I. Principles

1. The following conditions apply to all deliveries and services of OK-Medien Service GmbH & Co. KG and OK Logistics GmbH & Co. KG (hereinafter OK Media) to Orderers and customers. They regulate the sale of audio, audiovisual and data media, as well as deliveries and other services. Deviating agreements and assurances are only valid if they are confirmed in writing by OK Media. Verbal agreements must be confirmed in writing by OK Media in order to be effective.

2. Conditions of the Orderer deviating from the general business and delivery conditions of OK Media are not binding for OK Media. Deviations from the conditions of OK Media are only recognised if approved in writing by OK Media.

3. German law applies to the contractual relationships. Delivery and legal venue for deliveries to fully qualified traders for all disputes arising in relation to the business relationship is Schwerin for OK-Medien Service GmbH & Co. KG, and Neumünster for OK Logistics GmbH & Co. KG.

4. If individual provisions of these General Business and Delivery Conditions are invalid, this does not affect the other provisions.

 II. Prices and Payment Terms

1. All prices are exclusive of value-added tax. Value-added tax at the current legally applicable rate is identified separately in the invoices.

2. Payments for the purchase of audio, audiovisual and data media are payable net within 30 days of the invoice date, or payable net immediately for services. Payments must be made to OK Media only unless otherwise agreed.

3. Deductions from invoice amounts are only permitted by prior written agreement, unless the debt is undisputed or legally asserted.

4. Cheques or bills of exchange will only be accepted with a view to performance of the payment transaction, and subject to coverage of the standard bank discount and transaction charges. The tax on bills of exchange is borne by the Orderer.

5. In the case of late payment, default interest equal to the interest charged on bank loans, although no less than 3% above the currently applicable German Central Bank’s discount rate, will be levied each day until payment.

6. Payments are always offset against the least secured debt owed plus incurred default interest.

III. Retention of Title 

1. The supplied goods remain the property of OK Media until all liabilities of the Orderer arising from the delivery have been satisfied.

2. Furthermore, in the case of fully qualified traders, the supplied goods also remain the property of OK Media after the payment of special delivery invoices if debts are still owed to OK Media from other deliveries to the Orderer and the acquisition values of the stocks of the Orderer which are still the property of OK Media do not exceed the balance of outstanding debts by over 20%.

3. If the goods are resold, the debt owed by the customer to the Orderer corresponding to the value of the delivery from OK Media passes to OK Media for the purpose of securing all existing primary and secondary debts, without the need for a special declaration of assignment. The Orderer undertakes to supply the addresses of the customers at the request of OK Media. The Orderer’s claim against its customer cannot be ceded to third parties.

4. If the goods owned by OK Media goods or the debts representing these goods pursuant to III.3 are distrained by creditors of the Orderer, the Orderer must inform OK Media of this immediately and supply the corresponding documents, with the inclusion of a sworn assurance that the distrained goods/debts are owned by OK Media. The Orderer bears the costs of measures to rectify any such distrainment, particularly costs of intervention processes.

5. Assertion of retention of title does not qualify as withdrawal from the agreement. After a reasonable period (usually 3 months), OK Media is entitled to otherwise dispose of the supplied goods over which it has asserted retention of title, and supply the buyer within a reasonable new delivery period.

IV. Default in Payment

1. If the Orderer does not fulfil its payment obligation or the obligations arising from the retention of title by OK Media, or stops its payments, or judicial/extrajudicial composition and insolvency proceedings are initiated against its assets, all debts owed to OK Media by Orderers fall due. Bonus or discount agreements with the Orderer are deemed void in this case.

2. If the debts are not immediately paid, OK Media is entitled to secure and retrieve the goods subject to its retention of title at the expense of the Orderer, and to disclose the assignments of claims to debtors and collect the debts. The Orderer is obliged to provide OK Media with all information required for this and to grant representatives of OK Media access to the business and storage premises of the Orderer.

3. If the Orderer defaults in payment or there is a significant decline in the pecuniary circumstances of the Orderer, OK Media is entitled to withhold deliveries or demand advance payments or securities at its discretion.

