kindercore vinyl Terms & Conditions
Last revised July 21, 2017
Any order submitted to Kindercore Vinyl, LLC (“Kindercore Vinyl”), by you (“Customer“) shall be accepted entirely at the discretion of Kindercore Vinyl and will only be accepted upon the following Terms and Conditions (“Conditions').
Order Submission and Acceptance. Each accepted order constitutes an individual, legally binding contract between Customer and Kindercore Vinyl and such contract is hereinafter referred to in these Conditions as an “Order.'' Orders will be accepted only at Kindercore Vinyl’s offices in Athens, GA upon written confirmation from an authorized representative of Kindercore Vinyl. Kindercore Vinyl reserves the right to refuse acceptance of any Order for any reason.
Services. Based on the Order, Kindercore Vinyl shall supply products and services including but not limited to, print and packaging, replication of vinyl, mastering services (via third party mastering studio), fulfillment and distribution ("Products").
Payment Terms. A 75% deposit is due before Kindercore Vinyl will consider your Order complete. The remaining balance plus shipping costs are due upon completion of Order and prior to shipping or pick up of Customer’s completed Products. Kindercore Vinyl accepts money orders, checks, direct wire transfer and all major credit cards.
Completing Your Order. Jobs will not be scheduled for pressing until all data required for the production of Products, e.g. artwork, masters, signed IPR forms and other necessary copyright clearance documents (“Source Materials”) have arrived in our warehouse along with your 75% deposit.
Changes. If the Customer (i) requests changes to specifications or processing of the Products or (ii) fails to provide artwork in accordance with Kindercore Vinyl’s technical specifications, Kindercore Vinyl may make all necessary corrections and produce the Product accordingly but is entitled to charge the Customer the reasonable cost of the extra work.
Test Pressing. Kindercore Vinylwill begin working on Customer’s Order once Customer’s deposit and Source Materials are received. Before pressing Customer’s final Product, Kindercore Vinyl shall provide a digital audio sample of the recording via email and a physical Test Pressing of the record will be shipped via mail. Test Pressings are provided so that Customer may preview the audio quality of their Order. Kindercore Vinyl shall not begin pressing the final Order until Customer has submitted their written approval of the Test Pressing. Once Customer approves the Test Pressing, NO CHANGES OR CANCELLATIONS to Order shall be permitted or accepted.
Turnaround and Delivery
Kindercore Vinyl shall provide a good faith estimate of the turnaround time for Customer’s Order. However, exact turnaround times are not guaranteed. Pressing and shipping dates are dependent on Customer’s timely approval of Test Pressing. Kindercore Vinyl agrees to use commercially reasonable means to complete Customer’s Order within the quoted timeframe, however, exceeding the agreed date of delivery by Kindercore Vinyl shall not constitute a breach of contract and shall not entitle Customer to annul or terminate the Order in whole or in part and/or claim for damage suffered by Customer or others. Furthermore, Customer shall not hold Kindercore Vinyl liable for order delays related to third parties.
Force Majeure. If Kindercore Vinyl is unable to deliver on time due to force majeure, the time for delivery shall be extended and we shall send Customer a new quote with an updated delivery date on a best efforts basis. Alternatively, Kindercore Vinyl 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.
Storage of Products. If the Products scheduled for pickup are not collected from Kindercore Vinyl’s warehouse within one (1) month of Order completion, Kindercore Vinyl is entitled at its absolute discretion to destroy the Products.
Shipping. Title and risk of loss of goods shipped shifts to Customer and carrier upon shipment. All shipping costs will be borne by Customer. Customer shall be deemed to have accepted all goods upon their delivery to the address specified in the Order. The Customer shall be entitled to refuse acceptance of delivery only if the Products are visibly and substantially defective and the Customer provides Kindercore Vinyl with specific written notice thereof within three (3) days of delivery of such Products.
Quantity Tolerances. The difference between the quantity of Products determined in the Order and the actual delivered quantity of the Product may not exceed ten (10) percent. If Customer receives Products containing volume deficiencies beyond 10 percent, Customer must notify Kindercore Vinyl within 48 hours providing reasonable documentation to back up such claims.
