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Terms and Conditions
YOUR SUBMISSION OF ANY MATERIALS TO FURNACE MANUFACTURING INC., FOR REPLICATION OR OTHER SERVICES OR ORDERING ANY OPTICAL MEDIA SERVICES OR OTHER MATERIALS FROM FURNACE CONSTITUTES AGREEMENT BETWEEN YOU, THE CUSTOMER, AND FURNACE ON THE FOLLOWING TERMS AND CONDITIONS. ADDITIONAL COPIES OF THIS FORM MAY BE FOUND AT http://www.furnacecd.com/terms.pdf
STANDARD TERMS AND CONDITIONS FOR REPLICATION OF OPTICAL DISCS (CD, CD-R, DVD & DVD-R AS WELL AS PRINT, PACKAGING AND MISC. MATERIALS AND SERVICES)
This Purchase Agreement contains the entire agreement between Astor Enterprises, Inc. and its subsidiaries (“Furnace MFG”) and Customer concerning the
replication of optical discs (CD and DVD) from master media supplied by Customer and any other services and products provided by Furnace to Customer
hereunder. This Purchase Agreement shall supersede any prior oral or written understandings, representations and warranties (including any terms and conditions
which may appear on Customer’s order form) between Furnace and Customer, and may not be amended except pursuant to a written document signed by both
parties.
1. Acceptance. This Purchase Agreement will be accepted only at Furnace’s offices in Fairfax, VA: (1) written confirmation from an authorized representative
of Furnace or (2) shipment of goods in accordance with the terms set forth herein. Furnace reserves the right to refuse to accept any Purchase Order for any
reason. This Purchase Agreement is subject to and Customer agrees to be bound by all terms and conditions set forth herein and on the reverse side hereof
and Customer waives any objections thereto.
2. Prices, Orders and Shipments. All orders are subject to the terms and conditions detailed on any and all of the following Furnace documents: customer
quotation, order form and credit application. Prices to be charged for services and materials provided to Customer hereunder shall be as agreed upon at order
placement. Orders may not be canceled after Furnace has begun processing or manufacturing. Scheduled ship dates are subject to change. All shipments to
Customer will be F.O.B. Furnace’s facility, and shipping charges and risk of loss in transit shall be Customer’s sole responsibility unless otherwise noted. Furnace
reserves the right to make partial shipments when necessary. Unless otherwise noted, Furnace reserves the right to fulfill Customer‘s order quantity within a
range equal to +/- 10%. Return authorizations must be furnished in writing by a Furnace customer service representative prior to return of any finished product.
Return authorization number and/or form, including requirements of requested returned product must accompany return authorization information.
3. Payment Terms. Invoices will be issued upon shipment of products, unless shipment is delayed by Customer, in which case a partial invoice will be issued upon
the completion of manufacturing. Charges for services performed by Furnace hereunder shall be invoiced upon completion of those services. Customer shall be
responsible for all local, state, federal or other governmental charges for sales, use, manufacturing, excise and similar taxes associated with the production of
products and performance of services hereunder (other than taxes on Furnace’s net income) in addition to other charges hereunder.
Unless otherwise noted, payment is due within thirty (30) days of invoice date. Claims for adjustments in amounts due Furnace must be presented to Furnace, in
writing, within seven (7) days from the date of invoice. A late charge at the rate of one and one-half percent (1.5 %) per month (18% annually) will be charged for
all amounts past due at Furnace’s option. Any credit on Customer’s account must be claimed or used within 12 months from the shipping date of the goods to
which the credit relates. Furnace shall have a security interest in materials and optical discs produced for Customer until all amounts due hereunder are paid in
full. Furnace reserves the right to delay or withhold shipment of any order if payment in full has not been received on any prior order. Customer agrees to pay
Furnace all costs of collection, whether or not suit is instituted, including attorneys’ fees and court costs.
4. License. Customer grants Furnace a royalty-free, non-transferable license to reproduce and distribute copies of Materials (as hereinafter defined) to the extent
necessary for Furnace to perform its obligations under this Purchase Agreement.
