Terms and Conditions
TERMS AND CONDITIONS OF SALE
Vinyl / Physical Media Manufacturing, Packaging and Fulfillment to be provided by Conectiv Supply Chain Solutions, Inc.
IMPORTANT — PLEASE READ CAREFULLY. THESE TERMS AND CONDITIONS OF SALE (THESE “TERMS”) GOVERN ALL ORDERS FOR CUSTOM VINYL RECORD MANUFACTURING, PACKAGING, AND RELATED PRODUCTS (THE “PRODUCTS”) PLACED THROUGH THE ONLINE ORDERING PORTAL LOCATED AT https://portal.conectivrecordpressing.com/ (THE “PORTAL”) AND OPERATED BY CONECTIV SUPPLY CHAIN SOLUTIONS, INC. (“COMPANY”). BY CREATING A PORTAL ACCOUNT, CHECKING THE ACCEPTANCE BOX AT CHECKOUT, OR PLACING AN ORDER THROUGH THE PORTAL, THE PERSON OR ENTITY PLACING THE ORDER (“CUSTOMER”) ACCEPTS AND AGREES TO BE BOUND BY THESE TERMS. IF CUSTOMER DOES NOT AGREE TO THESE TERMS, CUSTOMER MUST NOT PLACE AN ORDER.
1. The Portal; Eligibility; Accounts
1.1 The Portal. The Portal allows Customer to configure Product specifications, obtain pricing, upload Customer Content (as defined in Section 5), place orders, and pay by credit card. Company may modify, suspend, or discontinue any feature of the Portal at any time and may establish reasonable ordering procedures that supplement these Terms.
1.2 Eligibility. Customer must be at least eighteen (18) years old and must provide a shipping address within the United States. If an individual places an order on behalf of a company or other legal entity, that individual represents that he or she has authority to bind that entity, and “Customer” refers to that entity.
1.3 Accounts. Customer agrees to provide accurate, current, and complete registration and order information and to keep it updated. Customer is responsible for maintaining the confidentiality of its account credentials and for all activity under its account, and will promptly notify Company of any unauthorized use of its account. Company may suspend or terminate an account, or refuse orders placed through it, for violation of these Terms, suspected fraud or abuse, or improper payment disputes.
2. Orders; Acceptance
2.1 Order as Offer. Each order submitted through the Portal is an offer by Customer to purchase the Products described in the order. Company’s automated order confirmation acknowledges receipt of the order only and is not acceptance. An order is accepted only when Company (a) confirms acceptance in writing (including by email or through the Portal), or (b) schedules the order for production, whichever occurs first.
2.2 Right to Refuse; Errors. Company may decline, cancel, or limit any order prior to acceptance for any reason, including but not limited to concerns regarding Customer Content or Customer’s rights in it, suspected fraud, capacity constraints, or pricing, description, or system errors displayed through the Portal. If Company declines or cancels an order under this Section 2.2, Company’s sole obligation is to refund the amounts paid for that order.
2.3 Entire Order Terms. These Terms, together with the specifications, quantities, pricing, and other order details confirmed at checkout, constitute the complete agreement for each order. Any different or additional terms proposed by Customer (including in any purchase order or other Customer document) are rejected and have no effect unless Company expressly agrees to them in a writing signed by an authorized representative of Company.
3. Prices; Payment
3.1 Prices. Prices are as displayed in the Portal at checkout, are based on the specifications and quantities selected by Customer and are exclusive of taxes and any shipping and handling charges, which will be shown at checkout or otherwise stated before order submission.
3.2 Payment in Full at Checkout. Payment of the full order amount is due at the time the order is placed and must be made by credit card or another payment method offered through the Portal. Company does not accept purchase orders and does not offer deposits, credit terms, or partial or installment payments through the Portal. Customer represents that it is authorized to use the payment method provided.
3.3 Failed or Reversed Payments. Company may suspend performance of, or cancel, any order for which payment fails, is reversed, or is disputed.
