TERMS & CONDITIONS - CD SOURCE DIRECT
1) TERMS & CONDITIONS: The terms and conditions contained herein and the terms of Buyer’s Purchase Order which are not inconsistent with these terms and conditions shall constitute the entire contract between the parties. Terms and conditions in Buyer’s Purchase Order and all other documents which are at variance with these terms and conditions are rejected.
2) PAYMENTS: Unless specifically set forth in Seller’s acknowledgement, all payments must be by company check, Visa, MasterCard, wire transfer, certified check or money order, made within 24 hours of Seller’s acknowledgement, prepaid in full. Your final payment may vary, due to freight costs.
3) YOUR ORDER: order will be delayed if you have failed to enclose all the necessary materials.
Items needed to start your CD Source Direct order:
A .CD-R or DVD-R master, if applicable.
B. RRF form with licensing information (not required for CD-R or DVD-R orders.)
C.Submitted artwork on CD Source Direct Templates. EPS or AI files preferred. D.Hard copy printout, or PDF of intended artwork designs. E.Returned Acknowledgement with signature. F.Deposit: 50% with approved credit, or full payment for New Accounts or Rush Orders, as specified in Seller’s Acknowledgement.
More detailed information on order processing can be found in our document, “Order Processing Information” found at www.cdsourcedirect.com/order-policy, or can be requested from customer service, the terms of which are incorporated herein by reference
4) PRICE Quotations are provided in good faith based on the cost of raw materials, market conditions, and the information provided by the customer on the date of quotation. Prices may be subject to change if the order received is different from what was discussed or if delivery is scheduled more than 120 days after purchase order.
5) PROVIDED MATERIALS: CD Source Direct is not responsible for your supplied content masters or original art. It is Buyer’s responsibility to keep a backup copy
6) ARTWORK: Artwork can be submitted electronically. EPS or AI files are preferred. Artwork must be submitted on CD Source Direct templates found on our website. Template may also be obtained by request. Type fonts must be included with files or converted to curves/outlines. Correcting submitted artwork is subject to a charge of not less than $30 per half hour net.
7) SHIP DATE: CD Source Direct will make every effort to ship your product within the standard published production times, or on a reasonable requested date of shipment based on published production times. However, CD Source Direct does NOT guarantee shipment of product or delivery by a specific date unless agreed to in writing
8) SHIPPING: It is Buyer’s responsibility to insure the goods after delivery and during shipment. Carrier shall be selected by CD Source Direct unless clearly indicated with purchase order.
9) COLLECTION: Invoices over 60 days are subject to 1½% charge per month on balances due, but not more than the maximum interest rate permitted by law. Purchaser is responsible for any fees associated with collection of delinquent account balances in addition to the amount owed, including Seller’s reasonable attorney’s fees and costs. We also agree if Payment Terms are granted to any portion of balance due, and a valid credit card is on file for payment, invoices over 60 days will automatically be charged.
10) FORCE MAJEURE: Seller shall not be responsible for any failure or delay in delivery due to fires, floods, war, acts of terrorism, riot, insurrection, insurgency, labor troubles, manufacturer production schedules, or breakdowns, delay of carriers, total or partial failure for any reason of the usual sources of supply or transportation, requirements or request of any government or subdivision thereof, or any similar or dissimilar cause beyond the Seller’s control. Buyer is fully aware of possible delays due to international and overseas shipping, and agrees not to hold Seller liable for delays resulting from difficulties in obtaining adequate shipping facilities, customs, intrusion of foreign governments, or any other delays not within Seller’s control, whether or not such delays are foreseeable, for all shipments outside the United States.
11) STANDARD TOLERANCES: Except in particulars specified by the Buyer and expressly agreed to in writing by Seller, the materials furnished hereunder are produced in accordance with standard manufacturing practices at the country of origin. All materials are subject to manufacturing tolerances and variations consistent with ordinary manufacturing practice with respect to dimension, weight, composition, mechanical properties, normal variations in surface and internal conditions, quality, deviations, tolerances and variations consistent with practical testing and inspection methods, and the regular manufacturing practices of Seller’s suppliers. The Seller is not responsible for any deterioration in quality which may result from processing operations or improper use by the Buyer.
12) CHANGES AND CANCELLATION: Order or specifications may not be cancelled or changed except upon terms that will indemnify the Seller against all loss, including the loss of Seller’s anticipated profit. Buyer may postpone delivery for a period of more than thirty (30) days only with Seller’s written approval first being obtained. Seller may condition that approval upon an increase in price and/or payment of storage charges. Seller assumes no responsibility for any changes in specifications unless such changes are confirmed in writing signed by Buyer and accepted in a writing signed by Seller. Any price variation resulting from such change shall become effective immediately upon the acceptance of such changes.
13) DELIVERY AND TRANSPORTATION: Delivery terms are stated on the face of this document. Terms are subject to change without notice to those in effect at time of delivery.
A. DELIVERIES F.O.B. SHIPPING POINT OR PRODUCTION FACILITY. When the order is sold F.O.B. shipping point, whether the same be premises of the Seller or its supplier, the cost of transportation thereof shall be borne by the Buyer. B.RISK OF LOSS SHALL BE ASSUMED BY THE BUYER UPON DELIVERY BY OR ON BEHALF OF SELLER TO THE FIRST COMMON CARRIER OR OTHER SHIPPER, AND BUYER SHALL BEAR RISK OF LOSS AND PROVIDE INSURANCE THEREAFTER. Any claim for goods lost or damaged in transit shall be made by Buyer against the carrier or shipper only.
