Synergy

(1) Preamble
Unless otherwise agreed in writing, the General Terms and Conditions of Synergy Design & Marketing Ltd T/A Synergy Duplication (hereinafter referred to as "Synergy") shall form an integral part of all quotations and purchase contracts. Customer's purchasing conditions differing from these General Terms & Conditions shall be of no effect.

(2) Terms of Sale
(2.1.) Quotation and Price
Unless otherwise agreed, the prices are understood net ex Supplier's domicile in Crowthorne, Berkshire, RG45 6LS, exclusive of freight and without any discount. The prices of the last quotation made by Synergy shall apply.
(2.2.) Order and Order Acknowledgement
(2.2.1.) For each product-type minimum order quantities exist which are part of Synergy's Customer Manual for the specific product.
(2.2.2.) All orders from Customer to Synergy must be in writing, and shall be considered accepted if confirmed in writing by Synergy. Agreements, if any, with agents and/or representatives and other agreements with Customers including legally binding promises or deviations from the general terms and conditions will not be valid unless also accepted in writing by Synergy.
(2.3.) Quantity to be delivered
The quantity to be delivered shall be determined by Synergy's order acknowledgement in writing. Unless otherwise agreed the Customer agrees to accept production-related variations in the quantity to be delivered of more or less than 5% per title ordered. For orders of 1,000 units or less per title, the Customer shall accept production-related deviations of up to 100 units, which will be charged in the invoice.

(3) Delivery Time
(3.1.) The delivery period agreed shall commence as soon as Synergy has received from  the Customer all components required according to Synergy's specification. Delivery shall be considered to have been made in time if the goods ordered have left the factory in Crowthorne prior to expiration of the period of delivery.
(3.2.) Delivery periods and delivery dates shall be understood to be without engagement.
(3.3.) Synergy shall have the right to make part deliveries and advance deliveries. A cancellation of orders by the Customer, although it might be legitimate and following an extension of the delivery period, shall not apply to part deliveries or advance deliveries made before.

(4) Place of Fulfilment and Passage of Risk
(4.1.) The place of fulfilment and passage of risk for all deliveries shall be the factory of Synergy in , or a distribution warehouse separately specified by Synergy
(4.2.) The risk in respect to the goods delivered shall pass to
Customer at the time they are delivered to the carrier. This also applies to part deliveries.
(4.3.) Except as otherwise provided herein, shipment and method of shipment shall be exclusively determined by Synergy. Synergy shall arrange for the transport and shall pay the cost of transport packing as well as the cost of usual transport insurance for an insurance value up to the amount of the relevant Synergy invoice. Other expenses, e.g. expenses for specific packing, extra cost for individual consignments, freight charges, etc. shall be for exclusive account of Customer. The Customer shall have to pay all customs duties, sales taxes, border expenses etc. even if the order for transport has been given by Synergy.
(4.4.) In the event of delay of shipment caused by circumstances within the responsibility of Customer, all risks including the risk of accidental loss shall pass to the Customer at the time Synergy gives notice that the goods are ready for collection, i.e. at the time such notice is sent by Synergy. In the event of delay caused by circumstances within the responsiblity of Customer, the Customer will be charged storage cost of at least 5% per month of the gross invoice value, beginning at the time Synergy has given notice that the goods are ready for shipment.

(5) Invoices and Terms of Payment
(5.1.) The prices agreed are understood ex Synergy factory in the UK, exclusive of sales tax (VAT). All payments shall have to be made in cash, free of charges and without deductions. Enforcement of counterclaims by setoff or by exercise of retention rights by the Customer shall be excluded, provided such exclusion is permitted by the laws in vigor.
(5.2.) Payments shall not be considered to discharge the debtor unless made into Synergy's banking account, except as otherwise agreed (e.g. payment by cheque).
(5.3.) All payments shall be first counted against the expenses (dunning expenses, legal expense), then against interest accrued, and finally against the capital, i.e. against the oldest outstanding debt. Cheques and bills of exchange shall be accepted upon special agreement only, and merely on account of payment, not in lieu of payment. Cheques and bills of exchange shall be considered payment upon encashment, at the value date on which they have been credited to Synergy by the bank. Synergy shall have the right to refuse, without
showing cause, any payment offered by cheques or bills of exchange.
(5.4.) Unless otherwise agreed, all invoices issued by Synergy shall become due for payment within 30 days from invoice date, without any deduction.
(5.5.) The place of performance of all payments shall be Crowthorne.

(6) Consequences of Delayed or Refused Performance
(6.1.) Even after having accepted an order, Synergy shall also have the right to refuse performance and/or delivery if, as a result of a circumstance become known or arising also after the contract has been concluded, there is fear that the Customer will be unable to fulfil his duties completely or in time or if the contents of the film, sound, data or other software recordings given to Synergy for duplication violate laws or moral principles. Similarly, Synergy shall be entitled to refuse the acceptance of the order and/or the delivery unless it is clear without doubt that the Customer disposes of all rights for duplication of the recordings concerned. In this cases Synergy shall have the right to retain entry components for documentary purpose and to inform the following institutions about the issue: CDSA - Content Delivery & Storage Association, BIEM - Bureau International des Sociétés Gérant des Droits d'Enregistrement et de Reproduction Mecanique, IFPI - International Federation of the Phonographic Industry, BSA - Business Software Alliance, collecting societies.
(6.2.) Where the period allowed for payment has been exceeded, Customer shall be considered to be in default, without that any special notice has to be given by Synergy. In such case Synergy shall have the right to cancel all periods allowed for payment - including these for accepted bills - and to demand payment immediately. In all cases of agreements on payment in instalments, non-payment of any one instalment shall constitute default on the part of Customer, to the extent permitted by law.
(6.3.) In the event of default of payment, the Customer shall have to pay interest on the sums due and unpaid, in the rate of the refinancing cost prevailing, but not less than 12% per annum. All extrajudicial dunning and collection expenses, including the cost of legal advisers and debt collectors, shall have to be paid by Customer.

