STANDARD TERMS AND CONDITIONS
These terms and conditions (“Agreement”) contain the entire agreement between you (“Customer”) and Astor Enterprises, Inc. and its subsidiaries (“Furnace MFG”, “Furnace”, “Furnace Record Pressing”) concerning services rendered, (“Services”) and products (“Products”) manufactured by Furnace. This Agreement will supersede any prior oral or written understandings, representations and warranties and may not be amended except pursuant to a written document signed by Furnace.
- Prices, Orders and Shipments.
- a. All orders are subject to the terms and conditions detailed on any and all of the following documents: customer quotes, purchase orders and credit applications. Prices to be charged will be as agreed upon at time of order placement. Order cancellation requests must be made prior to order processing or start of manufacturing, and will only be granted upon Furnace’s written notice. Any order changes requested after an order has entered production will only be honored (a) if the order has not been partially or fully manufactured; and (b) upon issuance to Customer of a revised estimate from Furnace acknowledging and agreeing to the requested change order. Any and all claims arising from requested order changes or order cancellations will only be valid with a revised estimate from Furnace acknowledging and agreeing to the change or cancellation as well as written or digital acknowledgement of order change or cancellation by both Furnace and Customer. Customer is fully responsible for all charges incurred on any orders placed and not properly changed or cancelled, including any orders or shipments refused by Customer at time of delivery (provided that the refused shipment contains the items originally ordered by Customer). Costs given at time of order placement are within a range of +/- 10% of ordered quantity, and freight costs are estimates only and are subject to change; actual charges incurred will be reflected in full on final invoice.
- b. Ship dates provided by Furnace are estimates and not guaranteed. Furnace is not responsible for any losses or damages resulting from production or shipping delays. Customer can elect expedited shipping, but Furnace is not responsible for the increased cost of expedited shipping resulting from project delays or issues. Furnace is not responsible for any losses or damages resulting from project delays or issues. All shipments to Customer will be F.O.B. Furnace’s facility; shipping charges and risk of loss in transit will be Customer’s sole responsibility unless otherwise noted in writing by Furnace. Furnace reserves the right to make partial shipments when necessary. Unless otherwise noted, Furnace reserves the right to fulfill and charge for Customer‘s order quantity (including both finished goods and materials used to fulfill finished goods) within a range equal to +/- 10%. Completed weight of vinyl records may vary within +/- 10% of ordered weight. Return authorizations must be furnished in writing by a Furnace Project Coordinator prior to return of any finished product. Return authorization number and required forms must accompany any Customer returns.
- c. Furnace reserves the right to manufacture Products domestically or abroad at any point in the manufacturing process to ensure optimal quality and lead times.
- Payment Terms. All initial payments are due prior to the onset of production unless otherwise approved by Furnace. Final payments for freight charges and quantity adjustments are due prior to product being shipped. If credit terms are granted, all payments are due within the established credit terms unless otherwise agreed upon in writing by Furnace. First-time orders must be paid with secured funds (such as bank transfers, money orders, or cashier’s checks) unless otherwise agreed upon in writing by an authorized representative of Furnace. Invoices will be issued upon shipment, unless shipment is delayed, deferred or canceled by Customer, in which case a partial invoice will be issued for units manufactured. Charges for Services performed by Furnace hereunder will be invoiced upon completion of those services. Customer will be responsible for all local, state, federal or other governmental charges for sales, use, manufacturing, excise and similar taxes associated with production and performance of Services. Claims for adjustments in amounts due to Furnace must be presented to Furnace in writing within five (5) business days from the date of invoice. A late charge at the rate of one and one-half percent (1.5 %) per month (18% annually) may be charged for all amounts past due. Any credit on Customer’s account must be claimed or used within twelve (12) months from the shipping date of the goods to which the credit relates. Furnace will have a security interest in all Products until all amounts due are paid in full. If payment in full has not been received, Furnace reserves the right to delay or withhold shipment of any subsequent order, or, upon thirty (30) days written notice to Customer of its intent to do so, to auction, sell, or liquidate any or all components comprising the subsequent order in an effort to recoup any past due amounts. Customer agrees to pay Furnace all costs of collection, whether or not suit is instituted, as well as any and all royalties or licenses that may be necessary to facilitate the liquidation of Customer’s undelivered order.
- Materials Provided By Customer.
- a. If Customer provides artwork in connection with printing or packaging it must be received prior to the commencement of work. If Customer provides any materials for the final packaging of completed Products, delivery of said materials should be delivered to Furnace at least 2 weeks but no earlier than 2 weeks prior to the anticipated ship date of finished goods from Furnace, or within a timetable provided by Furnace.
