TERMS AND CONDITIONS OF BUSINESS

YOUR SUBMISSION OF ANY MATERIALS TO REY VINILO, FOR REPRODUCTION OR OTHER SERVICES, OR ORDERING OF ANY SERVICES OR OTHER MATERIALS FROM REY VINILO CONSTITUTES AGREEMENT BETWEEN YOU (“Customer”), AND REY VINILO S.A. DE C.V. ON THE FOLLOWING TERMS AND CONDITIONS. ADDITIONAL COPIES OF THIS FORM MAY BE FOUND AT www.reyvinilo.com/terms.pdf

STANDARD TERMS AND CONDITIONS FOR PRODUCTION OF WHAT ARE HEREFORTH REFERRED TO AS PRODUCTS (“Products”) AND SERVICES (“Services”), INCLUDING BUT NOT LIMITED TO: VINYL RECORDS, OPTICAL DISCS, FLASH MEDIA, PRINT, PACKAGING, OR ANY OTHER MATERIAL OR SERVICE PROVIDED BY FROM REY VINILO S.A. DE C.V.

This Purchase Agreement contains the entire agreement between REY VINILO S.A. DE C.V. and its subsidiaries (“REY VINILO”, “Rey Vinilo Record Pressing”) and Customer concerning any and www.reyvinilo.com/terms.pdf

all Services and Products provided by Rey Vinilo 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 Rey Vinilo and Customer, and may not be amended except pursuant to a written document signed by both parties. This document is incorporated into and subordinate to the Terms and Conditions posted at www.reyvinilo.com/terms.pdf. In the event of a conflict between this document and the Terms and Conditions, the latter shall apply.

