06 Jun Terms and Conditions
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
1. Area of applicability
1.1. Production supply agreement is composed of Production supply agreement Special Conditions Annex (further – Special Conditions Annex) signed by UAB BOD Group (further – BOD Group) and customer (further – CUSTOMER), further together called “Parties”, and this Production supply agreement General terms & conditions (further – General terms & conditions). Unless otherwise agreed in Special Conditions Annex, the General terms & conditions shall be applied to all quotations and purchase contracts.
1.2. BOD Group supplies Production for CUSTOMER who has signed the Special Conditions Annex to the General terms & conditions. Whereas CUSTOMER correctly and timely accepts the Production and pays the invoices.
1.3. Production is considered to be all CD, DVD, Blu-ray and Vinyl production and packaging, specified in the Order form confirmed by the CUSTOMER.
1.4. The General terms & conditions are valid in a whole scope, unless the Parties agree for different conditions in the Special Conditions Annex. In case of contradictions between the General terms & conditions and Special Conditions Annex, the Special Conditions Annex shall be applied.
2. Ordering, manufacturing and delivery terms
2.1. CUSTOMER and BOD Group fill out and sign the Special Conditions Annex, where CUSTOMER designates the Authorised person (persons) who has the right to act on behalf of the CUSTOMER by submitting and confirming the orders by email.
2.2. CUSTOMER‘S Authorised person submits the order to BOD Group by email. BOD Group determines the delivery terms, price and other conditions. The order is considered to be confirmed when the CUSTOMER‘s Authorised person confirms by email that all conditions noted in the order form are correct.
2.3. CUSTOMER shall provide to BOD Group all specific production material prepared in compliance with Data submission requirements for CD/DVD/Blu-ray/Vinyl production. If the production material is not in line with applicable specifications, BOD Group can complete, amend, improve the material at the CUSTOMER’s expense. If there is no possibility to fix the material, it is returned to the CUSTOMER at the CUSTOMER’s expense..
2.4. BOD Group shall start the production process after the order is confirmed, i.e. the order is confirmed by email, payment is made, and the requested material is correctly provided by the CUSTOMER. If deficiencies are found, the start of production is suspended and resumed only after correct material is received.
2.5. BOD Group shall have the right to refuse or cancel any order if there is an apprehension that the CUSTOMER will not be able to fulfil his duties completely, in time or if the order content violates the law or moral principles.
2.6. Parties agree while ordering first or repeated Production edition, Silkscreen or Offset printing deviation is allowed up to 5% compared to the confirmed Pantone or CMYK colour scale graphic image.
2.7. Using CUSTOMER’S provided material for Production (CD/DVD/Blu-ray/Vinyl masters, graphic design templates), the manufacturing tools (stampers, films) are made by BOD Group. They shall remain the property of BOD Group and be kept at BOD Group expenses for 36 months (Vinyl -24 months) from the date of the first order. If the CUSTOMER does not request to return this material at CUSTOMER‘S expense after this period, the materials shall be destroyed.
2.8. Using the same production materials (stampers) BOD Group guarantees to supply 4 (four) repeated editions of CD/DVD Production, 2 (two) repeated editions of Blu-ray Production, but not exceeding the overall quantity of 30 000 units (including the first edition), and no later than 2 years from the date of the first order. Maximum Vinyl production using one stamper is 750 pcs.
2.9. CUSTOMER is obliged to accept the Production within 7 (seven) working days since the confirmed delivery date.
2.10. Unless otherwise agreed in writing, the Production transportation method and conditions shall be exclusively determined and transportation costs covered by BOD Group (DAP Incoterm). In case of any additional requirements for transportation like special packaging, customs and freight charges, CUSTOMER shall cover additional expenses.
2.11. The risk of Production loss or damage is transferred to the CUSTOMER once the Production has been handed to a person or entity executing the pickup from BOD group facility (ExW Incoterm) or at the point of destination mentioned in the contract of delivery (DAP Incoterm).
3. Invoices and terms of payment
3.1. CUSTOMER is obliged to pay 100% of invoiced sum issued by BOD Group before the production process starts, unless otherwise stated in a Special Conditions Annex.