- b. Customer is solely responsible for delivering Materials to Furnace. At Customer’s written request and sole risk, Furnace will store Materials, in accordance with Furnace’s Receiving and Warehousing Policies, Procedures and Fee Schedule, as long as Furnace is providing services hereunder, at any place that Furnace deems appropriate. Customer is responsible for insuring supplied Materials against damages; Furnace does not insure Customer supplied Materials. Customer is responsible for removal of all Materials within thirty (30) days of notification by Furnace. If Customer fails to remove Materials, Furnace will have the right to destroy, erase, or make any other disposition of those Materials without liability to Customer or any other person, at Customer’s expense. Costs to dispose Materials are subject to change, and available at http://www.furnacemfg.com/forms/scrap/fee_table.pdf.
- c. Master content materials provided to Furnace by the Customer will be retained by Furnace for an unspecified length of time sufficient to begin manufacturing. Digital master materials will not be returned to Customer. Customer is solely responsible for making and keeping any backups, copies or original versions of any supplied digital master materials. Analog masters will be returned to Customer at Customer’s sole cost and expense. Furnace will not be held liable for any damage to master content materials.
- Materials Provided By Furnace. Furnace shall retain title to all tooling (including but not limited to lacquers, masters, mother plates and stampers) produced by Furnace.
- Warranties, Representations, Indemnities, Limitation of Liability.
- a. Customer warrants and represents that it holds all rights (including, but not limited to master rights, mechanical rights, licensing, copyright and trademark rights) necessary for Furnace’s to render the Services without liability to any party. Customer agrees to provide Furnace with copies of any documentation to confirm such rights upon Furnace’s request. Furnace reserves the right to hold (subject to the terms of section 3 b) all completed Product until Customer supplies such documentation.
- b. Customer agrees to and does hereby indemnify, save and hold Furnace and its affiliates, and licensors and each of their respective officers, directors and employees harmless from any and all loss and damage arising out of, connected with or as a result of any inconsistency with, failure of, or breach or threatened breach by Customer of any warranty, representation, agreement, undertaking or covenant contained herein.
- c. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION, FURNACE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL FURNACE BE LIABLE FOR, AND CUSTOMER EXPRESSLY WAIVES ANY CLAIM FOR, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOST DATA, PROGRAMS, OR OTHER INFORMATION OR LOST PROFITS. IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL FURNACE’S LIABILITY TO CUSTOMER UNDER ANY THEORY EXCEED THE AMOUNT PAID BY CUSTOMER TO FURNACE PURSUANT TO FURNACE INVOICE(S) FOR THE RELATED SERVICES OR PRODUCTS.
- Risk of Loss. Products manufactured by Furnace for Customer will remain the property of Furnace until shipment to Customer pursuant to Paragraph 1. Upon Customer’s written request, and sole risk, finished Products will be held by Furnace at no charge for up to thirty (30) days, in accordance with Furnace’s Receiving and Warehousing Policies, Procedures and Fee Schedule following Customer’s notification of order completion provided in writing or electronically by an authorized representative of Furnace or invoice date, whichever comes first. Furnace will not be liable for any loss or damage that may occur to Products during this time. In the event that Products manufactured by Furnace per Customer’s purchase order remain in Furnace’s possession beyond the thirty (30) day period following order completion, Furnace will provide Customer with written notice that Customer’s product is at risk of being destroyed and/or disposed of. If, after thirty (30) days, Customer has not responded to Furnace’s written notice, Furnace may impose a storage charge, or destroy and/or dispose of Customer’s Products without any liability, as per Furnace’s Inventory and Receiving Policy.
- Force Majeure.Furnace will not be liable for any delay in performance or failure to perform, in whole or in part, due to regional or country-wide: labor dispute, strike, war or act of war (whether an actual declaration is made or not), insurrection, riot, civil commotion, act of public enemy, accident, fire, flood, or other act of God, act of any governmental authority, judicial action or similar causes beyond Furnace’s control.
- Severability. If any provision in this Agreement is found to be invalid, unenforceable or void by a court of competent jurisdiction, such provisions shall be deemed to be severed, and the remaining provisions will remain in full force and effect.
- Governing Law. This Agreement shall be governed by and constructed in accordance with the laws of the Commonwealth of Virginia.
- Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any such arbitration shall take place in Fairfax County, Virginia, and the parties specifically waive any claims as to venue, jurisdiction or forum for non-convenience.