Terms & Conditions

All orders placed with Action Duplication Inc. (hereby referred to as ADI), by, or for the account of, the Customer, are subject to the following terms and conditions.

Since the intrinsic value of the optical media, videotape, electronic file or other material delivered to, or deposited with, ADI by, or for the account of, the Customer (and any original or other materials manufactured by ADI for the Customer) clearly exceeds and bears no relationship to ADI's charges for optical media replication or duplication, video tape duplication or other ADI services, ADI in accordance with the general practice and custom in the optical media and videotape industries assumes no responsibility for the loss or destruction of, or damage to optical media, videotape, electronic files or other material delivered to, or deposited with, ADI by, or for the account of, the Customer arising from any cause whatsoever, including the negligence of ADI or its employees. Notwithstanding the foregoing, in the event of the loss or destruction of, or damage to, such optical media, videotape, electronic files or other material as a result of the negligence of ADI or its employees, ADI will reimburse the Customer for the cost of the raw materials only, and this responsibility shall fix the limit of ADI's liability, there being no other warranty by, or liability of, ADI with respect thereto. The customer waives any and all claims for damages it may have against ADI, which are covered by any insurance carried by the Customer.

ADI gives no warranty and assumes no responsibility as to the character or quality of the material and/or services furnished by it. Notwithstanding the foregoing, if any material produced by ADI is defective or is erroneously labeled or shipped, ADI will, at its own expense, promptly replace or repair such material or correct such error, provided that (a) written notice of such defect is given, and the defective materials are returned, to ADI within ten days after the arrival of such materials at the destination to which ADI was instructed to ship such materials, or (b) written notice of such error in labeling or shipment is given to ADI within ten days after shipment. ADI's liability to the customer or any other person for any defective materials produced by ADI or for an error in labeling or shipping shall be limited to the replacement or repair of such defective material or the correction of such error in shipping or labeling. ADI shall not be liable to the Customer or to any third party for any consequential damages (including, but not limited to, damages for loss of sales or profits, loss of customer, injury to reputation, or loss of, or damage to audiovisual equipment or other property used in connection with the materials produced by ADI) caused by, or resulting directly or indirectly from, a defect in such materials or an error in shipping or labeling, even though resulting from the negligence of ADI or its employees.

ADI will ordinarily store the Customer's materials, without charge to the Customer, at such place as ADI deems appropriate during the time ADI performs services with respect or said materials and for a reasonable period, not to exceed six months, thereafter, provided however, that ADI reserves the right, at any time, to require the customer to remove said materials from storage. Within thirty days after ADI sends written notice requiring such removal to the customer at the address shown as the Customers address on ADI's records the Customer shall, at its sole expense, remove all material stored by ADI. In the event the Customer fails to remove said materials, ADI shall have the right to destroy or otherwise dispose of said materials without liability to the Customer or any other person. The Customer shall indemnify and hold ADI harmless from all liability, damages and expenses arising out of or connected with the destruction of said materials.

The Customer shall indemnify ADI against, and hold it harmless from, all liabilities, damages and expenses resulting from any claim of defamation, invasion of privacy, or infringement of any copyright, trademark, patent, or other proprietary right, which may arise either directly or indirectly by reason of the services performed by ADI for the Customer.

All prices set forth in ADI's price schedules are subject to change without notice. All sales are F.O.B. place of shipment, unless otherwise agreed in advance. ADI's credit terms are NET Thirty (30) Days for customers with approved credit terms. Customer agrees to pay a late payment charge of 1.5% per month on all overdue balances. Should ADI choose to pursue collection of this debt in a court of law, and should ADI prevail, Customer further agrees to pay the reasonable legal and collection expenses of ADI.

No returns may be made by the Customer to ADI without ADI's express prior written notice.

ADI shall not be liable to the Customer for any failure or delay in the performance of any of ADI's obligations to the Customer if such failure or delay shall arise from any cause beyond the reasonable control of ADI, including, without limitation, acts of God, acts or omissions of any government or agency thereof, fire, storm, flood, accident, acts of the public enemy, strikes, lockouts, disputes or differences with workmen and transportation embargoes, failure or delays.

Unless ADI specifically agrees otherwise in writing, the terms and conditions set forth herein shall supersede and take precedence over any other terms and conditions that may appear on any purchase order submitted by the Customer or any prior agreement inconsistent with the terms hereof, and ADI's failure to object to provisions contained in the Customer's purchase orders shall not be deemed a waiver of the terms and conditions set forth herein.

The validity, interpretation, and performance of the Agreement shall be governed by the laws of the Commonwealth of Pennsylvania and the Uniform Commercial Code as enacted herein. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, executor, and personal representatives.