Multi-Tech Trading Pty Ltd, Standard Terms and Conditions of Sale.
In these terms and conditions the following abbreviations shall have the following meanings:
"Customer" means the customer referred to in the Purchase Order or Job Specification
“Goods” includes compact discs (CDs), Digital Versatile Discs (DVDs), media products, hardware or software ;
"Master" means any source video tape, compact disc, audio cassette or any other media material supplied by the Customer for duplication or use in duplication by the Supplier;
“Purchase Order” means the Job Sheet, signed and completed by client, provided with these terms and conditions;
"Supplier" means Multi-tech Trading Pty Ltd also trading as Digital Matrix and Multi-Tech Swift Disc Manufacture and Print
1. These terms and conditions together with the details and specifications contained in the Purchase Order, shall comprise the whole agreement between the Supplier and the Customer in relation to the goods and/or services referred to in the Purchase Order, and any other representations or conduct made or engaged in or alleged to be made or engaged in by the Supplier to or with respect to the Customer in relation to those goods and/or services, shall not form a part of such agreement. The customer agrees that no such representation or conduct shall give rise to any collateral agreement, warranty, enforceable right or cause of action between, by or of the Customer against the Supplier.
2. If the Customer has requested the Supplier to supply CDs or DVDs containing material duplicated from any master, the Customer warrants to the Supplier that the duplication of that material including reproduction of supplied artwork materials does not constitute a breach of copyright and is not otherwise unlawful, wrongful or illegal and hereby indemnifies the Supplier against:
(a) any claims, proceedings, actions, suits and demands, and any actions by public or statutory bodies or authorities, for alleged breach of copyright or for otherwise allegedly unlawful, wrongful or illegal conduct constituted by the duplication of the material or anything reasonably incidental thereto;
(b) all costs and expenses and any damages incurred by the Supplier in respect of any such claims, proceedings, actions, suits and demands including legal costs and expenses on a full indemnity basis.
3. The Customer warrants that they have received all necessary copyright clearance from AMCOS (if applicable) and have paid any fees thereto.
4. The Customer warrants that any video material for reproduction has, if it is necessary by law, been passed by the Office of Film and Literature Classification. Furthermore, the Customer warrants that reproduction of supplied materials does not violate any applicable laws.
5. The Customer will allow the supplier reasonable use of the supplied goods expressly for the purposes of promoting its services of authoring and duplication of DVD and other video titles.
6. The Customer acknowledges that where the Supplier provides to the Customer in the Purchase Order an indication of the time that will be taken by the Supplier to fulfil the Customer's order, that such indication is an estimate only and that the Supplier shall make best endeavour, however, will not be obliged to adhere to it strictly.
7. The Customer shall not be entitled to cancel any order due to any failure or alleged failure by the Supplier to fulfil the order within any time indicated in the Purchase Order. If the Customer wishes to make time of the essence of this agreement, it must give the Supplier written notice of at least seven days of its intention to do so.
8. The Customer will accept variations of up to plus or minus ten (10) percent in the quantity of any goods ordered by the Customer and supplied by the Supplier, and will accept any consequent pro rata increase or decrease in the cost of the order. If the Customer wishes to waive this condition it must indicate “exact quantity” on their Purchase Order giving the Supplier the opportunity to accept or decline waiving of this condition prior to acceptance of the order and commencement of work.MANUFACTURING TECHNIQUES
9. The manufacturing techniques for producing Goods for a Customer include glass mastering (pressing) or CD-R replication (recordable style discs). Print techniques for on disc printing include offset, screen or digital printing. If the production technique or materials used are not specifically referred to in the Purchase Order, then the Supplier may at its sole discretion use any production technique or materials as it sees fit. The Customer may, however, nominate a manufacturing technique or materials on the Purchase Order provided this is prior to order acceptance and commencement of production, whereupon which the Supplier is free to revise its quote to the Customer accordingly.
10. Any goods supplied or to be supplied by the Supplier under this agreement, remain the property of the Supplier until and unless they are fully paid for by the Customer.
11. The Customer must pay for the goods and/or services in full by cleared fund prior to final delivery, unless the Customer has an account with the Supplier, in which event the Customer shall pay for the goods and/or services strictly in accordance with the terms of its account with the Supplier.
12. Subject to the remaining terms and conditions contained herein, any goods supplied must be collected (if not delivered by the Supplier) by the Customer within 14 days of the Supplier notifying the Customer that the goods are ready. If they are not so collected, the Supplier shall be at liberty to terminate this agreement and thereupon, without liability on its part, do any one or more of the following:
(i) resell the goods at public or private auction or by private sale to another customer or otherwise;
(ii) use all or any of the materials used in the production of, or comprising the goods, in the manufacture or supply of other goods and sell those other goods to the same or another customer;
(iii) recover from the Customer any shortfall between the amount for which the goods were resold, and the price stated in this agreement.
