any cause
whatsoever, including, without limiting the generality of the foregoing, damages
due to: the method of work employed by AMTECH; the quality of services provided
by AMTECH; negligence or error by AMTECH or by any of its employees; faulty maintenance,
defective machinery or faulty equipment, notwithstanding the fact that AMTECH
is or should be aware of any of the foregoing; and fire, theft, vandalism or any
fortuitous event or force majeure or other event outside the control of AMTECH.
Moreover, AMTECH is not responsible for any loss of revenue or profit or other
financial damages of any kind whatsoever, whether direct or indirect, suffered
by The Customer for any reason referred to above. The Customer shall indemnify
and hold AMTECH harmless from and against any damage, loss, liability or expense
claimed by a third party arising from any cause whatsoever, including negligence
on the part of AMTECH. AMTECH shall not be liable under any circumstance for consequential
or incidental damages or lost profits.
10. Representations and warranties of
customer: The Customer represents and warrants, throughout any period of time
in which services of AMTECH are required, that it is the sole owner of any Duplication
Material, Packaging Material or Labeling Material remitted to AMTECH or that it
has the right and authority to reproduce said Duplication Material, Packaging
Material or Labeling Material. The Customer further represents and warrants that
any work performed on said Duplication Material, Packaging Material or Labeling
Material by AMTECH will not constitute a breach of ownership rights or an infringement
of any patent, trade or service mark or copyright of any third party, wherever
located. The Customer shall remit to AMTECH written evidence of its rights in
accordance with the requirements of all applicable law. The Customer shall indemnify
and hold AMTECH harmless from and against any damage, loss, claim, liability or
expense arising out of any breach of the above-stated representations and warranties.
11. Security: As security for any and all amounts owing by The Customer to
AMTECH, The Customer shall be deemed to have pledged to AMTECH all Duplication
Material, Packaging Material, Labeling Material and Product ("Pledged Property"),
whether or not said amounts are related to work or services performed with respect
to the Pledged Property. In the event of default of payment in accordance with
the terms of paragraph 4, AMTECH shall be entitled to retain the Pledged Property
until paid in full and shall be entitled to exercise its rights in the Pledged
Property as a holder of a security interest under the Uniform Commercial Code
or any other applicable law.
12. Credit approval: Shipments, deliveries and
performance of work shall at all times be subject to the approval of AMTECH's
credit department. The Seller may at any time time decline to make any shipment
or delivery or perform any work except upon receipt of payment or upon terms and
conditions satisfactory to such department. Payment must always be received before
11:59 AM Eastern Standard Time to ensure shipping that same day.
majeure: Neither party shall be liable for its failure to perform hereunder due
to any contingency beyond its reasonable control, including, without limitation,
delays by subcontractors or suppliers. The party whose performance is prevented
by such contingency shall have the right to omit during the period of such contingency
all or any portion of the quantity deliverable during such period, whereupon the
total quantity deliverable under this Agreement shall be reduced by the quantity
so omitted. If, due to any such occurrence, AMTECH is unable to supply the total
demands for any Product for any Product specified in this agreement, AMTECH shall
have the right to allocate its available supply among its Customers in a fair
and equitable manner. In no event shall AMTECH be obligated to purchase material
from others in order to enable it to deliver Product to The Customer.
14. Country of origin markings & international shipping: The Customer is responsible for ensuring his products are properly marked and follow regulations for international shipping. Any additional storage, transport, and labelling expenses must be paid by the Customer.
15. Master discs: The majority of masters are sent to us electronically or on a disposable storage medium. We will not keep or return master discs or tapes unless the The Customer specifically requests it and it is stated on his order form or purchase order. You must keep your own backup of your master and we are not liable for any cost beyond a replacement blank disc. Masters that have to be returned may ship from a different location than the finished product and at additional cost.
16. Intermediate parts, plates, stampers, films, etc...: These parts are made during the manufacturing process and are not normally returned to the Customer. The parts may be discarded when the job is complete or kept on file in case the Customer wants to reorder. Optical disc stampers are never returned and we will make new optical disc stampers at our expense. Vinyl stampers wear out quickly and are only guaranteed for the first pressing of up to 1000 regular weight or 600 heavy weight black vinyl records. Colour vinyl setups may cause additional wear on vinyl stampers.
These terms are supplemented by the general terms found on our website at http://www.duplication.ca/guarantee.htm.
These Standard Terms and Conditions of Sale may not be further modified orally,
no waiver, amendment or modification shall be binding or effective unless in writing
and signed by the part to be bound.