Defects Liability. Customer shall inspect the Products immediately upon delivery. In cases where there is allegedly damage which could have been caused during transportation and which such a reasonable inspection would reveal, Customer must deliver to Kindercore Vinyl a shipping document executed by both Customer and a representative of the shipping agent stating the nature and scope of the damage.
In cases where hidden defects in the Products are discovered, Customer must notify the supplier upon them becoming apparent or at latest within two (two) calendar months of the date of delivery.
Refunds and Replacements. Provided that notification has been given in accordance with the above clauses, Kindercore Vinyl will repair or, at its absolute discretion, replace, defective products and make good any volume deficiencies free of charge and within a reasonable time PROVIDED THAT:
a) such defects shall be found to have arisen solely from the Kindercore Vinyl’s faulty design, workmanship or materials;
b) the defective Products shall be returned to the Kindercore Vinyl for our own inspection at our expense if so requested by the Kindercore Vinyl (particularly if the samples of the Products, which were kept by Kindercore Vinyl, are not defective);
c) the claimed defect was not within the Source Materials sample, artwork, data, material or documentation approved by Customer or provided by Customer, and
d) the percentage of Products under complaint claimed is greater than one (1) percent of the total number of units delivered.
Kindercore Vinyl values the rights of copyright owners to protect their works. We will not accept or process any orders where IPR Forms (available on Kindercore Vinyl’s website) are missing or incomplete, and it is Customer’s duty to provide timely and accurate documentation of any necessary rights, licenses and clearances. Customer shall fill out an IPR Form with every Order, and Kindercore Vinyl is entitled at its absolute discretion to require further reasonable evidence, the reasonableness of which is determined exclusively by Kindercore Vinyl, that Customer possesses all the relevant rights and licenses regarding any copyright or any other intellectual property right of any third party.
Copyright Warranty. By submitting an Order to Kindercore Vinyl ,Customer warrants that:
a) the ordered Products do not infringe upon any copyright or any other intellectual property right of any third party;
b) Customer possesses all relevant rights (e.g. mechanical duplication rights) or licenses, and that all fees and royalties due to beneficiaries of relevant copyrights have been paid or will be paid when due; and
c) there are no claims, disputes, suits, arbitral or other proceedings pending or anticipated which may affect the warranties and representations made above by Customer.
Indemnity. Customer shall defend, indemnify and hold harmless Kindercore Vinyl or its Subsidiaries from and against any claim, dispute, proceeding, action, fine, penalty, suit, loss, expense, damages including punitive damages, and cost (including all attorney fees) arising out of or relating to any infringement or alleged infringement of any copyright or any other proprietary right of any third party by the Products.
License. Customer grants to Kindercore Vinyl worldwide, royalty-free, non-transferable license to reproduce and distribute copies of Materials to the extent necessary for Kindercore Vinyl to fulfill Customer’s order. Kindercore Vinyl reserves the right to retain copies of vinyl records, print product, or other Customer order materials at no cost to the Customer for the purpose of providing samples and archiving.
Samples. Orders submitted to Kindercore Vinyl are audio tested. If we ID your source material contains samples of any kind you may be asked to 1) provide your Master and Mechanical licenses and/or permissions from the artist OR 2) edit out the sample OR 3) your order will be rejected. If the order is rejected, you will be billed for a cancellation fee plus any charges incurred to the point of audio testing.
Severance and Waiver. If any provision of these Conditions or the Order is held by a court or other competent authority to be unlawful, void or unenforceable, it shall be deemed to be deleted from the Order and shall be of no force and effect and the Order shall remain in full force and effect as if such provision had not originally been contained in the Order. In the event of any such deletion the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable and satisfactory alternative provision in place of the provision so deleted.
Final Agreement. 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 Kindercore Vinyl or form part of any Order unless expressly accepted in writing by a person authorized to sign on Kindercore Vinyl’s behalf. These Conditions shall also govern all future supplies and transactions between Kindercore Vinyl and Customer.
Governing Law. This Agreement shall be governed by and constructed in accordance with the laws of the State of Georgia.
Arbitration. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.