1. Payment Terms: Unless otherwise established in advance of placing the order, all orders require a 50% deposit at inception. The full balance, including all shipping & handling charges, is due prior to shipment. If final payment is made by personal or company check, product can not be released until the check has cleared. Partial delivery of an order can be made only if the entire order is paid.
2. Purchase Order: A Customer issuing an order to Very Cool Media, Inc. for the manufacturing of their product agrees to affirm the order by signing a sales order furnished by Very Cool Media, Inc. in advance that determines titles, quantities, prices, specifications and delivery time for this product. Consistent with industry standards, quantities delivered are not exact and may be 10% over or under purchase order quantities unless otherwise agreed upon in writing. The customer will only be charged for the exact quantity received within that industry standard tolerance. (This is so that we can reject inferior product at the different phases of production, yet still complete your order in one press set-up.)
3. License of Master Recordings and Materials: The Customer hereby grants to Very Cool Median, Inc. a non-exclusive license to manufacture the product from the Master Recording(s) identified on the sales order and to use any related photographs, biographical material, label data, or album cover artwork, or any other materials provided to The Company hereunder by The Customer, for that purpose.
4. Delivery Times: Unless otherwise stated and agreed upon in writing, delivery times are estimates and time is not of the essence.
5. Shipping Damage: Neither Very Cool Media nor the CD manufacturing plant is responsible for loss or damage once any product has left the plant. Insurance is available from most carriers. Please inquire for information and cost.
6. The Company Warranty: We warrant that the quality of production copies will meet or exceed the quality of test samples submitted. Very Cool Media, Inc. shall replace or repair any products that are deemed by Very Cool Media, Inc. to be defective in materials or workmanship; the implied warranties or merchantability and fitness for a particular purpose are excluded. The Customer must advise Very Cool Media, Inc. in writing of any defect. Such products should not be returned without return authorization. Except as stated in this paragraph, there are no other warranties, expressed or implied. In no event shall The Company be responsible for special, indirect or consequential damage or costs of any kind.
7. Warehousing and Storage of Customers' Materials: Because of limited warehouse space, we ask that customers take delivery of all components for a project when that project is completed - e.g. extra jackets, insert cards, booklets, etc. Customer's property stored on our premises is not insured and is stored strictly at The Customer's risk.
9. Termination: Customer orders for products not yet manufactured by Very Cool Media, Inc. may be terminated by either party via written notice, prior to the commencement of manufacturing. The Customer will be responsible for all costs incurred by Very Cool Media, Inc. 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 The Company have been paid in full by cash or certified check.
10. Representations, Warranties and Indemnifications of Customer:
(1) Customer represents, warrants and agrees that: (a) Each Master Recording provided to Very Cool Media, Inc. under this license shall be free of all liens and encumbrances, and there will be no claims, demands or actions pending or threatened with respect thereto. (b) Customer is the owner or holder of all rights in respect of the Master Recordings related materials that are the subject of this license. Nothing contained on the Master Recordings, or on any of the associated selections embodied therein, or in any photographs, biographical material, label data, or album cover artwork provided to Very Cool Media, Inc. hereunder, shall violate any proprietary rights of any person, including without limitation, trademarks, trade names, copyrights and rights of privacy and publicity. (c) The Customer is solely responsible for and shall pay all monies payable to or on behalf of all parties rendering any services in connection with the Master Recordings and product derived therefrom, without limitation, the recording artists whose performances are embodied thereon, the producers thereof, conductors, arrangers, orchestrations, musicians and copyists. (d) Very Cool Media, Inc. shall be subject to no cost, fees, advance charges or royalties for or in connection with the manufacturing of any product of the Master Recording whatsoever, including, but not limited to the payment of any mechanical royalty fee or artists' or producers' royalties or publishing royalties or union fee. Any such costs, fees, advances, charges or royalties will be the sole responsibility of The Customer. (e) All Master Recordings were produced under and in conformity with all union agreements to which the Master Recordings were subject. (f) The Customer has all rights necessary to enter into this license, and Very Cool Media, Inc.'s manufacturing of any product hereunder will not infringe any right of customer or of any third party. (g) The Customer represents that the Master Recordings do not contain any obscene material, and The Customer will assume full responsibility in the event any product manufactured hereunder is claimed to be associated with or found to be associated with any act of crime, violence, or unlawful act.
(2) Indemnification: Customer agrees to and does hereby indemnify, save and hold Very Cool Media, Inc. and its officers, directors, shareholders, employees, agents, assigns and Very Cool Media, Inc. subsidiaries (including court costs and reasonable attorneys' fees) arising out of, connected with or as a result of Very Cool Media, Inc.'s manufacturing of any product from the Master Recordings, or from inconsistency with, failure of, or breach or threatened breach by The Customer of any warranty, representation, agreement, undertaking or covenant contained in this Agreement, including, without limitation, any claim of copyright infringement which may result from Very Cool Media, Inc.'s manufacture of any product embodying the Master Recordings or any other claim in connection with any of the foregoing. In addition to any other rights and remedies Very Cool Media, Inc. may have by reason of its manufacturing of any product from Master Recordings, or any such inconsistency, failure, breach, threatened breach or claim, Customer shall reimburse Very Cool Media, Inc., on demand, for any payment made by Very Cool Media, Inc. at any time after the date hereof with respect to any loss, damage or liability resulting therefrom and addition thereto Very Cool Media, Inc. shall have the right to withhold delivery of the product that are the subject of any claim covered by this indemnification and to deduct from any and all monies otherwise payable to Customer, if any, under this Agreement a sum(s) equal to such loss, damage and liability (including anticipated and actual court costs and reasonable attorneys' fees). Very Cool Media, Inc. shall give Customer notice of any third party claim to which the foregoing indemnity applies and Customer shall have the right to participate in the defense of any such claim to which the foregoing indemnity applies and Customer shall have the right to participate in the defense of any such claim through counsel of Customers' own choice and at The Customers' expense.
11. Miscellaneous: (a) These Standard Terms and Conditions of Sale and Orders, their validity, construction and effect shall be governed and construed under the laws of the State of New York. (b) These Standard Terms and Conditions of Sale and Orders may not be modified orally, no waiver, amendment or modification shall be binding or effective unless in writing and signed by the part to be bound.