Standard Terms and Conditions of Sale of GZ Media, a.s.
1.1 Any order sent to GZ Media, a.s. (hereinafter referred to as "Supplier") by the Customer shall be accepted entirely at the discretion of the Supplier, and will only be accepted upon these Standard Terms and Condition of Sale (hereinafter referred to as the "Conditions').
1.2 Each accepted order shall constitute an individual legally binding contract between the Supplier and the Customer and such contract is hereinafter referred to in these Conditions as an "Order''. Based on the Order the Supplier shall supply products and services, including but not limited to, print and packaging, disc replication (optical discs in miscellaneous packaging, incl. printed parts), replication of the vinyl records (in miscellaneous packaging, incl. printed parts), mastering services, fulfillment and distribution (hereinafter referred to as the "Products").
1.3 These Conditions shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form or other documents or correspondence from the Customer, and no addition alteration or substitution of these terms will bind the Supplier or form part of any Order unless expressly accepted in writing by a person authorised to sign on the Supplier's behalf. These Conditions shall also govern all future supplies and transactions between the Supplier and the Customer.
2.1 Supplier shall use all reasonable endeavours to deliver the products to the Customer in accordance with any delivery date agreed in writing with the Customer, but shall not be responsible for late delivery. Without prejudice to the generality of the foregoing, Supplier shall not be liable for late delivery or failure to deliver through any cause which is beyond the control of Supplier. Supplier shall not in any event be liable to the Customer in contract or tort or otherwise for any indirect or consequential loss or damage whenever or howsoever arising, including without limitation, loss of profit, loss of revenue, economic loss, depletion of goodwill and pecuniary loss of any kind whatsoever in the fullest extent permitted by law. Any further rights and remedies of the Customer than those as per this Section 2 based on a delay, in particular Customer's right to claim damages, shall be excluded.
2.2 The delivery time shall start at the time when the Supplier receives the documents according to Condition 6.3, all the production specifications, the exact packaging instructions, and the data required for the production of the Products, e.g. artworks, CD masters, DVD-masters etc., (hereinafter referred to as "Source materials") according to Supplier's technical conditions, which are available via the following Supplier's website: www.gzmedia.com (hereinafter referred to as the "Technical conditions"). If the Supplier does not receive the above mentioned documents, specifications or materials, he shall be not obliged to perform the Order. If the required specifications or Source materials are supplied after 12.00 CET noon in a given day, the delivery date shall be increased by one calendar day. If the Customer supplies Source materials and specifications that require further clarification or correction from the Customer, the previously confirmed delivery date will not apply and Supplier will quote the Customer a new delivery date on a best efforts basis.
2.3 If the Supplier is unable to deliver on time due to force majeure the time for delivery shall be extended and the Supplier will quote the Customer a new delivery date on a best efforts basis. Alternatively the Supplier may terminate the Order and shall not in any event be liable to the Customer for any direct, indirect or consequential loss or damage. Force majeure events shall include but are not limited to mobilization, war, civil insurrection, terrorism, acts of government, non-granting of required export permissions, epidemics, riot, explosion, accidents, flood, fire, sabotage, shortages of means of transport fuel or energy shortages or delay or accident in shipping or transportation, strike, lock-out, raw material shortages, restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, lack of transportation, interruption of electricity and forces of nature.
3.1 With respect to the character of the Supplier´s product portfolio, it is impossible to produce the exact quantity of Products as per the Order. Therefore, the Supplier is entitled to produce more or less Products than ordered, however, within the quantity tolerances set out hereby, and thus invoice the actually delivered quantity of Products, provided that it is within the quatity tolerance. The Customer is obliged to pay the price of the actually delivered Products.
4.1 Prices shall be EXW, Loděnice, Czech Republic (Incoterms 2010) excluding packing and any and all taxes, duties or imposts payable under applicable law. Customer agrees to pay or reimburse the Supplier for any such taxes, duties or imposts which the Supplier is required to pay. Unless provided otherwise in writing between parties, price shall be without the costs for cutting tools and transport, which shall be charged to Customer separately in accordance with the Supplier's quotation or valid price list of the Supplier or the documented costs.
e) The Supplier shall, by reason of the said relationship of bailment between the Customer (as bailee) and the Supplier (as bailor) be and remain legally and beneficially entitled to the proceeds of sale and the Customer shall pay such proceeds of sale into a separate account or, otherwise, shall ensure that all the proceeds of sale are kept by or on behalf of the Customer in a separate and identifiable form.
(v) from faulty or negligent handling, excessive strain, use of unsuitable appurtenances, or particular external influences not explicitly assumed to impact on the Products.
5.8 The Supplier's liability under this Condition shall be to the exclusion of all other liability to the Customer whether contractual, tortious or otherwise for defects in the goods or for any loss or damage to or caused by the goods. All other conditions, warranties, stipulations or other statements whatsoever concerning the goods, whether express or implied, by statute, at common law or otherwise howsoever, are hereby excluded to the fullest extent allowed by law; in particular (but without limitation of the foregoing) the Supplier grants no warranties regarding the fitness for purpose, performance, use, nature or quality of the goods, whether express or implied, by statute, at common law or otherwise howsoever. The Supplier shall not be liable if the Customer or a third party carries out modifications or repairs of the Products.
6.3 The Customer shall fill in the Copyright declaration (available on the Supplier's web side) to every Order and supply it to the Supplier. The Supplier is also entitled at its absolute discretion to require further reasonable evidence, the reasonableness of which shall be determined exclusively by the Supplier, that the Customer possesses all the relevant rights and licenses regarding any copyright or any other intellectual property right of any third party.
11.1 The Contract shall be governed by the law of England and subject to the exclusive jurisdiction of the courts of England unless the Customer has its registered office or main place of business in The Czech Republic or a non-EU member state in which case the Contract will be governed by the law of and subject to the exclusive jurisdiction of the courts of the relevant country.
Terms and Conditions valid from 1.6. 2014 until 31.5. 2016 to download in PDF here.
Terms and Conditions valid until 31.5. 2014 to download in PDF here.