1. Acceptance. This Purchase Agreement will be accepted only at Rey Vinilo’s offices in Mexico City upon: (1) written confirmation from an authorized representative of Rey Vinilo or (2) shipment by Rey Vinilo of goods in accordance with the terms set forth herein. Rey Vinilo reserves the right to refuse acceptance of any Purchase Agreement or Purchase Order for any reason.
2. Prices, Orders and Shipments. All orders are subject to the terms and conditions detailed on any and all of the following Rey Vinilo documents: Customer Quotation, Order Form and Credit Application. Prices to be charged for Products and Services provided to Customer hereunder shall be as agreed upon at order placement. Order cancellation requests must be made prior to when processing or manufacturing has begun, and will only be granted upon Rey Vinilo’s acknowledgment of such cancellation request. Any order changes requested after job has entered production will only be honored a) if the finished Product has not been partially or fully manufactured; and b) upon issuance to Customer of a revised estimate from Rey Vinilo acknowledging and agreeing to the requested change order. Any and all claims arising from requested order changes and/or order cancellations shall only be valid with a revised estimate from Rey Vinilo, acknowledging and agreeing to the change and/or the cancellation as well as written or digital acknowledgement of order change or cancellation by both Rey Vinilo and Customer. Customer is fully responsible for all charges incurred on any orders placed and not properly changed or cancelled, including any orders or shipments refused by Customer at time of delivery (provided that the refused shipment contains the items originally ordered by Customer). Costs given at time of order placement for artwork processing, film processing, audio mastering, CD-ROM and DVD-ROM authoring, material or product overruns (within a range of +/- 10% of ordered quantity), and freight costs are estimates only and are subject to change; actual charges incurred will be reflected in full on final invoice. Additionally, ship dates provided by Rey Vinilo are estimates as well, and not guaranteed. Customer can elect expedited shipping, but Rey Vinilo is not responsible for the increased cost of elective expedited shipping resulting from project delays or issues. Rey Vinilo is not responsible for any losses or damages resulting in project delays or issues. All shipments to Customer will be F.O.B. according to the place established in the concerned estimate or quotation; shipping charges and risk of loss in transit shall be Customer’s sole responsibility unless otherwise noted in writing by Rey Vinilo. Rey Vinilo reserves the right to make partial shipments when necessary. Unless otherwise noted, Rey Vinilo reserves the right to fulfill and charge for Customer‘s Product order quantity (including both finished goods and materials used to fulfill finished goods) within a range equal to +/- 10%. Completed weight of vinyl records may vary within +/- 10% of ordered weight. Return authorizations must be furnished in writing by a Rey Vinilo customer service representative prior to return of any finished product. Return authorization number and/or form will accompany any Customer returns. Customer agrees he or she holds all rights to manufacture and distribute all components of order and must provide appropriate documentation of these rights. Rey Vinilo reserves the right to hold all Product until such documentation can be supplied.
3. Payment Terms. Invoices will be issued upon shipment of Products, unless shipment is delayed, deferred or canceled by Customer, in which case a partial invoice will be issued for Products manufactured. Charges for Services performed by Rey Vinilo 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 Rey Vinilo’s net income) in addition to other charges hereunder. All payment for Products and Services due at onset of production of Products and Services, unless otherwise noted. If credit terms are granted, payment is due within thirty (30) days of invoice date unless otherwise agreed upon in writing by Rey Vinilo. First-time orders must be paid with secured funds (such as bank transfers, money orders, or cashier’s checks) unless otherwise agreed upon in writing by an authorized representative of Rey Vinilo. Claims for adjustments in amounts due to Rey Vinilo must be presented to Rey Vinilo in writing within two (2) business days from the date of invoice. A late charge at the rate of one and one-half percent (1.5 %) per month (18% annually) may be charged for all amounts past due. 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. Rey Vinilo shall have a security interest in Products produced for Customer until all amounts due hereunder are paid in full. If payment in full has not been received on any order, Rey Vinilo reserves the right to delay or withhold shipment of any subsequent order, or, upon thirty (30) days written notice to Customer of its intent to do so, to auction, sell, or liquidate any or all components comprising the subsequent order in an effort to recoup Customer’s past due amounts. Customer agrees to pay Rey Vinilo all costs of collection, whether or not suit is instituted, as well as any and all royalties or licenses that may be necessary to facilitate the liquidation of Customer’s undelivered order.
4. License. Customer grants Rey Vinilo a worldwide, royalty-free, non-transferable license to reproduce and distribute copies of Materials (as hereinafter defined) to the extent necessary for Rey Vinilo to perform its obligations under this Purchase Agreement.
5. Warranty, Disclaimer and Limitation of Liability. Rey Vinilo warrants that Products 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 Rey Vinilo. As Customer’s sole remedy, and as Rey Vinilo’s sole liability, for breach of this warranty, Rey Vinilo will, at its option, replace, or discount or refund the amount paid by Customer to Rey Vinilo for any Products that are returned to and found defective by Rey Vinilo. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS PARAGRAPH, REY VINILO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY AS TO PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (REY VINILO DOES NOT WARRANT ANY CONTENT PREPARATION SERVICES AND THE PRODUCT THEREOF UNLESS SUCH SERVICES HAVE BEEN CONTRACTED BY REY VINILO. REY VINILO MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE EFFECTIVENESS OF ANY ELECTIVE COPYRIGHT PROTECTION OR SIMILAR PROCESSES AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY EFFECT THEY MIGHT HAVE ON THE PERFORMANCE OF THE CUSTOMER’S FINISHED PRODUCTS. ) IN NO EVENT SHALL REY VINILO 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. Per Section 2, production timelines and ship dates are estimations and are not guaranteed. Rey Vinilo is not responsible for any losses or damages resulting from production or shipping delays. Furthermore, Rey Vinilo makes no warranty and assumes no liability of media playability issues as a result of hardware issues with computers, laptops, disk drives, turntables, or other mechanical parts. 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 Rey Vinilo’s liability to Customer under any theory exceed the amount paid by Customer to Rey Vinilo pursuant to Rey Vinilo invoice(s) for the related Services or Products. 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 Purchase Agreement, “Materials” means all items delivered to Rey Vinilo in whatever form by or for Customer for use in connection with the production, printing and/or packaging of Materials hereunder into Products, including, without limitation, master media, artwork and packaging materials.
7. 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 Rey Vinilo. 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 Rey Vinilo 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 Rey Vinilo 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 Rey Vinilo 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.

7.1  If Customer is to provide artwork to Rey Vinilo in connection with the printing or packaging of any Materials hereunder, such artwork must be received by Rey Vinilo prior to the commencement of work by Rey Vinilo. If Customer is to provide Materials for the final packaging of completed Products manufactured hereunder, such Materials must be received by Rey Vinilo not more than one (1) week after the delivery of the applicable master media to Rey Vinilo, or within a timetable provided in writing and agreed upon by an authorized representative of Rey Vinilo.

