| Vinyl Supply Terms & Conditions |
Vinyl Factory Australia Pty Ltd (VFA)
Vinyl Supply Agreement (VSA)
(To be read in conjunction with the Terms and Conditions of Trading)
1.Service Levels:
Vinyl Factory Australia (VFA), using its Sydney pressing plant, will aim to complete new orders (received before midday) to initial pressing stage (either Test Pressings or full order if no Test Pressings) within 15 working days. The full order or repeat orders will be completed within 4 working days of the initial pressing. These times commence strictly from the receipt of a fully complying VFA Order Form. Any orders requiring pressing at Vinyl Factory Ltd’s UK plants will be subject to each individual plant’s own Vinyl Supply Agreements (these are available on request).
2.Purchase Orders and Order Forms:
All orders must be confirmed in writing (by Fax, email or letter) and must include a completed Order Form as supplied by VFA. An Order Form will only be deemed complete when all the required components of the order have been supplied to VFA as per VFA’s specifications.
3.Acknowledgements:
VFA will acknowledge orders within one working day of its receipt of a completed Order Form and will advise a planned despatch date.
4.Master music files / Lacquers / DMM Coppers:
Master music files / Lacquers / DMM’s arriving at the VFA officemust be clearly identified and marked with full details of the Customer, Artists, Catalogue No., A&B sides, speed, etc. Failure to provide all the required information may cause the order not to be completed in the time advised by VFA.
5.Component parts / artwork:
a.All packaging, labels, sleeves, stickers, inserts or other parts and artwork (component parts) supplied by the Customer must conform to the specifications supplied by VFA. Failure to comply with the correct specifications may result in components being spoiled in which event VFA cannot accept any responsibility or liability for any damage caused to the component parts supplied. VFA also reserves the right in such cases to cancel the order.
b.All component parts delivered to VFA must be clearly identified as belonging to the Customer and with details of the artist, title, Catalogue number and date of delivery.
c.Where inner bags are required, VFA will supply such standard inner bags.
6.Metal Parts:
a.Metal parts will be held at VFA and/or at Portalspace Records in the UK for a period of 6 months (Singles) and 12 months (Albums) after the date of receipt of the last order. At any time during this period or during a subsequent storage period the Customer has the option to purchase the metal parts at a charge of $100 each plus postage and packaging.
b.If this option is not exercised within 30 days of a written notice from the Customer toVFA, the metal parts will be scrapped or may, by agreement, be stored by VFA at a cost of $5.00 / set / month.
7.Fulfilment:
VFA will be deemed to have completed a Customer’s Order if VFA despatches the Order with a margin of +/- 10% of the quantity ordered. A specific percentage will be agreed with the Customer for special products such as picture discs, coloured discs, shaped discs, etc.
8.Deliveries:
All quotes are provided ex factory. If requested, VFA will arrange for delivery to a Customer’sspecified address at the Customer’s cost.
9.Rejects:
a.VFA’s sole liability in respect of any manufactured batches of records which VFA agrees do not conform to commercially acceptable quality standards will be to replace the same as soon as reasonably possible.
In the event of any claim with respect to the quality of the Order, the Customer must advise VFA in writing by fax or email within 10 working days of the date of delivery of the Goods of the nature of the claim. Thegoods, together with the original documentation and details of the claim, must be returned to Vinyl Factory Australia within 30 days of delivery and VFA will at its discretion determine the claim.
10.Storage:
a.Component parts will be held for a period of three months from the date of the Customer’s last order. After this period, the Component Parts will be either scrapped or returned. By prior mutual agreement, storage is available at a charge of $20.00 per pallet per week (or part thereof).
b.Finished product can also be stored in VFA or Portalspace Records’ UK finished goods store by prior mutual agreement at the Customer’s expense.
c.In the event that storage fee’s remain unpaid for a period of 3 months VFA will notify the Customer in writing at the address appearing on the Order Form that should the storage fee’s remain unpaid the stored goods will be destroyed. This will take place 21 days from the date of the notice.
11.Terms of Payment:
A deposit is to be paid by the Customer upon placing an order of an amount specifed by VFA at the time of order. The balance (as cleared funds) must be paid on delivery. Delivery is deemed to have taken place in accordance with section 3 of the Terms and Conditions of Trading. Interest may be charged monthly on late payments on any amount which remains outstanding at 5% over the base rate.
Vinyl Factory Australia Pty Ltd (VFA)
Terms & Conditions of Trading
1.General.
a.For the purpose of this agreement, the ‘Customer’ will be the invoicee.
b.These Terms & Conditions of Trading should be read in conjunction with the attached Vinyl Supply Agreement and together they constitute the entire agreement between VSA and the Customer and cannot be varied unless in writing.
c.No contract will exist between VFA and the Customer until VFA acknowledges the Customer’s order in accordance with Clause 3 of the Supply Agreement.
d.For the purpose of this agreement ‘Goods’ shall be defined as the manufactured items as specified in the Order Form.
2.Cancellation.
Once a contract exists between VFA and the Customer then any cancellation by the Customer can only take place with the agreement of VFA and on terms that the Customer will indemnify VFA for all costs incurred in relation to the cancelled order.
3.Delivery.
The Goods will be deemed delivered to the Customer upon:
a.Transfer to the Customer’s courier;
b.Transfer to VFA’s courier for delivery to the Customer’s designated address;
c.Collection of the Goods by the Customer at the VFA or Portalspace Records’ UK plant;
d.Transfer of the Goods from the VFA or Portalspace Records UK plant to the VFA or Portalspace Records’ goods store.
Upon delivery all risk in the goods shall pass to the Customer and the Customer should make its own insurance arrangements in this regard.
4.Ownership.
Ownership of the Goods shall not pass to the Customer until VFA has received full cleared payment for the full invoice value.
5.Limitation of Liability.
a.No claim of any kind against VFA concerning defects in metalwork, records or any other goods and services shall be greater than the manufacturing cost of those Goods against which the claim has been made.
b.Where parts and components manufactured by VFA or supplied by the customer are lost or damaged whilst in VFA’s actual possession for whatever reason (including VFA’s negligence) then the customer’s sole remedy will be the reimbursement of the standard manufacturing costs of duplicating the lost or damaged items from the original. Under no circumstances will VFA be liable for any consequential damages. This also applies to Goods stored at VFA or Portalspace Records UK.
c.VFA shall not be liable for any loss or damage resulting from failure or delay in delivery due to strikes, lockouts, industrial disputes, energy shortage, acts of terrorism, acts of God or any circumstances beyond VFA’s reasonable control.
6.Copyright.
It is the sole responsibility of the Customer to obtain all required licences and pay all copyright fees and / or royalties to the relevant copyright owners which have rights to the recordings included in any records manufactured under this agreement. The Customer also undertakes to indemnify VFA from any claims incurred by them should the Customer fail to meet any of its copyright obligations.
7.Acceptance of material.
VFA reserves the right to refuse any orders or cancel previously accepted orders should the manufacture of an order lead to an infringement of any of VFA’s contractual or legal rights or be deemed offensive, obscene or in any way damaging to the reputation of VFA. In no event will VFA be liable for damages or direct or consequential loss to the Customer of third parties by reason of any such refusal or cancellation.
Law and Jurisdiction. VFA and the Customer shall in all respects be governed by Australian Law and shall be subject to the jurisdiction of the New South Wales courts.
April 2006
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