TERMS AND CONDITIONS


1 - PURPOSE - APPLICATION OF GENERAL CONDITIONS -

 

1.1 - Purpose - The purpose of these general conditions (the "General Conditions") is to define the conditions under which RunRun Records, a simplified joint stock company with a capital of 4,000 euros intends to market to its customers (the "Customers") vinyl discs pressed at the request of the latter, as well as, if applicable, the printed sleeves, printed booklets and labels printed and glued on these discs (the “Products”). RunRun Records may have to call on third-party providers for the performance of various technical tasks during the pressing and printing process (cutting, stamper forming, printer, etc.).

1.2 - Application of the General Conditions - Any sale of Products concluded between RunRun Records and a Customer is subject to these General Conditions. The conclusion of an order implies the unconditional acceptance by the Customer of all of the General Conditions. RunRun Records and any given Customer may, by special agreement, waive the General Conditions.

1.3 - Prevalence - The General Conditions prevail over all general purchasing conditions of the Client (whatever their name), even if these latter have been communicated to RunRun Records. All Customers renounce to avail themselves of their general conditions of purchase. RunRun Records and all Customers agree to exclude the provisions of the Vienna Convention for the International Sale of Goods of April 11, 1980 as they may apply.



2 - ORDERS -


2.1 - Quote accepted - Any order will be irrevocably formed from the acceptance by the Customer of a Quote (as defined below), materialized by the sending to RunRun Records of said signed Quote, marked "Good for agreement ”. A "Quote" is a written document, developed and sent to a Customer by RunRun Records, clearly stating that it constitutes a legal offer to sell, detailing the following conditions of sale of Products to a Customer: quantity of Products, their format or size, their delivery time and / or shipment to the Customer, their mode of transport, the place and address of their delivery, if applicable the supply by RunRun Records of discs — test (“test — pressing”) and the overall sale price. A Quote is valid for 30 days and can be accepted within this period by the Client who is the recipient.

2.2 – Modalités de conclusion – Afin d’obtenir communication d’un Devis, un Client peut, soit remplir un formulaire en ligne sur le site internet de RunRun Records et l’adresser à RunRun Records, soit adresser sa demande précise à RunRun Records par tout autre moyen de communication (courriel, courrier, contact téléphonique ou dans les locaux de RunRun Records).

A form completed online by a Client constitutes a simple request for a Quote, and the price communicated by the RunRun Records website on this occasion is only indicative. The communication of a Quote by RunRun Records and its acceptance by the Client can be carried out by any written communication medium and on any durable medium (and in particular by email). An order for Products cannot be concluded in the form of an electronic contract according to the procedure 

described in articles 1369-1 and following of the Civil Code.

2.3 – Minimum order  - variation of final quantity -  Any quote and any order for Products will relate to a minimum of one hundred and fifty (150) discs and corresponding prints. Customer accepts that due to inherent risk of printing services (misfires, etc.) the number of Printed Products may vary downward by up to 5% at most. This variations give rise to an adjustment of the price as specified in Article 3.4.

2.4 - Documents and data to be sent to RunRun Records - Any order formed as indicated above obliges the Customer to communicate without delay to RunRun Records the following elements without which RunRun Records will not begin any production process:

1 / payment, even before receipt of the invoice, of 100% of the price indicated in the Quote excluding Price Adjustment (as defined in Article 3.3)

2 / the "master" data including the music to be burned on the discs (in electronic format ".ddp" or "mastered in the studio" or other formats (".wav", ".aiff" ...), in perfect condition in accordance with the quality standards for use)

3 / the graphic elements to be printed on the pockets, booklets and central buttons, integrated by the Customer in “CMYK 300 dpi” format exclusively, in the template provided for this purpose by RunRun Records

4/ all certificates required from collective management societies for copyright (such as SDRM or any other equivalent society or body, including abroad) justifying payment of the rights corresponding to the works which will be reproduced in the framework of the order, and if necessary all other supporting documents for the Customer's possession of the exploitation rights relating to these works