(7) Delivery to Third Parties
Where a Customer specifies that an order given by him, or any part thereof, be shipped and invoiced to a third party (i.e. to an affiliate company of Customer or one of his distribution partners etc.), Customer shall continue to be liable towards Synergy. Synergy shall have the right to charge extra cost incurred for packing and transportation. If the delivery is to be carried out on behalf of a Customer by Synergy directly to a third party in a non EU country, the Customer shall make available to Synergy either the commercial invoice or the merchandise value which has to be paid by the third party for the assessment of the import taxes. If such delivery is carried out to a third party in an EU country, the Customer shall make available to Synergy the VAT identification number of the third party prior to the delivery. If such information is not provided by the Customer or is incomplete or incorrect, he shall indemnify and hold harmless Synergy in this respect, particularly with a view to any customs penalties and duties.

(8) Defects Liability Guarantee
(8.1.) In case of a complaint, the Customer shall have to provide for proper storage of the rejected goods, and to hold them at Synergy's disposal until the complaint has been settled.
(8.2.) Synergy shall have the right to release itself from any claims for reasonable reduction of price by correcting defective goods and/or by supplying missing goods in a manner acceptable to Customer. Defects of a part of a shipment (order) do not give right to reject the complete shipment.

(9) Retention of Ownership
The ownership of the Goods shall not pass to Customer and full legal and beneficial ownership of the Goods shall remain with Synergy unless and until Synergy has received payment in full for the Goods, including all secondary costs such as interest charges, charges and expenses etcetera. In case of resale of such Goods, Synergy is entitled to relinquish the realized purchase price in order to cover any outstanding claims. In case of processing and mixing of such Goods retention of title and ownership extend proportionately to the new product and shall be relinquished accordingly

(10) Claims for Damages
Claims for damages raised by Customer for breach of contract by Synergy e.g. for nonfulfilment or for default, shall be excluded unless Customer furnishes proof that the damage has been caused by gross negligence on the part of Synergy.

(11) Rights of Mechanical Duplication, Copyrights, Author Rights, Other Rights Customer declares to possess all rights for the purpose of duplication, including the right of mechanical duplication, the right to use certain film-, sound-, data- or other software recordings etc. and he guarantees that all copyright fees and other payable fees be paid to the owner of the rights or to the competent organizations representing the owners, and that no claims in this respect will be raised against Synergy. Customer shall indemnify Synergy in all respects, in particular for claims raised by third parties, including claims for copyright organizations or other organizations, and for expenses arising from legal or court action for asserted or factual violation of such rights. Such indemnifications shall include production cost, if any, incurred by Synergy. The Customer agrees that Synergy will disclose that information on individual orders to copyright utilization companies and other organizations dealing with the protection of copyrights of any kind, which is required by these companies for ensuring a proper licence settlement and/or for the control of safeguarding any copyrights.

(12) Miscellaneous
Synergy and the customer agree that should raw material prices (polystyrene, polypropylene, polycarbonate) increase above 10% of the published index levels as of March 2009, a surcharge maybe introduced accordingly.
(12.1.) Customer shall furnish to Synergy his specific production material, including master, label films, print films etc. corresponding to Synergy's specifications. Where Customer furnishes production material which is not in line with applicable Synergy specifications, Synergy can complete, improve or return such production material at the expense of Customer.
(12.2.) Print material delivered by the Customer can be used only if complying with Synergy specifications. Except as otherwise agreed, Synergy shall not be obliged to store print materials in excess of the disc-quantity ordered. Customer agrees that Synergy shall not be liable for losses up to a maximum of 5% occurring during packaging, machine adjustment, disruptions etc.
(12.3.) All material to be delivered to Synergy by Customer or on Customer's behalf, shall be "delivered Anif duty paid" in accordance with INCOTERMS.
(12.4.) Component handling: Please note that mastertapes (CDR, Exabytes etc....) will be scrapped after 3 months (From the date the order is placed). For further information, please view the Mastertape agreement provided by Customer Service. Artworkand labelfilms without a reorder in the past 2 years will either be scrapped or returned(At customer request and expense). The cost paid for by Customer for master and stamper production merely include the services rendered by Synergy in connection therewith, while masters and stampers shall remain the property of Synergy. If so requested by Customer, they will be destroyed upon completion of production. In case of a destruction, any repeat order shall be considered a new order, with all costs connected therewith.
(12.5.) Customer guarantees that Synergy will only receive duplicates of masters, label films and films for preparation of print materials. Should Synergy be liable for loss or damage to such materials, such liability shall be limited to the value of material, but not exceeding a maximum value of £1,000.
(12.6.) In case the goods supplied by Synergy are passed or sold to third parties, Customer shall have to inform such third party in regard to proper use and handling of the goods.
(12.7.) Customer shall not have the right to use the company name of Synergy or a component thereof, nor any reference to the company name of Synergy on its products, notices, business or advertising materials, unless expressly agreed by Synergy in writing.
(12.8.) English and Welsh law shall exclusively apply to all quotations and purchase contracts, as well as to these General Terms and Conditions. Synergy and Customer agree that all disputes arising out of these Terms and Conditions be referred to the courts having jurisdiction in England and Wales, waiving any other venue of jurisdiction.
(12.9.) Additional agreements, information and complaints shall have to be made in writing, and can be accepted only if sent to Synergy Head Office, for the attention of "Customer Service". Notices given to Synergy shall not be legally effective unless sent to such address.