7.2 Customer is solely responsible for delivering Materials to and retrieving Materials from Rey Vinilo hereunder. At Customer’s request and sole risk, Rey Vinilo will store Materials as long as Rey Vinilo is providing services hereunder, at any place that Rey Vinilo deems appropriate. Customer is responsible for insuring supplied Materials against damages; Rey Vinilo does not insure supplied customer Materials. During such period, a storage charge may be assessed. After a period of nine (9) months from last Order pressing or manufacturing iteration, a storage charge will be assessed until Customer retrieves such Materials from Rey Vinilo. Customer is responsible for removal of all Materials within thirty (30) days of notification by Rey Vinilo. If Customer fails to remove Materials as requested, Rey Vinilo shall have the right to destroy, erase, or make any other disposition of such Materials without liability to Customer or any other person, at Customer’s expense. Costs to dispose Materials are subject to change, and available at https://www.reyvinilo.com/forms/scrap/fee_table.pdf.

7.3 Master Content Materials (including but not limited to CDs, DVDs, or digital files) provided to Rey Vinilo by the Customer are retained by Rey Vinilo for an unspecified length of time sufficient to begin manufacturing; master materials are not returned to Customer. Customer is solely responsible for making and keeping any backups, copies or original versions of any supplied digital master Materials for replacement in case of loss or damage prior to the job, as a backup copy for Customer’s personal use and for safekeeping after the mastering process concludes.

7. Rey Vinilo’s Rights in Tooling, Programs, Specifications and Data. Rey Vinilo shall retain title to all tooling, including masters, stampers, and other tooling, produced by Rey Vinilo. Rey Vinilo shall also retain all rights in computer programs, audio recordings, specifications, or data developed by Rey Vinilo in or for the performance of this Purchase Agreement, notwithstanding whether such computer programs, recordings, specifications or data were developed by Rey Vinilo for Customer or otherwise.
8. Export. Customer agrees not to export any product manufactured for it by Rey Vinilo in violation of any export control laws, rules or regulations.
9. Risk of Loss. Products manufactured by Rey Vinilo for Customer shall remain the property of Rey Vinilo until shipment to Customer pursuant to Paragraph 2. Upon Customer’s request, and at the Customer’s sole risk, finished Products will be held by Rey Vinilo at no charge for up to thirty (30) days following Customer’s notification of order completion provided in writing or electronically by an authorized representative of Rey Vinilo or invoice date, whichever comes first. Rey Vinilo will not be liable for any loss and / or damage that may occur to Products during this time. In the event that Products manufactured by Rey Vinilo per Customer’s purchase order remain in Rey Vinilo ‘s possession beyond the thirty (30) day period following order completion, Rey Vinilo will provide Customer with written notice that Customer’s product is at risk of being destroyed and/or disposed of. If, after thirty (30) days, Rey Vinilo has not responded to Rey Vinilo ‘s written notice, Rey Vinilo may impose a storage charge, or destroy and/or dispose of Customer’s Products without any liability.
10. Confidentiality. If Customer discloses confidential information to Rey Vinilo and clearly identifies such information in writing as “confidential,” Rey Vinilo shall use reasonable care to ensure that such information is disclosed only to Rey Vinilo employees or service providers requiring access to such information to render the Services or manufacture Product requested by Customer. Nothing herein shall limit Rey Vinilo’s right to use or disclose information that (a) becomes available to the public without fault of Rey Vinilo; (b) is lawfully acquired by Rey Vinilo from a third party; (c) is in the possession of Rey Vinilo at the time of disclosure by Customer; or (d) is developed by or on behalf of Rey Vinilo by persons who have not received Customer‘s confidential information.
11. Force Majeure. Rey Vinilo 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 Rey Vinilo or its suppliers or contractors, including but not limited to acts of God, unavailability of materials or services, equipment failures, freight interruptions, 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 Mexico City. Any suit or action by Customer against Rey Vinilo shall be brought exclusively in the state or federal courts in Mexico City, Mexico.
14. Any controversy or claim arising out of or relating to this Purchase Agreement, or the breach thereof, shall be settled by arbitration administered by the Centro de Arbitraje de México under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any such arbitration shall take place in Mexico City, Mexico, and the parties specifically waive any claims as to venue, jurisdiction or forum for non-convenience.

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 REY VINILO