5. Warranty, Disclaimer and Limitation of Liability. Furnace warrants that optical discs manufactured under this Purchase Agreement will be free from manufacturing
defects in accordance with general industry standards for a period of one year from the date of shipment by Furnace. As Customer’s sole remedy, and as
Furnace’s sole liability, for breach of this warranty, Furnace will, at its option, replace, or refund the amount paid by Customer to Furnace for any optical disc that
is returned to and found defective by Furnace. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS PARAGRAPH, FURNACE DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO PERFORMANCE, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
(FURNACE DOES NOT WARRANT ANY CONTENT PREPARATION SERVICES AND THE PRODUCT THEREOF UNLESS SUCH SERVICES HAVE BEEN
CONTRACTED BY FURNACE. FURNACE MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE EFFECTIVENESS OF ANY COPYRIGHT
PROTECTION PROCESSES AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY EFFECT THEY MIGHT HAVE ON THE PERFORMANCE OF THE
CUSTOMER'S CONTENT OR THE OPTICAL DISC PRODUCT. ) IN NO EVENT SHALL 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. Not withstanding any other provision of this Purchase Agreement to the contrary, and in no event
and under no circumstances, including, but not limited to, the incurrence by the Customer of damages due to loss of data, programs, or other information,
damages due to business interruption or, damages due to a delay or the failure of delivery, shall 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 materials. No action, regardless of form, arising out of any
claimed breach of this Purchase Agreement or transactions under this Purchase Agreement may be brought by either party more than one (1) year after the
cause of action has accrued.
6. Materials Provided By Customer. For purposes of this Section 6, “Materials” means all items delivered to Furnace in whatever form by or for Customer for use in
connection with the production, printing and/or packaging of optical disc hereunder, including, without limitation, master media, artwork and packaging
materials.
a.Customer shall retain title to all Materials, including the content of such Materials. Customer warrants that it owns all Materials and has the right to deliver all
Materials to Furnace. Customer also warrants that it owns all copyrights in the contents of Material (including without limitation any computer code
embedded therein) or has the unrestricted right to permit Furnace to perform the services requested hereunder. Customer warrants that the Materials do not
contain any obscene or objectionable matter. Customer agrees to indemnify, defend and hold Furnace harmless from and against any and all actions, suits,
claims, liabilities, damages, losses and expenses (including attorneys’ fees) arising directly or indirectly out of or in connection with any claim that the services
rendered or product manufactured for Customer by Furnace violate any local, state, or federal law, rule or regulation or violate any rights (including
copyrights) of third parties, including without limitation, any liability for slander, defamation, invasion of privacy, or infringement of any patent, copyright,
trademark, or other proprietary right of third party.
b.If Customer is to provide artwork to Furnace in connection with the production of disc label printing or packaging of optical disc hereunder, such artwork
must be received by Furnace prior to the commencement of work by Furnace. If Customer is to provide Materials for label printing or the final packaging of
optical discs produced hereunder, such Materials must be received by Furnace not more than one (1) week after the delivery of the applicable master media
to Furnace.
c.Customer is solely responsible for delivering Materials to and retrieving Materials from Furnace hereunder. At Customer’s request and sole risk, Furnace will
store Materials as long as Furnace is providing services hereunder, at any place that Furnace deems appropriate. During such period, a storage charge may
be assessed. After such period, a storage charge will be assessed until Customer retrieves such Materials from Furnace. Customer is responsible for removal
of all Materials within thirty (30) days of notification by Furnace. If Customer fails to remove Materials as requested, Furnace shall have the right to destroy,
erase, or make any other disposition of such Materials without liability to Customer or any other person.
7. Furnace’s Rights in Tooling, Programs, Specifications and Data. Furnace shall retain title to all tooling, including masters, stampers, and other tooling, produced
by Furnace. Furnace shall also retain all rights in computer programs, specifications, or data developed by Furnace in or for the performance of this Purchase
Agreement, notwithstanding whether such computer programs, specifications or data were developed by Furnace for Customer or otherwise.
8. Export. Customer agrees not to export any product manufactured for it by Furnace in violation of any export control laws, rules or regulations.
9. Risk of Loss. Products manufactured by Furnace for Customer shall remain the property of Furnace until shipment to Customer pursuant to Paragraph 1.
Finished products held by Furnace at Customer’s request shall be held at the Customer’s sole risk.
10. Confidentiality. If Customer discloses confidential information to Furnace and clearly identifies such information in writing as “confidential,” Furnace shall use
reasonable care to ensure that such information is disclosed only to Furnace employees requiring access to such information to render the services or
manufacture product requested by Customer. Nothing herein shall limit Furnace’s right to use or disclose information that
a. becomes available to the public
without fault of Furnace;
b. is lawfully acquired by Furnace from a third party;
c. is in the possession of Furnace at the time of disclosure by Customer; or
d. is
developed by or on behalf of Furnace by persons who have not received Customer‘s confidential information.