14) INSPECTION: Where Buyer is to inspect, inspection and acceptance must be made before shipment, and within 24 hours of delivery of sample to Buyer
15) WARRANTY AND LIMITATION OF LIABILITY: Seller undertakes that the products sold hereunder to the Buyer shall be consistent with standard manufacturing practices. Buyer shall return all material claimed to be defective to a location specified by Seller. The material returned must be returned in the same condition as when received by the Buyer. Seller may waive the foregoing requirements regarding return. After inspection to Seller’s satisfaction, Seller agrees to pay return transportation charges not exceeding those which would apply from original destination on all defective material, unless Seller has waived the return requirement. Material which proves to be free from defect shall be held by the Seller for shipping instructions, and Seller may charge reasonable storage fees for all such storage. Buyer shall furnish such instructions promptly upon request. SELLER’S LIABILITY SHALL BE LIMITED AT SELLER’S OPTION SOLELY TO REPLACEMENT, REPAIR OR REFUND OF THE PURCHASE PRICE APPLICABLE TO DEFECTIVE MATERIAL. ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM THIS SALE. BUYER’S SOLE REMEDY FOR SELLER’S BREACH OF CONTRACT OR WARRANTY SHALL BE, AT SELLER’S OPTION, REPAIR, REPLACEMENT OR REFUND OF PURCHASE PRICE. BUYER’S SOLE REMEDY FOR GOODS LOST OR DAMAGED IN TRANSIT SHALL BE BUYER’S CLAIM AGAINST THE CARRIER OR OTHER SHIPPER, AND BUYER WAIVES ALL SUCH CLAIMS AGAINST SELLER. SELLER SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR FOR LOSS, DAMAGES OR EXPENSES DIRECTLY OR INDIRECTLY ARISING FROM THE USE OF THE MATERIAL INCLUDING WITHOUT LIMITATION, LOST PROFITS, WAREHOUSING, LABOR, HANDLING, AND SERVICE CHARGES NOT EXPRESSLY AUTHORIZED BY THE SELLER, AND ANY DELAY DAMAGES INCURRED BY BUYER (WHETHER LIQUIDATED OR OTHERWISE), UNLESS SPECIFICALLY AGREED TO BY BUYER AND SELLER IN WRITING.
16) CLAIMS Any industry practice or course of dealing between the parties to the contrary notwithstanding, Buyer shall inspect all material promptly upon delivery (including delivery to any third party) and within ten (10) days, WITH TIME OF THE ESSENCE, provide written notice of any defect, or breach of contract or warranty, or failure or delay of delivery. Buyer shall provide Seller with proof of alleged defects and an opportunity to inspect the material prior to return. FAILURE TO GIVE SUCH WRITTEN NOTICE OR TO PROVIDE PROOF OF DEFECT AND AN OPPORTUNITY TO INSPECT CONSTITUTES WAIVER OF ANY CLAIM THAT THE MATERIAL IS DEFECTIVE. No inspection or investigation of claims by the Seller, even though occurring after the period above specified, shall be deemed a waiver of this provision. Buyer must immediately notify Seller and the carrier or other shipper of all goods lost or damaged in transit
17) TAXES: All taxes of any sort now or hereafter imposed by federal, state, municipal or other governmental agency that may be levied against this transaction at any time now or in the future shall be at the Buyer’s expense and shall not be charged to the Seller under any circumstances
18) SOURCE OF MATERIALS: Unless otherwise expressly agreed upon, Seller has the right to obtain the material ordered from any suitable source at its discretion
19) WAIVERS: No waiver by the Seller of any breach of any provision hereof shall constitute a waiver of any other breach. Seller’s failure to object to provisions contained in any communication from the Buyer shall not be deemed an acceptance of such provision or as a waiver of the provisions of this contract.
20) GOVERNING LAW: This contract shall be governed by and construed according to the laws of the State of New Jersey, without regard to conflicts of law principles.
21) FORUM: BUYER CONSENTS TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF NEW JERSEY, ACKNOWLEDGES THAT SUIT MAY BE FILED AGAINST IT IN NEW JERSEY AND WAIVES ANY CLAIM THAT NEW JERSEY IS NOT A CONVENIENT FORUM.
22) AUTHORITY OF BUYER: Buyer, through and/or by its designated Agents who have entered into this agreement, represents and warrants that Buyer has authority to enter into this agreement and any person who verbally ordered the goods sold hereunder or is signing this agreement on Buyer’s behalf has been duly authorized to execute or enter into said agreement for Buyer.
23) INTEGRATION: This Acknowledgement and all provisions of Buyer’s Purchase Order which are not inconsistent with this Acknowledgement constitute a final written expression of all the terms of this agreement and is a complete and exclusive statement of those terms, and no modification of this agreement, whether arising from any usage of trade, course of dealing, course of performance, evidence of additional terms, or otherwise, shall be binding upon either party unless reduced to a writing and signed by both parties. Any and all representations, promises, warranties or statements by Seller’s agent that differ in any way from the terms of this written agreement shall have no effect.