5/ The document relating to the burning of the original disc, duly completed by the Client

2.5 – Products in colors, marbling and splatter - The colors from the visuals on the website are not contractual, but only serve as a basic reference. When the customer places an order for a reference, it is tolerated over the entire order a variation in the color of one product to another compared to the chosen reference. The marbling or splatter consists of a dominant color and one or more other colors in variable and random proportions, linked to the manufacturing process. Where appropriate, a ratio of proportion to the order is established, which can therefore vary by 20% at production. It can remain in the extrude of residues of different colors and cause occasional stains and this despite the quality check carried out by the press operator and this in an acceptable and maximum proportion of 5%, of the initial order of the customer.



3 – PRICE —


3.1 – Current prices - The prices of the Products are those in force on the day of acceptance of the Quote by the Customer. The unit price list for the Products will be communicated by RunRun Records on request.

The prices of products and services which, because of their specificities (including for example test discs (“test — pressing”) cannot be included in these scales, will be determined on the basis of the Quote concerned. RunRun Records reserves the right to modify its prices at any time The prices thus modified will apply to all subsequent orders The price indicated in the Quotation and the invoice relating to a given order is a single and indivisible price for this order and all Products concerned.

3.2 – Taxes, costs, packaging, transport (s) - The prices are expressed in euros (€) and, unless otherwise indicated, are expressed without tax (HT) and excluding costs. Consequently, they will be increased by the applicable value added tax (VAT), applicable customs fees where applicable, all other applicable taxes and fees, and transportation costs based on the current rate indicated in the Quote. The price indicated in the Quote in principle includes the cost of packaging the Products.

3.3 – Costs linked to printed matter - In the event that the printed matter supplied by the Client (see Article 2.4— (3 /). Above) is deemed to be non-compliant by the printer used by RunRun Records, the Client must again provide compliant printed matter, and the final price invoiced to the Customer will be increased by the costs incurred if any by this non-conformity. In the event that the replacement prints provided by the Customer are again deemed non-compliant by the printer, RunRun Records will have the required corrections made by a graphic designer at the Customer's expense. In addition, the final price invoiced to the Customer will be increased by the costs generated if necessary by this new non-conformity.

3.4 – Price reductions - The price expressed in the Quote includes price reductions, rebates, rebates granted if necessary by RunRun Records. No discount will be granted by RunRun Records in the event of advance payment by the Client. If, as indicated in Article 2.3, the final quantity of Printed Products (sleeves, booklets and / or badges) is lower than the quantity originally ordered, RunRun Records will adjust the overall price of the order downward to due proportion, ie a decrease of not more than 5% of the total price (the "Price Adjustment"). RunRun Records will return to the Customer an amount equal to the amount of the Price Adjustment, in the form of a check attached to the delivery of the Products, or if this is not possible, by any other means of payment agreed with the Customer.

3.5 – Invoice - RunRun Records will send an invoice in accordance with legal requirements to any Customer without delay following their order. The Customer accepts that any invoice can be delivered to him in dematerialized form, and in particular by email.



4 – PRODUCTS—TESTS

 

4.1 – Procedure - When the Quote provides for the sending of test discs, RunRun Records presses five vinyl records and / or five sleeves and / or booklets and / or badges and sends them to the Customer as soon as possible after ordering. The Customer has three (3) days upon receipt to indicate that he is satisfied with these Test Products. If he is dissatisfied, the Customer must indicate the reasons (qualitative, quantitative) for his dissatisfaction.

4.1.1. – Test vinyls - In the event of Customer dissatisfaction with the sound quality of test vinyls, RunRun Records will call on a sound engineer of its choice, with instructions for the latter to take a photograph of the respective frequencies of the " master ”given by the Client, on the one hand, and vinyl records — test printed on the other.