3.2. BOD Group issues invoices on the day of the shipment. In case of deferred payment, the due date is calculated since the day on the invoice. In case of partial deliveries, the separate invoice is issued for each shipment.
3.3. All bank transfer costs shall be paid by the CUSTOMER. The payment is considered to be made once the payment is deposited into BOD Group account.
3.4. In order to obtain a payment credit with BOD Group, CUSTOMER must fill out a credit application before any order can be processed. The decision to approve or deny the payment credit, depends on the CUSTOMER’S creditworthiness.
3.5. BOD Group has a right to utilise CUSTOMER’S payments to cover outstanding costs like interest, fines, other additional expenses against the oldest outstanding debt, and afterwards allocate the payment to current / latest Production.
3.6. In case CUSTOMER fails to make a payment within agreed period, BOD Group shall have a right to refuse order fulfilment and / or delivery of the Production. If the CUSTOMER fails to make a payment by the set deadline, BOD Group shall have a right to cancel approved payment credit and demand payment immediately.
3.7. All expenses incurred by BOD Group due to CUSTOMER’S delayed payment (including the interests, fines, costs of legal advisers and debt collectors, legal services, etc.) shall be transferred to CUSTOMER.
4. Production quality
4.1. CUSTOMER shall examine the Production for defects and completeness immediately upon receipt. If BOD Group does not receive any claims in written form within 5 (five) working days since the Production delivery date, it is considered that Production has no defects. Random defects of a part of a shipment (order) do not give a right to reject the complete shipment.
4.2. In case of later discovery of Production defects (but no later than 14 days after delivery to the CUSTOMER) which could not have been noticed upon receipt, BOD Group shall replace the defected Production with appropriate Production within agreed period of time or issue a credit invoice for the quantity defected.
4.3. Claims for Production shall not be accepted if the CUSTOMER’S material (CD/DVD/Blu-ray/Vinyl data, graphic design, as well as BOD Group manufactured tools like stampers, films) has been returned to the CUSTOMER or destroyed by his/her request.
4.4. If the CUSTOMER‘S provided data contains any unusual effects (e.g. untypical pauses, sounds that may be considered as other sounds, deliberate distortions, cut ends or hidden sound tracks, etc.), CUSTOMER shall fully and precisely describe all these unusual effects before placing the order. In case this requirement is not followed, the CUSTOMER shall lose the right to claim for possible defects of production.
4.5. Any faulty Production return shall be executed at CUSTOMER‘S expense. If the returned faulty Production is proven to be BOD group’s error, BOD group shall cover the most economical transportation costs. If the return is impossible for reasons related to CUSTOMER, the CUSTOMER shall lose the right to claim for faulty Production.
5. Defects Liability (Records)
5.1 The Customer shall inspect the Products immediately upon delivery. In respect of damage which could have been caused during transportation and which such a reasonable inspection would reveal the Customer must deliver to the supplier a shipping document executed by both the Customer and a representative of the shipping agent stating the nature and scope of the damage.
5.2 In respect of volume deficiencies the Customer must notify the supplier within 48 hours providing reasonable documentation to back up such claims.
5.3 In respect of hidden defects the Customer must notify the supplier upon them becoming apparent or at latest within two calendar months of the date of delivery.
5.4 Unless the Customer complies with the above any liability of the supplier for defects or volume deficiencies will be excluded.
5.5 Providing notification is given in accordance with the above clauses the supplier will free of charge and within a reasonable time repair or, at its absolute discretion replace, defective products and make good any volume deficiencies PROVIDED THAT
a) such defects shall be found to have arisen solely from the Supplier’s faulty design, workmanship or materials, and
b) the defective Products shall be returned to the Supplier’s factory for the Supplier’s own inspection at the Supplier’s expense and in the way determined by the Supplier, if so requested by the Supplier (particularly if the samples of the Products, which were kept by the Supplier, are not defective), and
c) the claimed defect was not within the Source materials sample, artwork, data, material or documentation approved by the Customer or provided by the Customer, and
d) the percentage of Products under complaint claimed is greater than 1% of the total number of units delivered.
