TERMS & CONDITIONS
1. Scope and Acceptance
The following terms and conditions govern all orders for Goods and Services with DESSLAB SRLS, a company registered in Italy with VAT number IT02859120905, with its head office at Via Capo Verde 12/24 07026 Olbia Sardinia Italy, to the exclusion of all other terms or conditions including any terms and conditions which the Client may purport to apply under any order, confirmation, or similar document.
2. Quotes and Orders
2.1 You (otherwise referred to as the Client) are responsible for ensuring the accuracy of your product
specifications including all artwork, listings, text, audio, and any other assets used in the supply of goods and
services to you.
2.2 All property, copyright, and other intellectual property rights in specifications supplied by
either party shall remain in the possession of the supplying party.
2.3 Desslab is not obliged to return any assets to the Client but, if returned at the request of the Client, such returns will be at the expense of the Client.
2.4 Any orders accepted by Desslab may only be terminated by the Client if Desslab expressly agrees to the cancellation in writing. The Client will indemnify Desslab in full against all reasonable losses (including loss of profit), costs (including the cost of all labour and materials), damages, charges, and expenses incurred by Desslab as a direct result of order cancellation.
specifications including all artwork, listings, text, audio, and any other assets used in the supply of goods and
services to you.
2.2 All property, copyright, and other intellectual property rights in specifications supplied by
either party shall remain in the possession of the supplying party.
2.3 Desslab is not obliged to return any assets to the Client but, if returned at the request of the Client, such returns will be at the expense of the Client.
2.4 Any orders accepted by Desslab may only be terminated by the Client if Desslab expressly agrees to the cancellation in writing. The Client will indemnify Desslab in full against all reasonable losses (including loss of profit), costs (including the cost of all labour and materials), damages, charges, and expenses incurred by Desslab as a direct result of order cancellation.
3. Payment
3.1 Payments shall be made via direct bank transfer.
3.2 All invoices shall be paid in full without any deduction whether by way of set-off, counterclaim, discount, abatement, or otherwise, except for agreed over-payments and credits which have been given.
3.2 All invoices shall be paid in full without any deduction whether by way of set-off, counterclaim, discount, abatement, or otherwise, except for agreed over-payments and credits which have been given.
4. Quantities and Quality
4.1 Due to the nature of manufacturing and supplying goods, it is never possible to produce the exact quantities ordered. Therefore, Desslab reserves the right to supply 10% over or 10% under the total ordered quantity. The client will be charged or credited the respective amounts according to the price per unit outlined in the quote or order.
4.2 Desslab endeavours to produce records at a very high quality, but no physical reproduction on the vinyl format can ever represent a perfect copy. Concerning record manufacturing in particular:
4.2.1 Light surface noise or other distortion which does not substantially affect the audio quality or end-user listening enjoyment shall be deemed acceptable.
4.2.2 Any “warping” or “dishing” shall be deemed acceptable as long as it is within a
tolerance of 2mm. If outside these tolerances, then Desslab may, at its discretion, take a return on these items and
put them through a flattening process.
4.2.3 Print alignment will be deemed within tolerance if less than 2mm.
4.2 Desslab endeavours to produce records at a very high quality, but no physical reproduction on the vinyl format can ever represent a perfect copy. Concerning record manufacturing in particular:
4.2.1 Light surface noise or other distortion which does not substantially affect the audio quality or end-user listening enjoyment shall be deemed acceptable.
4.2.2 Any “warping” or “dishing” shall be deemed acceptable as long as it is within a
tolerance of 2mm. If outside these tolerances, then Desslab may, at its discretion, take a return on these items and
put them through a flattening process.
4.2.3 Print alignment will be deemed within tolerance if less than 2mm.
5. Shipping and Delivery
5.1 Any delivery dates and/or times given by Desslab are intended to be an estimate only and, although we will use reasonable endeavours to deliver the relevant Goods and/or Services in accordance with such delivery dates and/or times, the dates and/or times for delivery of those Goods and/or Services shall not be a binding guarantee. If no delivery dates and/or times are specified by us, delivery of the relevant Goods and/or Services shall take place within a reasonable time.
5.2 Desslab shall not be liable to the Client for any direct, indirect, or consequential losses, costs, damages, charges, or expenses caused directly or indirectly by any delay in the delivery of any Goods and/or Services nor shall any such delay entitle the Client to terminate or rescind the relevant order.