3.4 Chargebacks. Customer agrees to use the warranty and claims process in these Terms, rather than payment card disputes, for claims regarding the Products. Initiating a chargeback with respect to Products or services that conform to these Terms is a breach of these Terms, and Company may suspend Customer’s account and recover the disputed amounts, together with attorney’s fees as provided for in Section 20.2.
4. Taxes; Exemption Certifications
4.1 Collection. Company will calculate, collect and remit applicable sales and similar transaction taxes when required by law, as displayed at checkout.
4.2 Exempt Purchases. To complete a purchase without payment of sales tax, Customer must, at or before checkout: (a) certify through the Portal that the purchase qualifies for a resale or other exemption; and (b) submit a complete and valid exemption or resale certificate (or other documentation acceptable to Company) through the Portal. Company may accept exemption certifications and documentation in good faith, without independent verification, and may rely on them in determining whether to collect sales tax.
4.3 Customer Responsibility. If Customer’s exemption documentation is missing, invalid, incomplete, inaccurate, or untimely, or the claimed exemption does not apply, Company may charge and collect the applicable tax, and Customer authorizes Company to charge such amounts to Customer’s payment method on file, and for any tax, interest, penalties or costs resulting from invalid, incomplete, inaccurate or untimely exemption information supplied by Customer. Customer will promptly notify Company if any claimed exemption expires or is revoked.
5. Customer Content; Rights
5.1 Customer Content. All materials and content provided by Customer for the manufacture of the Products — including audio masters and files; artwork and images for center labels, sleeves, jackets, stickers, and inserts; text; metadata; and any other materials uploaded to the Portal — are “Customer Content”.
5.2 Customer Rights Responsibility. As between Company and Customer, Customer is solely responsible for obtaining and maintaining, at its sole expense, all rights, licenses, consents, authorizations and clearances required for the Customer Content to be used in connection with Company’s manufacture of the Products and performance of the related services, and to allow Company to perform such services, including all necessary and applicable intellectual property rights (“IP Rights”) and any mechanical, master use, publicity, or other rights or royalties applicable to the Customer Content. By submitting an order, Customer certifies that it owns or controls all rights necessary for Company to manufacture the Products and that the Customer Content, and its manufacture and distribution, will not violate any law or the rights of any third party.
5.3 Ownership; License. Customer Content, and all rights therein, remain the exclusive property of Customer, and Company will not acquire title to any Customer Content under these Terms. Customer grants Company a royalty-free, non-transferable license (with the right to sublicense to Company’s affiliates, manufacturing partners, and subcontractors as described in Section 17) to reproduce and use Customer Content to the extent necessary for Company to perform the services and manufacture the Products for Customer.
6. Acceptable Content; Right to Refuse
6.1 Refusal Rights. Company is not obligated to provide, and may refuse, suspend, or cancel, any order or services that: (a) facilitate piracy, counterfeiting or bootlegging, violation of copyright or other laws or standards, or the circumvention of encryption or content-protection programs or standards; (b) involve Customer Content that is the subject of any actual or alleged violation, misappropriation, or infringement of IP Rights or that Company reasonably believes may become subject to such a dispute), or (iii) which; (c) involve Customer Content for which Customer cannot sufficiently demonstrate ownership or IP Rights upon Company’s request.
6.2 Documentation; Effect of Cancellation. Company may require reasonable documentation of Customer’s rights in Customer Content at any time before or during production. If Company cancels an order under this Section 6, Company will refund the amounts paid for the order less Company’s costs reasonably incurred for work performed and non-cancellable commitments.
7. Customer Files and Materials
7.1 Production-Ready Files. Customer is responsible for the accuracy, completeness, quality, technical suitability and backup of all masters, files, artwork, data and other materials it supplies, and must provide files conforming to Company’s published specifications and templates (including dimensions, bleed, resolution, and color profiles for artwork, and format requirements for audio masters).
7.2 No Duty to Review. Unless separately contracted, Company has no duty to discover creative, spelling, sequencing, licensing, mastering, barcode, credit, labeling or design errors in Customer Content.
