Ordering Process
General Terms & Conditions
Credit Application
Sales Tax Exemption
Silkscreen Approval
Specifications
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GENERAL TERMS AND CONDITIONS OF SALE
All orders placed with One Stop CD Shop, Inc. shall be subject to the following terms and conditions.
1. Billings and Terms of Payment:
All amounts due for goods and services purchased from Seller are payable at 3149 South State Street, Salt Lake City, UT 84115, unless otherwise informed differently in writing. All sales shall be cash sales (C.O.D.) unless the Purchaser has applied for and been granted "Credit" by the Seller. The Purchaser who has been granted "Credit" by the Seller shall pay the Seller's invoices in full according to the terms stated on each invoice. The Seller, at his option, may request a deposit from the Purchaser prior to furnishing any facilities, services, or merchandise. The Seller is responsible for the collection of sales tax on all sales made in the State of Utah unless the Purchase has a valid resale card or tax exemption certificate on file with Seller prior to billing.
2. Delivery:
Shipment and delivery schedules specified are based on the Seller's best estimate according to conditions existing at the time. The Seller shall make every reasonable effort to effect shipment on the estimated delivery dates. The Seller shall not be liable for delays resulting from causes beyond its reasonable control. All goods are sold F.O.B. One Stop CD Shop, Salt Lake City, Utah.
3. Return Goods:
Non-defective custom-made goods, produced as special service and/or to the Purchaser's specifications shall not be returned to the Seller. Standard non-defective goods may be returned to the Seller with the Seller's consent, either written or verbal. Non-defective goods being returned to the Seller must be in new and unused condition and be packaged in the original container. Freight costs on non-defective goods being returned shall be paid by the Purchaser. A 15% re-stocking fee shall be paid by the Purchaser on non-defective goods returned to the Seller.
4. Attorneys' Fees, Interest, Lien and Security Interest:
In the event the full amount of the total price of the Products sold pursuant to this Agreement is not paid in full on the terms and conditions set forth herein, Purchaser agrees to pay interest on the unpaid balance at the rate of one and one-half percent (1 1/2%) per month or eighteen percent (18%) per annum. If Purchaser breaches any promise or agreement contained in this Agreement, Purchaser shall pay all costs and expenses (including reasonable attorneys' fees) incurred by the Seller to enforce this Agreement or to pursue any applicable remedy, whether incurred with or without litigation on appeal or otherwise. The Seller shall have a lien on and shall have the right to retain all masters, film and other property delivered by the Purchaser to the Seller or possessed by the Seller until all of the Purchaser's outstanding invoices and finance charges have been paid in full. Furthermore, until payment in full has been made, the Seller reserves a security interest under the Uniform Commercial Code in the discs, other masters and/or resulting production. If requested to do so by the Seller, the Purchaser shall execute and deliver to the Seller one or more financing statements. The Seller shall by the Purchaser's "Attorney-in-fact" to do, at the option of the Seller, all acts which the Seller deems necessary or desirable to perfect and continue perfected the aforementioned security interest.
5. Masters:
Seller will exercise all reasonable precautions for the care and protection of all media and other property in the possession of Seller, whether delivered to Seller or created by Seller for the Purchaser's account. The Seller shall have no liability for any master media (hereinafter the "Master") delivered to it for the purpose of producing the Products. Purchaser warrants to the Seller that it will retain at its own expense a duplication of the Master. In the event of loss for which Seller is found to be legally responsible, indemnification to customer shall be limited to actual tangible value of the property. Intangible values shall not be indemnifiable and customer agrees to hold Seller harmless in connection herewith. Intermediate duplication masters ("running masters","dubbing masters") produced for the fulfillment of a custom duplication order are made with proprietary technology and remain the property of the Seller. Any "Mastering Charge" assessments on such an order are labor charges for order set-up, and title on the intermediate duplication masters is not conveyed upon payment of these charges. These masters shall be erased at the Purchaser's request. Seller's policy is not to work with or duplicate from edited original masters.
6. Patents, Copyrights and Trademarks:
Purchaser represents and warrants to the Seller that Purchaser has full authority to enter into this Agreement and to execute all documents contemplated hereby, and that Purchaser's or the Seller's execution, delivery, and performance of the Agreement will not violate any patent, copyright, trademark or the provisions of any agreement to which the Purchaser is a party or by which Purchaser is bound. Purchaser will defend at its own expense any action brought against the Seller to the extent that such action is based on a claim that the Master supplied by the Purchaser to the Seller, or the Products produced therefrom infringes a United States patent, copyright or trademark; and Purchaser will indemnify and pay all costs, expenses and damages awarded against the Seller for any such claim of patent, copyright, or trademark infringement. The Seller shall have no liability whatsoever to Purchaser with respect to any claim of patent, copyright, or trademark infringement.
7. Limited Warranty:
The Seller makes no warranty of any kind, express or implied, with regard to the Products sold hereunder except that the Products are free and clear from any and all liens and encumbrances, and that for ninety (90) days following the date of delivery the Products shall be free and clear from defects in material, workmanship and operation failure from ordinary use. The Seller's obligations hereunder and liabilities therefor shall be limited solely to the Seller making at the Seller's factory and at the Seller's cost and expense, adjustments, repairs and parts replacement necessary to maintain the Products in good working order during said ninety (90) day period. This warranty and the Seller's liability thereunder is expressly conditioned upon Purchaser's proper use, care and storage of the Products. THE WARRANTIES CONTAINED IN THIS PARAGRAPH SHALL BE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. IN NO EVENT, REGARDLESS OF THE FORM OF ACTION, SHALL THE SELLER BE LIABLE TO PURCHASER OR TO ANYONE ELSE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING SUCH DAMAGES ARISING FROM THE BREACH OF THE SELLER'S WARRANTY HEREUNDER OR FROM THE NEGLIGENCE OF THE SELLER OR EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS OR LICENSERS OF THE SELLER.
8. Remedies for Breach of Warranty:
Purchaser's sole and exclusive remedy for breach of this Agreement or any warranties hereunder shall be limited at the option of the Seller to the return of the Products and repayment of their price or to the repair and replacement of defective goods or parts. IN NO EVENT SHALL PURCHASER BE ENTITLED TO RECOVERY OF INCIDENTAL OR CONSEQUENTIAL DAMAGES AS THOSE TERMS ARE USED IN SECTION 70A-2-715 OF THE UTAH UNIFORM COMMERCIAL CODE. If the Seller shall be prevented from curing a breach of warranty hereunder within the time periods set forth, by cause or causes beyond its control, including labor disputes, civil commotion, war, governmental regulations or controls, casualty, inability to obtain materials or services or acts of God, the Seller shall be excused from performance for the period of the delay and for a reasonable time thereafter in which to cure such breach.
9. Modification & Governing State Law:
Specific agreements entered into by the Seller and the Purchaser may contain additional understandings; however, the terms and conditions contained herein shall not be modified except by written agreement. Agreements shall be governed by the laws of the State of Utah and are payable on demand at the office of the Seller in Salt Lake City, Utah.
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