5.3 The Client is obliged to check all Goods upon delivery for any signs of damage and to only sign for Goods received in good condition. If Goods are damaged or lost in transit, the Client shall submit a detailed claim in writing (including any relevant photographs) to Desslab within two (2) working days after delivery describing the nature and extent of any such loss or damage to enable Desslab to make any necessary claim against the carrier within the relevant time limit. If the Client fails to give such written notice to Desslab within the timeframe stipulated above, the Goods shall be deemed in all respects to be (and to have been delivered) per the Contract and the Client shall be bound to accept and pay for the same accordingly.
5.2 Desslab shall not be liable to the Client for any direct, indirect, or consequential losses, costs, damages, charges, or expenses caused directly or indirectly by any delay in the delivery of any Goods and/or Services nor shall any such delay entitle the Client to terminate or rescind the relevant order.
5.3 The Client is obliged to check all Goods upon delivery for any signs of damage and to only sign for Goods received in good condition. If Goods are damaged or lost in transit, the Client shall submit a detailed claim in writing (including any relevant photographs) to Desslab within two (2) working days after delivery describing the nature and extent of any such loss or damage to enable Desslab to make any necessary claim against the carrier within the relevant time limit. If the Client fails to give such written notice to Desslab within the timeframe stipulated above, the Goods shall be deemed in all respects to be (and to have been delivered) per the Contract and the Client shall be bound to accept and pay for the same accordingly.
6. Acceptance of Returns
6.1 The client agrees to inspect the Goods on delivery or collection.
6.2 If the Client identifies any damages or shortages, they must inform us in writing within two (2) working days of delivery, providing details and evidence of the damage or shortages.
6.3 Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, only.
6.4 Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within two (2) working days after delivery.
6.2 If the Client identifies any damages or shortages, they must inform us in writing within two (2) working days of delivery, providing details and evidence of the damage or shortages.
6.3 Other than by agreement, we will only accept returned Goods if we are satisfied that those Goods are defective and if required, only.
6.4 Acceptance of the Goods will be deemed to be upon inspection of them by you and in any event within two (2) working days after delivery.
7. Copyright and Intellectual Property
7.1 The client hereby warrants to Desslab that:
7.1.1 It owns the copyright in or is the owner or licensee of any and all intellectual property (and other proprietary) rights relating to any and all copy audio or data masters, recordings, images, designs, digital files, and other items or materials supplied to Desslab.
7.1.2 It has the right to mechanically reproduce the recordings and other musical works supplied and is responsible for all publishing and/or mechanical royalty payments.
7.1.3 It will pay any two royalties to the PRS/MCPS (or direct to the songwriter) and we may share your details with potential rights holders to assist you in the collection of such royalties.
7.1.1 It owns the copyright in or is the owner or licensee of any and all intellectual property (and other proprietary) rights relating to any and all copy audio or data masters, recordings, images, designs, digital files, and other items or materials supplied to Desslab.
7.1.2 It has the right to mechanically reproduce the recordings and other musical works supplied and is responsible for all publishing and/or mechanical royalty payments.
7.1.3 It will pay any two royalties to the PRS/MCPS (or direct to the songwriter) and we may share your details with potential rights holders to assist you in the collection of such royalties.
8. Liability
8.1 If we do not deliver the Goods, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement goods of similar description and quality in the cheapest market available and for an equivalent specification of the original order, less the price of the Goods.
8.2 Our total liability will not, under any circumstances, exceed the total amount of the Price payable by you.
8.3 We will not be liable (whether caused by our employees, agents, or otherwise) in connection with the Goods, for: a) any indirect, special, or consequential loss, damage, costs, or expenses; and/or b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or d) any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or e) any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
8.2 Our total liability will not, under any circumstances, exceed the total amount of the Price payable by you.
8.3 We will not be liable (whether caused by our employees, agents, or otherwise) in connection with the Goods, for: a) any indirect, special, or consequential loss, damage, costs, or expenses; and/or b) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third party claims; and/or c) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or d) any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or e) any loss relating to the choice of the Goods and how they will meet your purpose or the use by you of the Goods supplied.
9. Governing Law
This Agreement is governed by and shall be constructed in accordance with the laws of Italy.