7.3 Non-Conforming Files. Company may reject non-conforming files and request corrected files, and production timelines will be extended accordingly.
7.4 Screen Variation. Colors and appearance displayed on screen will vary from printed and pressed output. Exact color matching is not guaranteed unless expressly stated by Company in writing.
8. Proofs; Test Pressings; Approvals
8.1 Digital Proofs. Company will provide digital proofs of packaging components (for example, jackets, sleeves, center labels, inserts, and stickers) if Customer has selected this option on the portal, for Customer approval before the order is Scheduled for Production.
8.2 Test Pressings. Company will provide test pressings for Customer approval before commencing the full production run.
8.3 Approvals Final. Customer approval of a digital proof, test pressing or sample is final as to matters reasonably detectable in it. Changes requested after approval may result in additional charges and schedule changes and are subject to Section 9.
8.4 Failure to Respond. If Customer fails to approve or reject a proof or test pressing within [thirty (30)] days after Company provides it and gives Customer notice, Company may cancel the order and refund the amounts paid less the Cancellation Fee (as provided for in Section 9.2) and Company’s costs reasonably incurred for work performed and non-cancellable commitments.
9. Changes; Cancellation; No Returns
9.1 Scheduled for Production. An order is “Scheduled for Production” when Company assigns the order to its production schedule, which generally occurs after Company’s receipt of conforming production files and Customer’s approval of the applicable digital proofs and test pressings.
9.2 Before Production Scheduling. Customer may request changes to, or cancellation of, an order at any time before the order is Scheduled for Production. Change requests are subject to Company’s approval and may result in revised pricing and timelines, including charges for any revised or additional digital proofs or test pressings required by the change. If Customer cancels an order before it is Scheduled for Production, Company will refund the amounts paid less (a) a cancellation and processing fee of $[150] per order (the “Cancellation Fee”) and (b) Company’s reasonable costs incurred in connection with the order before cancellation, including the costs of producing and delivering digital proofs and test pressings (and associated lacquer cutting, plating, and setup).
9.3 After Production Scheduling. ONCE AN ORDER IS SCHEDULED FOR PRODUCTION, THE ORDER CANNOT BE CANCELLED OR CHANGED AND NO REFUND WILL BE ISSUED, except as expressly provided in Section 13 (Limited Warranty) or where Company cancels the order under these Terms.
9.4 No Returns. Because all Products are custom manufactured to Customer’s specifications, Products may not be returned, and refunds will not be issued, other than pursuant to the Limited Warranty in Section 13.
10. Quantities; Process Variation
10.1 Exact Quantities. Orders will be filled based upon the exact quantity ordered. Company does not produce or ship overages, and Customer will not be charged for more than the quantity ordered. If a shipment contains fewer conforming units than ordered, Customer’s remedy is set forth in Section 13.
10.2 Process Variation. Vinyl pressing, printing, packaging and related manufacturing involve normal process variation. Record weight, vinyl color and visual effects (including marble, splatter, and similar effects, which vary from unit to unit and from digital previews), print color, trim, registration, dimensions and similar characteristics may vary within customary industry and process tolerances. Such variation is not a defect.
11. Production Schedule; Force Majeure
11.1 Estimates. Production and delivery dates are good-faith estimates, not guarantees, unless Company expressly agrees in writing to a guaranteed date. Any stated production period begins only after the order is Scheduled for Production. Customer-caused delays (including delayed file corrections or delayed approvals) may reset or extend the schedule.
11.2 Force Majeure. Company is not liable for delay or failure to perform caused directly or indirectly by events beyond its reasonable control, including but not limited to strikes, lockouts, labor disturbances, failure or delay of transportation facilities, acts of God, war, terrorism, riot, civil commotion, requirement or action of governmental authority preventing or delaying performance, accident, storm, flood, earthquake or other severely adverse weather conditions, fire, electrical blackouts or shortages, raw materials shortage and/or unavailability, damage to facilities or epidemics or pandemics.