V. Order Execution and Delivery

1. The customer will supply us with the execution documents required for manufacture, such as print files, master tapes etc. free of charge and in compliance with the specifications OK Media. These files and master tapes must be duplicates only. OK Media is not obliged to review these execution documents in any way.

OK Media is not responsible for the content. OK Media merely replicates the supplied master data 1:1, the Orderer is responsible for their content, executability and operability. Glass masters and stampers remain the property of OK Media, even where the customer pays the manufacturing costs.

OK Media is not obliged to store these for any subsequent orders for longer than 6 months, unless the customer has explicitly expressed a wish to the contrary in writing. Finished products or partial components stored on the premises of OK Media which are the property of the Orderer will be destroyed automatically after 24 months or sent to the Orderer at its request and expense.

2. OK Media has the right to place its company name on the CD, label and printed matter. Colour deviations on the CD label or in the printed matter relative to the specifications do not entitle the customer to refuse acceptance and do not constitute a reduction in value.

3. The ordered goods will be sent using customary modes of transport at the expense and risk of the Orderer. The risk of accidental destruction and deterioration of the goods passes to the Orderer on delivery of the goods to the shipping representative of OK Media, but no later than the time of their departure from the plant or warehouse. The shipping method will be determined by OK Media.

4. Unless otherwise expressly agreed, delivery will be carried out within 3 months of order confirmation. Partial deliveries are permitted, unless otherwise agreed in writing, following receipt of the necessary documentation.

5. Unforeseen obstacles to delivery (e.g. copyright-based bans on delivery, strike, lockouts, breakdowns, delays with our suppliers, transport difficulties), including all cases of force majeure, entitle OK Media to withdraw from the agreement in full or part or postpone delivery by the duration of the obstacle. Claims for compensation including claims arising from consequential damages of the Orderer are excluded, where legally permitted.

6. Goods are returned at the Orderer’s risk. In cases of clearly justified complaints, OK Media will pay the shipping costs. In all other cases, goods must be returned carriage paid to the central warehouse only in 24589 Nortorf.

7. The Orderer consents to over- or underdeliveries of no more than 10% of the purchased goods, up to a maximum of 500 units.

8. Goods are delivered carriage forward ex-works. The Orderer pays packaging costs unless otherwise agreed.

 VI. Warranties

 1. The Orderer must examine the goods promptly on receipt for faults, consistency and assured properties. Obvious faults must always be reported in writing and in detail immediately, but no later than one week after receipt of the goods at the destination, enclosing the packing slip. A sample of the faulty goods must also be supplied. If the agreement is a commercial transaction for both parts, sections 377, 378 of the Commercial Code apply providing that identifiable faults are reported in writing to OK Media within 1 week.

2. Where complaints of faults are substantiated, OK Media has the right to rectification or replacement. If rectification or replacement is impossible or fails, the Orderer has the right to conversion or a reduction in price.

3. The warranty period is 6 months from delivery in all cases.

4. Compensation for further direct or indirect damages – regardless of the basis in law – is excluded where legally permitted. OK Media does not accept liability for consequential damages of any kind in the case of complaints.

5. Complaints of faults do not release the Orderer from its obligation to adhere to the payment terms.

VII. Further Provisions

The stipulations of the German Federal work agreement regulations (Werkvertragsrecht, §§ 631 ff of the Civil Code) otherwise apply. The customer declares that the subject of the agreement, including all secondary services, does not contain any pornographic, racist, morally objectionable or indecent content. OK Media has the exclusive right to determine whether the subject of the agreement breaches these terms and can withdraw from the agreement in the case of such breaches at any time.

VIII. Copyright Licenses

1. In the case of contract production, it is the responsibility of the Orderer to fulfil the obligations arising from the reproduction and distribution of copyrighted works and illustrations of all kinds. When the order is placed, the Orderer must submit a corresponding decree from GEMA or other authorised body.

2. When the order is placed, the Orderer must provide the following details for the audio recordings: title, composer, text author, arranger, editor, issuer, publisher, contributing artists, p laying time. OK Media does not accept liability for any breaches of third-party copyrights, intellectual property rights, trademarks or intellectual property rights. The Orderer indemnifies OK Media from any claims by third parties in this regard.

OK Media Group 2009