The Customer acknowledges that goods agreed to be supplied under this agreement, including (without limiting the generality of the foregoing) duplicated multimedia, may have little or no resale value in the hands of the Supplier, and that if the Supplier reasonably determines that they have little or no such value, it may refrain from attempting to resell the goods and may recover from the Customer the whole of the price stated in this agreement for the goods notwithstanding that it has made no attempt to resell the goods.
13. The Customer shall pay to the Supplier interest at the rate of 12% per annum on any amounts outstanding under this agreement or pursuant to the terms of any account which the Customer has with the Supplier, and the Customer hereby acknowledges and agrees that such interest is a genuine pre-estimate of the loss and expense that will be suffered by the Supplier in the event of non-payment in accordance with the terms of this agreement or of any account held by the Customer.
14. The Customer acknowledges that any quote given by the Supplier and contained in the Purchase Order in respect of artwork or authoring to be supplied by the Supplier is an estimate only. The Supplier reserves the right to vary the said quote and to charge a higher or lesser amount than the amount quoted without notice to the Customer where the time reasonably employed in the provision of artwork or authoring is less than, or exceeds the time quoted.
15. The Supplier is not under any obligation to accept any cancellations or variations to orders by the Customer. If the Customer cancels or varies any order, it will remain liable to the Supplier for the full price as per the Purchase Order upon which the Supplier may seek immediate payment in full.
WARRANTIES AND LIABILITY OF SUPPLIER
16. Where the Customer provides to the Supplier any Master, the Supplier is under no obligation to check the Master in any way for data errors or inaccuracies it may contain and the Customer hereby indemnifies the Supplier against any claims, losses or demands based upon errors or inaccuracies of the Master, including general performance of the Master on a any playback devices whatsoever. The Supplier is obliged to produce Goods that are in a data sense identical to the Master. The Supplier may provide to the Customer any of the following reports to evidence correct manufacture of the Goods:-
- 1. Check sum data comparison between duplicate discs and Master,
- 2. Disc reports indicating key parameter performance (criteria as codified by Phillips Corporation)
- 3. Any other report as officially recognized by the International Disc Duplicators Association. Interpretation of these Reports is subject to guidelines as set down by Phillips Corporation “Red Book” or other appropriate “Book” standard.
17. The Supplier is obliged to reproduce artwork as signed off by the Customer or according to a proof as provided by the Customer. While the Supplier warrants that all elements as signed off by the Customer will be reproduced faithfully, the Customer acknowledges that slight colour variation may occur on the finished product. The Supplier is not liable for any colour variations whatsoever where the Customer has not requested on the Purchase Order either a chemical proof or press check sample.
18. The Customer may make a warranty claim on the Supplier in respect to the Goods if all the following criteria are met ;
- 1. the Customer has not accepted the Goods in respect to (21),
- 2. the Goods are returned in full and in the condition in which they were provided,
- 3. the Goods are warrantable in respect to (16), (17). The Customer, unless otherwise stated on the Purchase Order, is liable for all costs in returning the Goods to the Supplier. The Supplier will remanufacture any warrantable goods and return to the Customer at the Suppliers reasonable expense. The Supplier will not be responsible for any consequential loss whatsoever for the time taken to remanufacture warranted Goods.
LOSS OF MATERIALS AND CONSEQUENTIAL LOSS
19 The Supplier shall not be liable to the Customer for any loss of or damage to materials or any master provided by the Customer to the Supplier howsoever that damage may occur.
20 The Supplier shall not be liable to the Customer in any way whatsoever for any loss, damage, injury or death caused or alleged to be caused by the Supplier’s goods or services to the Customer whether such loss be economic, physical or of some other nature.
ACCEPTANCE OF GOODS OR SERVICES
21. The Customer shall be deemed to have accepted the Goods from the Supplier in full and in good condition unless within 2 working days of receipt of the goods it makes written notice of warranty claim to the Supplier in respect to alleged non-conformity of Goods to the Purchase Order or to any Conditions contained herein. If a warranty claim is made by the Customer in respect to the Goods, then return of the goods in whole or in part to the premises of Multi-Tech Trading Pty Ltd shall not be proof evidentiary of non acceptance of goods.
23. This agreement shall be governed by the laws in force for the time being in the State of Victoria.
24. All work is carried out with the privacy of the client foremost in our minds. The security and confiidence of our clients is a prime consideration.