12. Shipping; Risk of Loss; Title
12.1 Delivery Scope. Company currently ships only to addresses within the United States. All completed Products will be shipped to the shipping address provided by Customer at checkout; Company does not offer storage of completed Products.
12.2 Charges. Shipping and handling charges are as displayed at checkout or otherwise stated by Company before order submission.
12.3 Risk of Loss; Title. Company is responsible for loss of, or damage to, Products and materials while in Company’s possession or control before shipment. COMPANY WILL, AS CUSTOMER’S SOLE REMEDY FOR SUCH LOSS OR DAMAGE, REPLACE THE AFFECTED UNITS OR REFUND THE PRICE PAID FOR THEM. Title and risk of loss passes to Customer when Products are tendered to the carrier at Company’s or its manufacturing partner’s shipping point. Company will reasonably cooperate with Customer in submitting claims to the carrier for loss or damage occurring in transit.
13. Limited Warranty
13.1 Warranty. Company warrants that Products manufactured for Customer will be free from manufacturing defects in accordance with general industry standards for a period of one (1) year from the date of manufacture (the “Warranty Period”).
13.2 Exclusive Remedy. For each unit of Product reasonably confirmed by Company to be defective under this warranty, and for any shortage confirmed under Section 13.3, Company will, at its option, replace the affected units or refund the price paid for them. THE FOREGOING IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR PRODUCT DEFECTS, SHORTAGES, AND BREACH OF WARRANTY.
13.3 Inspection; Claims. Customer must promptly inspect Products upon receipt. Visible damage, shortages or shipment errors must be reported in writing within ten (10) business days after receipt. Latent manufacturing defects must be reported in writing promptly after discovery and within the Warranty Period. Customer must provide reasonable samples, photographs or returns requested by Company for inspection. A return authorization must be requested by Customer and issued in writing by a Company customer service representative before any Product is returned, and returned Products must comply with the requirements stated in the return authorization.
13.4 Exclusions. This warranty does not cover normal manufacturing and process variation within stated or customary tolerances (Section 10); defects or errors in, or arising from, Customer Content or Customer-supplied materials; carrier damage; improper storage, handling, or use after risk of loss passes (including exposure to heat or humidity); ordinary wear; or matters approved by Customer in proofs or test pressings.
13.5 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 13, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED IN DURATION TO THE WARRANTY PERIOD.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REVENUE, SALES, BUSINESS, GOODWILL, RELEASE OPPORTUNITIES OR ANTICIPATED SAVINGS. COMPANY’S AGGREGATE LIABILITY ARISING FROM OR RELATING TO AN AFFECTED ORDER UNDER ANY AND ALL LEGAL THEORIES OF RECOVERY, INCLUDING BREACH OF CONTRACT OR WARRANTY, BREACH OF FIDUCIARY DUTY, TORT (INCLUDING NEGLIGENCE), STRICT OR STATUTORY LIABILITY, OR ANY OTHER CAUSE OF ACTION FOR ANY ONE ACT, OMISSION, OR BREACH (OR SERIES OF RELATED ACTS OR BREACHES) WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO COMPANY FOR THAT ORDER.
15. Indemnification
Customer shall indemnify, defend, and hold harmless Company and its affiliates and their officers, directors, and employees from and against any and all third-party claims, causes of action, demands, damages, liabilities, costs and expenses (including attorneys’ fees and legal expenses) arising from or related to (a) Customer’s breach of these Terms, (b) Customer’s unlawful use or distribution of Products manufactured by Company and (c) Customer’s actual or alleged violation, misappropriation, or infringement of any IP Rights or any actual or alleged violation of law as it relates to any Customer Content, including, but not limited to, any and all literary, dramatic, artistic, personal, privacy, music or other royalties in connection with Customer Content; or Customer’s failure to have the necessary rights to allow Company to use any Customer Content in connection with the services rendered to Customer.
