TERMS & CONDITIONS
1. PAYMENT: 75% deposit due with order-remaining 25% due upon test pressing approval and payable upon initial delivery F.O.B. Buena Park, CA. Over/under runs: plus or minus 10% of amount ordered shall constitute a complete order. Sales tax where applicable. All shipping costs are paid by customer. All prices reflect a 3% cash discount. Cashierís check, money orders, cash, PayPal, Visa, MasterCard and American Express cards accepted. Terms and payment will be negotiated and shown on invoice, a charge of two percent (2%) per month is made on the past due balance of any account in order to reimburse Seller for estimated administrative and other costs associated with delinquent accounts. Pursuant to California Civil Code Section 1671. Customer agrees that such a charge is a fair and reasonable estimate of the costs Seller will incur by reason of Customer's being in default and that ascertaining Sellers actual damages would be impracticable. This charge IS NOT an alternative performance provision. By signing the estimate you verify that you understand all charges and that your order is subject to plus or minus 10% overages. You are billed for the actual finished quantities.
2. DELIVERY: Seller shall at its option, deliver the merchandise either F.O.B. the manufacturer's plant or Seller's plant. Delivery dates are approximate subject to normal variations customary in the industry and unforeseen delays.
3. TITLE AND RISK OF LOSS: Full risk of loss and title passes to the Customer upon delivery of the merchandise to the Customer. Claims for loss or damage in shipment must be made directly to the carrier. Upon Customer's default in payment Seller may at its option repossess the merchandise. Additionally, Seller may pursue any other remedies available at law or in equity under the California Uniform Commercial Code or other laws of similar force, effect and coverage.
4. RETURNS: Merchandise may be returned only with the prior written approval of Seller, unless other arrangements have been made and even then such arrangements must be in writing by the Seller. Returned items must be referenced to Sellers Invoice number and must be sent freight prepaid, unless other arrangements have been made and verified by seller in writing, to the location directed by Seller. Returned merchandise will be replaced or a credit will be issued to customers account. When returns are for credit, a credit memorandum will be processed and delivered to Customer shortly after return of the merchandise. Defective products may only be replaced with the same product.
5. SHORTAGES: Any claim for shortages must be made by Customer to Seller within ten (10) days of delivery. Customer's failure to advise Seller of shortages within the ten (10) day period shall constitute a waiver of Customer's right to claim a shortage exists in the delivery.
6. INSURANCE: Customer is responsible for obtaining insurance for merchandise stored on Seller's premises. Seller accepts no responsibility for loss or damage of Customer's goods stored on seller's premises and we are not responsible for inactive parts after three (3) months.
7. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES: Pursuant to California Uniform Commercial Code Section 2-1719. Customer agrees that no other remedy (including but not limited to incidental or consequential damages for lost profits, lost sales, injury to person or property, delays or lateness or any other incidental or consequential loss) shall be available to Customer.
8. GOVERNMENT REGULATIONS: Seller makes no representation that the merchandise complies with any present or future federal, state or local regulation or ordinance. Compliance is Customer's responsibility.
9. LIMITATION OF ACTIONS: ANY ACTION AGAINST SELLER ARISING OUT OF THE SALE OF GOODS UNDER THIS AGREEMENT SHALL BE BROUGHT WITHIN NINETY (90) DAYS OF DISCOVERY OF SUCH BREACH OR IS FOREVER BARRED.
10. ATTORNEY FEES: If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. This provision shall be construed to provide for attorney fees, investigation fees and costs incurred in enforcement of any judgment resulting from dispute under this agreement.
11. ENTIRE AGREEMENT: Seller accepts orders only upon the foregoing terms and conditions which shall prevail not withstanding any variance with the terms and conditions of any order submitted by Customer. This agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements between the parties. This agreement may be amended only by an instrument in writing which expressly refers to this agreement and which is signed by all of the parties hereto.
12. SEVERABILITY: Should any paragraph, clause or provision of this Agreement be construed by a court or competent jurisdiction to be void, invalid, or unenforceable, such decision shall affect only those paragraphs, clauses, and provisions so construed or interpreted. It is the express intent of the parties that the court construe said paragraphs, clauses and provisions so that their meaning and intent be enforceable to the fullest extent permitted under the law. In no event shall the unenforceability of any paragraph, clause or provision affect the remaining paragraphs, clauses or provisions of this Agreement which shall remain enforceable.
13. GOVERNING LAW, JURISDICTION AND VENUE: This Agreement shall be construed and governed by the laws of the State of California. As a material consideration for the Seller's sale of goods on credit, Customer hereby agrees to submit to the jurisdiction and venue of the County of Los Angeles. Customer further agrees that all sales made pursuant to this agreement are made and that the terms of this agreement have been and are performed within the State of California.
14. RESPONSIBILITY FOR PAYMENT: by signing the Estimate, I accept full personal responsibility for the payment of all sums owed by the Customer to the Seller. Applicant's signature attests financial responsibility, willingness, and ability to pay Seller's invoices in accordance with Seller's terms.
15. PERSONAL RESPONSIBILITY: the customer accepts full personal responsibility for the repayment of any indebtedness that either Customer, their employees or persons acting on their behalf generates, should payment become delinquent to Seller.
16. BINDING ARBITRATION: In the event of any claim or dispute arising from or relating to this agreement, or the services provided under this agreement (including but not limited to any claims for nonpayment, breach of contract or otherwise), it is agreed such claim or dispute shall be resolved through binding arbitration. The arbitration shall be conducted in Orange County, California and the Arbitrator shall be a retired Judge of the Superior or Appellate Courts of this State. If both sides cannot agree to a particular Arbitrator within 10 days from the service of a demand for arbitration, the arbitration provider may select the arbitrator to preside over this matter. If any party does not respond to a demand for arbitration within 20 days from personal service thereof, or if any party fails or refuses to appear and participate in the arbitration process, then an arbitrator may be appointed and he or she may determine the matter in the absence of the non-responding party. The Arbitrator is authorized to determine whether any particular claim(s) are subject to arbitration under this agreement. Each side shall have the right to reasonable discovery as the Arbitrator shall determine. The award of the Arbitrator shall be binding and a judgment may be entered thereon in any court of proper jurisdiction. All parties waive any right to trial by jury. The provisions of the California Arbitration Act as well as California's laws of evidence shall apply in any arbitration hereunder.
17. RIGHT TO SELL OR OTHERWISE DISPOSE: If the client fails to pay, accept delivery or pick up any finished product within 30 days of product completion, ERIKA RECORDS has the right to sell, dispose, distribute or consign any such product, negatives, masters, tapes, stampers, mothers, jackets, records, compact discs, cassettes, etc... in any way ERIKA RECORDS chooses until all amounts due to ERIKA RECORDS are paid in full.
NOT RESPONSIBLE FOR INACTIVE PARTS OR MERCHANDISE AFTER 3 MONTHS