If the confrontation by superposition of these two photographs confirms the presence of a manifest defect in the vinyls - test (and only in this case), RunRun Records undertakes to send new vinyls - test to the Customer as soon as possible. If the Customer is again dissatisfied with the vinyls - replacement test and the procedure described above proves him / her again right, the Customer may ask to cancel the order. RunRun Records will then return to the Customer the price paid for the order (minus the costs related to the Products — tests). If satisfied (whether at the first or second presentation), RunRun Records will begin pressing all of the discs ordered.

In any event, the Customer cannot judge vinyls unsatisfactory — test for questions relating solely to the surface appearance of said vinyls, since, moreover, their sound quality is satisfactory (or not called into question). These will be inserted in test pockets and fitted with test buttons.

4.1.2. – Prints — test (Electronic BAT) - In the event of Customer dissatisfaction with the quality of the Electronic Bat, RunRun Records undertakes to send new Electronic Bat to the Customer as soon as possible. If the Customer is again dissatisfied with the replacement Electronic Bat, the Customer may request to terminate the order. RunRun Records will then return to the Customer the price paid for the order (minus the costs related to the Products — tests). If satisfied (whether at the first or second presentation), RunRun Records will begin printing all of the records ordered. In any event, the Customer cannot judge that Electronic Bat is unsatisfactory for questions relating solely to the rendering of colors, as long as these are the colors requested by the Customer.

In accordance with Article L. 441-6 of the French Commercial Code, late payment penalties, at an annual rate of 20%, and compensation of € 40 are due in the absence of payment on the day following the date of payment appearing on the invoice, for our professional customers.

 

4.1.3. – Conditions related to vinyls records — test and Electronic Bat 

The pressing of the vinyl records will not be started if the Graphic Electronic Bat are unsatisfactory, and vice versa, unless otherwise agreed by the Client to RunRun Records. Any Product — Test deemed satisfactory by the Customer prohibits him from qualifying, subsequently, as a defect any characteristic of a Product which existed as such on or in the Product — accepted test. RunRun Records will therefore be released from all liability in this regard.

4.2 – Costs - The intervention costs of the sound engineer, during the procedure described in Article 4.1.1. above, will be borne by the Client if this procedure invalidates the criticisms made by the latter; they will be the responsibility of RunRun Records otherwise.

4.3 – Use - The Products — tests are exclusively intended to allow the Customer to indicate that he is satisfied with them and to continue the execution of the order. The Client agrees not to make any other use of it. He agrees to return to RunRun Records, or destroy at RunRun Records' first request, any Test Product which he has determined to be unsatisfactory.



5 – DELIVERY –

5.1 – Modalités – RunRun Records will choose a carrier offering the following services :

Warning of the recipient of the order, by sending an email, of its shipment, and communication on this occasion of a tracking number of this order by internet. Additional costs may be invoiced in the absence of a person capable of receiving the Products delivered on behalf of the Customer during working hours. The latter may also agree, directly with the carrier, on an alternative delivery date and / or location (provided that the cost of the order placed with RunRun Records is not affected).

5.2 – Deadline - The delivery deadline (s) are mentioned in the Specifications for information only. RunRun Records is bound by an obligation of means with regard to these deadlines. Their only overrun cannot give rise to damages, nor to retention, in the event that RunRun Records has implemented the means and given the usual instructions.

5.3 – Transfer of ownership and risks - Ownership of the Products (subject to Article 6) and the risks relating to the Products (theft, loss, destruction, etc.) will be transferred to the Customer from the date of shipment Products (that is to say from their delivery to the carrier chosen by RunRun Records on behalf of the Customer). Thus, the Products always travel at the risk of the Customer, whatever the mode of transport, and including in the event of a return of the Products made by the Customer as indicated in Article 10. It is up to the Customer, in this context, to take out any appropriate insurance policy to cover these risks.