16. Tooling; Stampers; Production Materials
Customer retains ownership of Customer Content and any tangible Customer-owned materials provided to Company. Manufacturing tooling and process materials created or obtained by Company or its manufacturing partners — including lacquers, fathers, mothers, stampers, dies, plates, screens and internal production files and data developed in or for the performance of the services — remain the property of Company or the applicable manufacturing partner. Company may retain, recycle or dispose of such tooling and production materials in accordance with its then-current retention policy. Any special retention, transfer, retrieval or extended-storage arrangement must be agreed in writing and may be subject to additional charges.
17. Subcontractors
Company may use qualified affiliates, manufacturing partners, carriers and subcontractors in the performance of an order at no additional cost to Customer and may provide them Customer Content and production information as reasonably necessary to perform the order.
18. Confidentiality; Privacy
18.1 Confidentiality. Each party will use reasonable care to protect the other party’s nonpublic, proprietary, or confidential information received in connection with an order, including unreleased audio, artwork, release plans, pricing and business information, and will use it only as necessary to perform or receive the Products and related services.
18.2 Privacy. Company collects and uses personal information in connection with the Portal as described in its Privacy Policy, available at https://www.conectiv-scs.com/privacy-policy/ Company may use Customer order, shipping and contact information as reasonably necessary to provide manufacturing, fulfillment, customer-service and related services, comply with law, and protect against fraud or security incidents, subject to applicable privacy law.
19. Electronic Transactions; Notices
19.1 Electronic Transactions. Customer consents to transact electronically and agrees that these Terms, order confirmations, notices, and other records and communications may be provided electronically (including by email or through the Portal), and that Customer’s electronic acceptance (including checking a box at checkout) has the same force and effect as a handwritten signature.
19.2 Notices. Notices to Customer may be sent to the email address associated with Customer’s account or provided at checkout. Notices to Company must be sent to Contact@conectiv-scs.com
20. Governing Law; Venue; Attorneys’ Fees
20.1 Governing Law; Venue. These Terms and each order will be governed by and construed in accordance with the laws of the State of Tennessee without respect to conflict of laws principles. The parties hereby (a) submit to the non-exclusive jurisdiction of the state or federal courts located in Shelby County, State of Tennessee in connection with any dispute which may arise under these Terms or an order, or their implementation or enforcement; (b) consent to the jurisdiction of any such court in any suit, action or proceeding in connection with an order and/or these Terms and to the exercise of in personam jurisdiction over it by any such court; and (c) waive any objection to the laying of venue of any such suit, action or proceeding in any such court.
20.2 Attorneys’ Fees. If any action or proceeding (including collection proceedings) is brought by either party with respect to an order and/or these Terms, or with respect to the interpretation, enforcement, or breach thereof, the prevailing party in such action shall be entitled to an award of reasonable attorneys’ fees, to be paid by the losing party, in such amount as may be determined by the court having jurisdiction of such action.
21. General
21.1 Independent Contractor. Company will perform the services as an independent contractor. Nothing contained in these Terms shall be deemed to constitute either party or any of its affiliates or representatives the partner, agent, or legal representative of the other party or its affiliates or representatives or to create any fiduciary relationship for any purpose whatsoever.
21.2 Severability. If any provision in these Terms is found to be invalid, unenforceable or void by a court of competent jurisdiction, such provision shall be deemed to be severed from these Terms, and the remaining provisions will remain in full force and effect.
21.3 Entire Agreement; Updates. These Terms , together with the order details confirmed at checkout, constitute the entire agreement between the parties with respect to each order and supersede any prior oral or written understandings, representations and warranties (including any terms and conditions which may appear on any Customer purchase order or order form) with respect to its subject matter. Company may update these Terms from time to time; the version of these Terms in effect at the time an order is placed governs that order.
21.4 Assignment. Customer may not assign any order without Company’s prior written consent. Company may assign any order to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets.
21.5 No Waiver; No Third-Party Beneficiaries; Survival. No failure or delay by either party in exercising any right under these Terms is a waiver of that right. These Terms do not confer any rights on any third party. Provisions that by their nature should survive completion or cancellation of an order (including Sections 4, 5, 6, 13, 14, 15, 16, 18, 20, and 21) will survive.