TERMS AND CONDITIONS

All orders placed with Media Duplication and Supply (MDS) are subject to the following terms and conditions:

PURCHASER’S LIABILITIES & WARRANTY TO MDS

Purchaser warrants that it is the owner or copyright owner of the material, provided to MDS or that Purchaser has a license to duplicate the materials.  All intellectual property rights of material supplied to MDS for manufacturing (duplication, replication, printing, etc.) must be secured by the client prior to order commencement.  Purchaser shall indemnify MDS against, and hold it harmless and to defend MDS from and against, all liabilities, suits, claims, damages and expenses (including reasonable attorneys’ fees) that may be rendered against MDS from any claim of defamation, invasion of privacy, or infringement of any copyright, trademark, patent or other proprietary right, which may arise either directly or indirectly by reason of the services performed or goods provided by MDS for Purchaser. This indemnity provision applies whether Purchaser is legal owner or copyright owner of the material and/or contents, or agent, broker or other intermediary for the legal owner. Purchaser warrants that the materials delivered to MDS are not pornographic.

LIMITATION OF MDS LIABILITY FOR MATERIALS SUPPLIED BY PURCHASER

Since the essential value of the disc, videotape or other material delivered to MDS by Purchaser clearly exceeds and bears no relationship to MDS's charges for duplication, printing and other services, MDS, in accordance with the general practice and custom in the DVD, CD and videotape duplication industry, assumes no responsibility for loss or destruction of, or damage to, such DVD, CD, videotape, or other material arising from any cause whatsoever, including the negligence of MDS or its employees. Notwithstanding the foregoing, in the event of the loss or destruction of, or damage to, DVD, CD, videotape, or other material as a result of the negligence of MDS or its employees, MDS will reimburse Purchaser for the cost of the raw recordable media, and this responsibility shall fix the limit of MDS's liability, there being no other warranty or liability with respect thereto. Purchaser waives any and all claims for damages it may have against MDS that are covered by any insurance carried by Purchaser.

LIMITATION OF WARRANTY FOR MATERIALS AND SERVICES SUPPLIED BY MDS

If any material produced by MDS is defective or is incorrectly labeled or shipped, MDS will, at its own expense, promptly replace or repair such material or correct such error, provided that Purchaser provides a sample of the defective product within 30 days of receipt.  MDS's liability to Purchaser for any defective material produced by MDS or for an error in labeling or shipping, including shipment of an incorrect item, shall be limited to the replacement or repair of such defective material or the correction of such error in labeling or shipping. The shipping method used to replace defective material or to correct errors in labeling or shipping shall be determined at the sole discretion of MDS and shall not necessarily be based upon the original method of shipment. MDS shall not be liable to Purchaser or to any third party for any consequential damages (including, but not limited to, damages for loss of sales or profits, loss of Purchasers, injury to reputation, or loss of, or damage to audiovisual equipment or other property used in connection with the materials produced by MDS) caused by, or resulting directly or indirectly from, a defect in such materials or an error in labeling or shipping, including shipment of an incorrect program or item, even though resulting from the negligence of MDS or its employees.

REFUSAL TO ACCEPT MATERIALS

MDS reserves the right to decline to process any order at any time for any reason at their sole discretion.  Upon cancellation of any order by MDS, all funds paid in advance, if any, will be returned in full.  MDS may refuse to accept for duplication materials showing any imperfections or defective physical condition. In the event that such materials are accepted for duplication or other services, MDS shall not be responsible for the quality resulting from such conditions and will make an additional charge to Purchaser for the additional time and/or materials required to comply with the orders submitted, whether or not a satisfactory result is ultimately achieved by MDS. Furthermore, MDS, in its sole discretion, may refuse to accept for duplication materials that are deemed to be pornographic, or copyrighted if permission from the copyright owner is in question.

CANCELLATION

If, at any time, Purchaser cancels an order before or upon its completion, Purchaser shall be liable to MDS for that part of the work performed to the date of cancellation, as well as any other direct, consequential or incidental costs or damages due to the cancellation. Also, MDS reserves the right to cancel an order if, at any time, it has legal, moral, or ethical objections to the services or products that Purchaser has requested. In this event, Purchaser shall be liable to MDS for the reasonable value of the goods furnished and the services performed to the date of cancellation.

PRICE AND CREDIT TERMS

All prices set forth in MDS's price lists are subject to change without notice. All prices do not include federal, state or local excise, sales or use taxes.  A completed tax exemption certificate must be submitted to MDS prior to sales order if Purchaser is tax exempt.  For Purchasers with approved credit, MDS's terms are NET Thirty (30) days from date of invoice. Purchaser agrees to pay interest at the rate of 1.5% per month on all amounts that are not paid when due.  For new accounts that have not established credit with MDS, sufficient time should be allowed to obtain proper credit information.  We require a bank reference plus three trade references.  A credit application can be mailed or faxed to you and returned to us upon completion.  The initial order can be shipped by using MasterCard, Visa, Discover, or American Express.  Purchaser further agrees to pay MDS all costs of collection including reasonable attorney’s fees whenever MDS employs an attorney or other party to enforce collection.

DELIVERY

Unless otherwise instructed by Purchaser, MDS will ship all materials via carrier selected by MDS. Shipment and delivery schedules specified are based on MDS’s best estimate according to conditions existing at the time.  MDS shall make every reasonable effort to effect shipment on the estimated delivery dates.  MDS shall not be liable for delays resulting from causes beyond its reasonable control.  MDS shall not be liable for any loss or damage arising during shipment.

STORAGE

MDS will ordinarily store Purchaser's materials, without charge to Purchaser, at such place as MDS deems appropriate during the time MDS performs services with respect to said materials and for a reasonable period, not to exceed six months. However, MDS reserves the right, at any time, to require Purchaser to remove said materials from storage.

FORCE MAJEURE

MDS will not be responsible for any delay or failure to deliver material to customers caused by circumstances beyond our controls, such as Acts of God, fire, strikes, failure of suppliers to supply material required.  Where such delay occurs, MDS’s obligations to customers shall be suspended for the period of the delay. 

CONTROLLING TERMS

Unless MDS specifically agrees otherwise in writing, the terms and conditions set forth herein shall supersede and take precedence over any other terms and conditions that may appear on any purchase order submitted by Purchaser or any prior agreement inconsistent with the terms hereof, and MDS's failure to object to provisions contained in Purchaser's purchase orders shall not be deemed a waiver of the terms and conditions set forth herein.