6 – RESERVATION OF OWNERSHIP - In the event that, for any reason whatsoever, RunRun Records would honor an order before full payment of 100% of the price, RunRun Records expressly reserves the ownership of all of the Products (vinyl records , printed and others if applicable) sold, and dispatched if necessary, until the effective payment for his benefit of the entirety of the total price agreed at the time of their order and indicated in the corresponding invoice, and this in accordance with the provisions of l 2367 of the Civil Code. The Customer may neither resell nor dispose of the Products in any other way until ownership has been transferred to him as a result of full payment (understood as the complete and irrevocable receipt of the sums due) to RunRun Records of the total price indicated on the invoice concerned

 


7 – TERMS OF PAYMENT —


7.1 – Deposits - All sums which, for any reason whatsoever, are paid in advance to RunRun Records by the Customers will constitute deposits and not deposits.

7.2 – Payment methods - Unless otherwise agreed, orders are payable by check or bank transfer to the credit of the bank account, the details of which will appear on the invoices sent by RunRun Records to the Customer.

7.3 – Payment deadline - Unless otherwise agreed in writing by the parties, the price of a given order is payable at 100%, without delay after the order has been formed (without consideration of any Price Adjustment). –



8 – DELAYS IN PAYMENT - PENALTIES


8.1 — Penalty - Any amount unpaid to RunRun Records on its due date indicated on the invoice will give rise to the application of a late penalty at the rate equal to 20% per year, from the day after its due date. 'due, and until the day of actual payment. This penalty will be calculated on the amount including tax of the amount remaining due, and will run as of right without any formal notice or any reminder being necessary.

8.2 – Lump sum indemnity - In addition to the late payment penalties, any sum, including any deposit, not paid on its due date will automatically entitle the Client to a lump sum recovery indemnity of forty (40) euros towards screw from RunRun Records. When the recovery costs incurred by the latter exceed this amount, RunRun Records may request additional compensation, upon justification.

8.3 – Other rights - In addition, RunRun Records may, at its option, suspend all performance of its obligations under any order in progress of the Customer concerned, and / or

cancel any price reduction, rebate, rebate granted to this Customer if necessary, and / or make any other invoice not yet paid by this Customer payable.



9 – TERMINATION


9.1 – Non-payment - Without prejudice to Article 8 above, in the event of non-payment of any sum due and payable by the Client, termination - or resolution, at the option of RunRun Records (without its liability being committed by the Customer) of the order will take place, at the expense of the Customer, fifteen (15) days after sending by RunRun Records of a registered letter remained unsuccessful, without prejudice to possible damages. In case of resolution of the order, the Customer will return at his expense any Product received..

9.2 – Bankruptcy of the Client - In the event of collective proceedings or prevention of difficulties of companies affecting the Client (including all procedures of Book VI of the Commercial Code or all equivalent procedures of foreign law), RunRun Records will have the same rights as those referred to in Article 9.1



10 – CLAIMS


10.1 – Deadlines - Any apparent damage caused to the goods, or any manifest insufficiency in the quantity of Products delivered, must, in order to be admissible, have been reported to the deliverer, in his presence, upon delivery. Any other complaint relating to the non-conformity of a delivered Product must be sent by the Customer by registered letter with acknowledgment of receipt within seven (7) days of receipt. After this period, the Products will be deemed accepted in full. It will be up to the Customer to provide any justification as to the reality of the defects or anomalies noted (it being specified that in principle, the Customer is only admissible to invoke defects affecting the Products, if these affect Test Products, in the part of the procedure described in Article 4). The Customer must leave to RunRun Records any facility to proceed to their finding and to remedy it.