5.6 Alternatively to Condition 5.5, the Supplier shall be entitled at its absolute discretion to refund the reasonable part of price of the defective goods in the event that such price shall already have been paid by the Customer to the Supplier, or, if such price has not been so paid, to relieve the Customer of the obligation to pay the same by the issue of a credit note in favour of the Customer in the amount of such part of price.
5.7 The Supplier shall not be liable for:
(i) defects which only insignificantly impair the use of the Products;
(ii) insubstantial deviations of the Products from specification;
(iii) natural wear and tear;
(iv) damage, arising after the transfer of risk; or
(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. Copyrights, Author and neighbouring rights
6.1. CUSTOMER confirms to possess all rights for the duplication and distribution, including mechanical reproduction and duplication rights for software, audio, video, text, other data recordings. CUSTOMER confirms by signing Special Conditions Annex, that order placed does not violate the European Union law provision of authors and neighbouring rights.
6.2. CUSTOMER confirms that all copyright fees and other payable fees are paid to the authors / neighbouring rights owner and collective associations.
6.3. BOD Group guarantees that CUSTOMER‘S contacts, information about the orders and production documentation will be used only for obligations defined in Production supply agreement terms & conditions, though the CUSTOMER agrees that the information about the orders will be disclosed to copyright collective administration associations and authors / neighbouring rights parties.
6.4. Any claims or disputes arising from the authors / neighbouring rights or representing organisations shall be solved by CUSTOMER without involving BOD Group. CUSTOMER shall compensate BOD Group all expenses for claims raised by third parties, including authors / neighbouring rights or other representing organisations.
6.5. BOD Group shall perform only technical / mechanical Production manufacturing and by no means shall distribute, copy or produce it for purposes unrelated to Production supply agreement terms & conditions and / or CUSTOMER‘S order.
7. Parties responsibility
7.1. BOD Group shall not be liable for the loss or damage of the data provided by the CUSTOMER which occurs during transportation (from CUSTOMER to BOD group). CUSTOMER confirms that data intended to be used for Production has copies which are available for the CUSTOMER and can be supplied to BOD Group.
7.2. All additional costs experienced by BOD Group, invoked from CUSTOMER’S inappropriate, incomplete information or late submission shall be paid by the CUSTOMER.
7.3. In case BOD Group is late to supply the Production due to BOD Group fault, the CUSTOMER shall have a right to require for a discount equal to 0.2% (two tenths of a percent) of Production value for each day of delay. Total discount cannot exceed 15% of Production value.
7.4. CUSTOMER agrees that any delay in paying invoices on time is subject to 0.2% (two-tenths of a percent) interest on the unpaid amount for each day of delay.
7.5. In case of unexpected events or circumstances beyond the BOD Group reasonable control, including strikes, raw material delivery delays, riots, etc., Production delivery time will be respectively expanded. Parties shall not be responsible for non-fulfilment or improper fulfilment of General terms & conditions inducted by Force Majeure conditions, approved by Lithuanian Government act No. 840.
7.6. Parties confirm that interest and penalty rates in chapters 6.3, 6.4 and 6.5 of General terms & conditions are acceptable and determined in accordance with principles of fairness and justice, and are assimilated to predefined minimal losses of value which is economically based and meets the interests of the Parties.
8. Final Provisions
8.1. Any changes or supplements of General terms & conditions shall have to be made in writing and signed by the BOD Group and CUSTOMER representatives.
8.2. BOD Group and CUSTOMER agree that all disputes arising out of these General terms & conditions shall be solved by negotiations. If no joint agreement is made within 30 days, the disputes shall be referred to the courts of the Republic of Lithuania in Vilnius, and shall be treated according to the laws of the Republic of Lithuania.
8.3. The Production supply agreement in full scope (General terms & conditions and Special Conditions Annex) shall enter into force since the moment CUSTOMER and BOD Group sign the Special Conditions Annex and shall be valid until complete fulfilment of obligations of both Parties.
9. Intellectual Property
The Service and its original content, features and functionality are and will remain the exclusive property of BOD and its licensors.
10. Links To Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by BOD.
BOD has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that BOD shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
12. Governing Law
These Terms shall be governed and construed in accordance with the laws of Lithuania without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 15 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
14. Contact Us
If you have any questions about these Terms, please contact us.