“Conditions” means these terms and conditions of purchase;
“Goods” means any goods supplied to a Client pursuant to an Order, including any goods supplied to the Client in connection with the supply of Services;
“Order” means an order or orders made by a Client in respect of the Goods and Services and accepted by Seabass in writing;
“Price” unless otherwise agreed in writing, is the price of the Goods and/or Services specified in an Order and shall be exclusive of any applicable tax and inclusive of all charges for packaging, shipping, carriage, insurance and delivery of any Goods to the delivery address specified in the Order and any other sales and import duties or levies;
“Seabass” means Seabass Vinyl Limited, a company incorporated in Scotland under registration number SC732347 and with a place of business at Unit 3, Gap Site, Macmerry Industrial Estate, EH33 1RD; and
“Services” means any services described in an Order and all work carried out by Seabass for the Client pursuant to an Order.
These Conditions, shall unless otherwise expressly agreed in writing, govern all Orders to the exclusion of all other terms or conditions.
3. Specifications and Orders
- The Client shall be responsible for ensuring the accuracy of any specifications provided including, but not limited to, any artwork, written material, masters or other digital or other audio files provided and any materials intended to be used in the supply of Goods and Services to the Client.
- All audio files provided by the Client are assumed to be mastered for vinyl other than where Seabass has agreed to provide vinyl mastering services pursuant to the Order.
- All intellectual property rights in and specifications provided by the Client shall remain the sole and exclusive property of the Client.
- Seabass shall only be obliged to return materials to the Client on receipt of a written request and payment of related expenses.
- Accepted Orders may only be cancelled by agreement in writing. In the event of a cancellation the Client shall be liable to Seabass for all costs and expenses incurred by Seabass up to the date of such cancellation.
4. Price and Payment
- The price payable in respect of an Order shall be as set out in the quotation supplied by Seabass in respect of such Order and shall be payable on the dates or milestones specified.
- All payments shall be made by electronic funds transfer to the bank account details provided on the invoice.
- All invoices shall be paid in full on the agreed dates without any deduction, whether by way of set-off, counterclaim or otherwise, subject to Clause 5.2.
- A test pressing and digital Artwork proofs will be provided by Seabass to the Client for approval by the Client within 10 business days prior to commencement of production.
- Seabass shall provide the quantity of Goods ordered, plus or minus 10%.
- Seabass shall use all reasonable endeavours to provide the Goods and Services to the specifications set in an Order. However, due to the nature of the processes involved in providing the Goods and Services Seabass there may be variations in quality from time to time including, but not limited to, surface noise or other visual distortions which do not materially affect the audio quality and the parties agree that such variations shall be acceptable.
- The parties agree that the tolerances in respect of any print alignment, warping or dishing shall be not more than 2mm.
6. Order Fulfilment and Acceptance
- Seabass shall use all reasonable endeavours to deliver Goods and Services in accordance with the Order. However, time shall not be of the essence.
- The Client shall, within two business days of receipt of a delivery, review all Goods received for compliance with the agreed quantities and specifications and, in the event of any shortfall, provide Seabass with a report setting out details of such shortfall. If the Client fails to provide such details within the timeframe stipulated above, the Goods shall be deemed to be accepted.
- In the event of any shortfall in quantity or quality Seabass shall, at it sole discretion either replace the Goods in question or provide the Client with a refund in respect of the relevant quantity.
7. Intellectual Property
- The Client hereby warrants and represents that:
- it owns, controls or is the licensee of all intellectual property rights in and relating to all materials provided to Seabass including, but not limited to audio or data masters, recordings, images, designs, or digital files;
- it has the right to mechanically reproduce the recordings and other musical works supplied and is responsible for all publishing and/or mechanical royalty payments; and
- it will pay any royalties or other fees due to any relevant collecting societies or as otherwise agreed with the relevant rights holders.
8. Indemnity and Liability
- The Client hereby indemnifies Seabass for all losses, costs, damages, expenses and claims caused to and made against Seabass in respect of any claims for infringement of any patents, design right, copyright, registered design, or trade mark relating to the supply of material by the Client to Seabass.
- The liability of Seabass under this agreement shall not, in any circumstances, exceed the total amount of the Price payable by the Client in respect of the Goods or Services.
- Seabass shall not be liable to the Client for any indirect, special or consequential loss, damage, costs, or expense, any loss of profits, loss of anticipated profits, loss of business, loss of data, loss of reputation or goodwill, business interruption howsoever arising.
- Seabass shall not without the prior written consent of the Client sub-contract or assign all or any part of this agreement.
- If any provision of these Conditions is or shall become void in whole or in part the other provisions of these Conditions shall remain fully valid and enforceable and the void provisions shall, where appropriate, be replaced in accordance with the meaning and purpose of these Conditions.
- Any amendments to an Order or these Conditions shall be made by agreement in writing.
- Seabass shall provide the Goods and carry out the Services as an independent contractor and not as an employee, agent or partner of the Client. Furthermore, all persons engaged by Seabass in the performance of the agreement shall be engaged as employees of Seabass and Seabass shall bear exclusive responsibility for all remuneration, contributions, income tax liability or similar deductions to be made in respect of such employees.
- Seabass shall not be liable for any delays in the performance of the agreement arising directly or indirectly as a result of any strike, lock-out, fire, explosion or accident or of any stoppage for reasons beyond its reasonable control.
- This contract is intended and agreed to be for the benefit solely of the parties hereto and their lawful successors and permitted assigns and is not intended to create any right enforceable by any third parties.
- This agreement is governed by and shall be construed in accordance with the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.