11. Force Majeure. Furnace will not be responsible for failure to fulfill its obligations under any Purchase Agreement if such failure is caused by circumstances
beyond the reasonable control of Furnace or its suppliers or contractors, including but not limited to acts of God, unavailability of materials, equipment failures,
strikes or other labor disturbances.
12. Severability. If any provision in this Purchase Agreement is found to be invalid, unenforceable or void by a court of competent jurisdiction, such provisions shall
be deemed to be severed from this Purchase Agreement, and the remaining provisions will remain in full force and effect.
13. Governing Law. This Purchase Agreement shall be governed by and constructed in accordance with the laws of the State of Virginia. Any suit or action by
Customer against Furnace shall be brought exclusively in the state or federal courts in Fairfax, Virginia.
BY AGREEING TO THIS DOCUMENT THE CUSTOMER REPRESENTS THAT HE/SHE HAS READ THE FOREGOING TERMS AND CONDITIONS OF DOING BUSINESS AND AGREES THAT SERVICES RENDERED AND MATERIALS FURNISHED SHALL BE GOVERNED BY THE ABOVE TERMS AND CONDITIONS; THESE TERMS AND CONDITIONS CAN ONLY BE MODIFIED BY AN INSTRUMENT IN WRITING SIGNED BY FURNACE
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PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. All users of this site agree that access to and use of this site are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site.
Copyright
The entire content included in this site, including but not limited to text, graphics or code is copyrighted as a collective work under the United States and other copyright laws, and is the property of Furnace MFG. The collective work includes works that are licensed to Furnace MFG. Copyright 2003, Furnace MFG ALL RIGHTS RESERVED. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with Furnace MFG or purchasing Furnace MFG products. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with Furnace MFG or to purchase Furnace MFG products. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by Furnace MFG. You further agree not to change or delete any proprietary notices from materials downloaded from the site.
Trademarks
All trademarks, service marks and trade names of Furnace MFG used in the site are trademarks or registered trademarks of Furnace MFG
Warranty Disclaimer
This site and the materials and products on this site are provided "as is" and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, Furnace MFG disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. Furnace MFG does not represent or warrant that the functions contained in the site will be uninterrupted or error-free, that the defects will be corrected, or that this site or the server that makes the site available are free of viruses or other harmful components. Furnace MFG does not make any warrantees or representations regarding the use of the materials in this site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.
Limitation of Liability
Furnace MFG shall not be liable for any special or consequential damages that result from the use of, or the inability to use, the materials on this site or the performance of the products, even if Furnace MFG has been advised of the possibility of such damages. Applicable law may not allow the limitation of exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Typographical Errors
In the event that a Furnace MFG product is mistakenly listed at an incorrect price, Furnace MFG reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. Furnace MFG reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Furnace MFG shall issue a credit to your credit card account in the amount of the incorrect price.
Term; Termination
These terms and conditions are applicable to you upon your accessing the site and/or completing the registration or shopping process. These terms and conditions, or any part of them, may be terminated by Furnace MFG without notice at any time, for any reason. The provisions relating to Copyrights, Trademark, Disclaimer, Limitation of Liability, Indemnification and Miscellaneous, shall survive any termination.
Notice
Furnace MFG may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to Furnace MFG.
Miscellaneous
Your use of this site shall be governed in all respects by the laws of the state of California, U.S.A., without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this site (including but not limited to the purchase of Furnace MFG products) shall be in the state or federal courts located in Los Angeles County, California. Any cause of action or claim you may have with respect to the site (including but not limited to the purchase of Furnace MFG products) must be commenced within one (1) year after the claim or cause of action arises. Furnace MFG's failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Furnace MFG may assign its rights and duties under this Agreement to any party at any time without notice to you.
Use of Site
Harassment in any manner or form on the site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Furnace MFG or other licensed employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through the site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or other organization.
Participation Disclaimer
Furnace MFG does not and cannot review all communications and materials posted to or created by users accessing the site, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, Furnace MFG is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, Furnace MFG reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to Furnace MFG in its sole discretion.
Indemnification
You agree to indemnify, defend, and hold harmless Furnace MFG, its officers, directors, employees, agents, licensors and suppliers (collectively the "Service Providers") from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.
Third-Party Links
In an attempt to provide increased value to our visitors, Furnace MFG may link to sites operated by third parties. However, even if the third party is affiliated with Furnace MFG, Furnace MFG has no control over these linked sites, all of which have separate privacy and data collection practices, independent of Furnace MFG. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, Furnace MFG seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).
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