10.2 – Exclusion or limitation of liability - No claim will be accepted on Products which have undergone manipulation or transformation by the Customer. The responsibility of RunRun Records can in no case be sought for an amount greater than the billing price excluding taxes (HT) of Products recognized as defective. RunRun Records cannot be held liable for any indirect damage, in particular any loss of operations or customers, or for any non-pecuniary damage. RunRun Records will never be held liable for any warranty for hidden defects within the meaning of article 1643 of the Civil Code.
Finally, the responsibility of RunRun Records can never be sought in the event of non-performance or poor performance due to a case of "force majeure", any event beyond the control of RunRun Records, and obstructing the normal functioning of manufacturing , shipping and / or transportation of Products. In particular, cases of force majeure constitute: total or partial strikes, interruption or delay of transport, supply of energy, raw materials or spare parts, bad weather, floods, storms, delays or other breaches strictly attributable to third party suppliers or service providers used by RunRun Records (such as, for example, the transporter, engraver, galvanizer, printer, PVC supplier), etc.

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10.3 – Returns - Any return of Products by the Customer will require the prior written consent of RunRun Records. The risks relating to the returned Products remain the responsibility of the Customer 



11 – INTELLECTUAL PROPERTY  –


11.1 – Declarations - The Client declares that he is fully and fully the holder of all the exploitation rights relating to the works, in all their components (image, sound, video text, etc.), as contained in the "master" data which he submits to RunRun Records with a view to their reproduction and acknowledges having paid to the beneficiaries, whatever their current or future legal form, both French and foreign, of all royalties and rights of all kinds relating to the works. He declares that the same applies to all the distinctive signs (brands, drawings, photographs, acronyms, logotypes) affixed to booklets, textiles, posters, flyers, sleeves, etc., the production of which would be entrusted to RunRun Records.

He declares that these works and signs are free from third party rights.

11.2 – Compensation - The Client guarantees RunRun Records against any action, by whatever author, based on the violation of copyright or exploitation rights, or on the use of data and information contrary to morality or contrary to the legal provisions applicable to the Products in France and / or in the country where the Products will be marketed.

In the event that the responsibility of RunRun Records comes to be sought or incurred for any of these causes, the Client will release and guarantee RunRun Records from all liability and will indemnify it in full for any costs and damages suffered and resulting from such proceedings.

11.3 – Imprint - RunRun Records will keep the imprint -disk (stamper) belonging to it for a period of at least one (1) year, without reproducing it.

Beyond a year, it will either be destroyed, kept and invoiced to the customer at the annual rate of € 10 excl. VAT or sent by courier at the customer's expense and address. The Manufacture will send the customer a simple email at the end of this period to become aware of their choice, without response from them within the following fifteen (15) days. The Manufacture will be free to choose between destruction, invoice or shipment of the stamper (s



12 – SEVERABILITY - EXERCISE OF RIGHTS


12.1 – Severability - In the event that a stipulation of the General Conditions is or becomes null, illegal or unenforceable, the validity, legality or enforceability of any other stipulation will not be affected or altered, unless it is part of integral or either inseparable from the invalidated or unenforceable stipulation. In addition, the parties will endeavor in good faith to find an agreement on the modifications to be made to the General Conditions in order to give them an effect corresponding to their common intention.

In accordance with Article L. 441-6 of the French Commercial Code, late payment penalties, at an annual rate of 20%, and compensation of € 40 are due in the absence of payment on the day following the date of payment appearing on the invoice, for our professional customers.

12.2 – Exercise of rights - All the rights conferred on a party by the General Conditions are cumulative and may be exercised at any time. Failure to exercise a right or delay in exercising it will not constitute a waiver of this right, and the exercise of a single right or its partial exercise will not prevent from exercising it again or in the future, or to exercise any other right.


13 — APPLICABLE LAW - COMING INTO FORCE


13.1 – Applicable law - These General Conditions are governed by French law. The application of the Vienna Convention of April 11, 1980 is excluded as indicated in Article 1.3.

13.2 – Jurisdiction - Any dispute relating to the interpretation, validity and/or execution of these General Conditions or any order between RunRun Records and a Customer, will be exclusively subject to the jurisdiction of the Commercial Court of Réunion .

13.3 – Entry into force - These General Conditions entered into force on 07/01/2019 (July 1, two thousand and nineteen).