Manufacturing Terms & Conditions

General Terms and Conditions for the Duplication of Vinyl Records

Effective from 1 June 2023

Company: Hanaton Hanglemezgyár Kft. (hereinafter: HANATON)

Registered office: 8900 Zalaegerszeg, Hegyközség utca 13, Hungary

Company registration number: 20-09-072783

Tax number: 23964961-2-20

Bank account: Raiffeisen Bank 12092309-01819488-00100004

Represented by: András Hanisch, Managing Director

1. Contractual relationship

1.1. Unless the Contracting Parties agree otherwise in writing, HANATON duplicates and delivers vinyl records under these General Terms and Conditions. HANATON undertakes to confirm in writing the order placed by the CUSTOMER under the Manufacturing Agreement and to manufacture the product. By placing an order, the CUSTOMER accepts these General Terms and Conditions and undertakes to take delivery of the ordered products and to pay the manufacturing fee invoiced by HANATON in full by the due date. After placing the order, the CUSTOMER may withdraw unilaterally from the contract in accordance with Section 11. Any amendment to a contract already concluded under these General Terms and Conditions requires the mutual written agreement of the Contracting Parties.

1.2. HANATON undertakes to duplicate, package and deliver the CUSTOMER’s vinyl records and the associated printed materials ordered, in accordance with the Manufacturing Agreement.

1.3. The CUSTOMER declares that the contact person named in the Manufacturing Agreement is authorised to make all statements relating to the order.

1.4. HANATON carries out duplication partly through subcontractors.

2. Copyright and related rights

2.1. The CUSTOMER warrants that the ordered record does not infringe the copyright or other intellectual property rights of any third party. The CUSTOMER further declares that it is entitled to release the recording in the form ordered, whether on the basis of direct permissions obtained from the owners of the recording, performers and relevant copyright collecting societies, or under a co-publishing or other agreement with the recording’s publisher. The CUSTOMER undertakes to ensure that all royalties are paid in full to the rights holders or collecting societies when due.

2.2. The CUSTOMER undertakes to obtain and deliver to HANATON, together with the production materials, the manufacturing authorisation of the copyright collecting society, or to submit a declaration of own copyright in the form required by HANATON, available at https://hanaton.hu/files/copyright_declaration.docx.

2.3. The CUSTOMER guarantees that no claims, disputes, lawsuits, arbitration or other proceedings are pending or anticipated that could affect the declarations above. The CUSTOMER shall defend, indemnify and hold HANATON harmless against all claims, disputes, proceedings, actions, fines, penalties, litigation, losses, expenses, damages (including punitive damages) and related costs (such as legal and enforcement fees) arising out of or in connection with the infringement or alleged infringement of any third party’s copyright or other related rights in connection with the ordered products.

3. Submission of materials, responsibilities and quality defects

3.1. The CUSTOMER shall provide the audio and print materials required for duplication (hereinafter: source materials) in the format specified by HANATON. The CUSTOMER shall prepare the audio materials in accordance with HANATON’s requirements, taking into account the particular characteristics of vinyl record manufacturing: https://hanaton.hu/hasznos. The templates to be used for artwork submission are available at https://hanaton.hu/sablonok.

3.2. The CUSTOMER shall submit source materials through HANATON’s online facilities as described at https://hanaton.hu/hasznos. The CUSTOMER assumes full responsibility for any errors in the source materials submitted.

3.3. HANATON stores the source materials free of charge for three months following performance, after which it may delete them from its storage without further notice. HANATON accepts no liability for direct, indirect or consequential damage to, or loss of, the source materials.

3.4. The CUSTOMER shall inspect the products immediately after delivery and notify HANATON of quality complaints within 48 hours. For latent defects, the CUSTOMER shall notify HANATON immediately after they become apparent, but no later than two months after delivery.

3.5. In the event of quality defects, and provided the conditions in the preceding clause are met, HANATON shall repair or replace the defective products if:

(a) the defects arose during manufacture;

(b) the CUSTOMER returned them to HANATON at its own expense (HANATON shall reimburse this expense if the complaint is subsequently found to be justified);

(c) the defects were not present in the source materials;

(d) the test pressing did not contain the defect;

(e) the proportion of disputed products exceeds 1% of the products delivered;

(f) the defects do not result from normal wear or subsequent negligent handling;

(g) the CUSTOMER has not modified the products;

(h) the departure from specification is not insignificant; and

(i) they qualify as defects under HANATON’s quality standards: https://hanaton.hu/minosegi-elvarasok.

4. Stampers

4.1. The stamper used for record duplication is produced by HANATON’s subcontractor from the audio material submitted by the CUSTOMER. Ownership of the stamper belongs to the CUSTOMER. HANATON retains the stampers for two years after completion of manufacture. In the event of a repress, the retention period is extended until two years after completion of the repress. HANATON accepts no liability for the condition or quality of the stampers during storage.

4.2. HANATON will hand over the stampers to the CUSTOMER on specific request, but will not undertake repressing with stampers that have been handed over.

5. Test pressings

5.1. Before production begins, HANATON makes three test pressings and sends them to the CUSTOMER. Test pressings are black and bear labels marked “test pressing”.

5.2. HANATON begins production after the CUSTOMER has accepted the test pressings in writing, primarily by email. The time between dispatch and approval of the test pressings does not count towards the production deadline.

5.3. By approving the test pressings, the CUSTOMER accepts the sound quality of the records to be duplicated.

5.4. If the CUSTOMER finds a quality defect in the test pressings that was not present in the submitted audio, including but not limited to scratches or clicks, the CUSTOMER may request correction of the defect and new test pressings free of charge.

5.5. The CUSTOMER is not entitled to free correction where the defect results from quality defects in the submitted audio. In that case the CUSTOMER may choose to have a new stamper made at its own expense, or withdraw from the order under Section 11.

5.6. The agreed production period is extended by the time required for feedback and corrections.

6. Production and delivery

6.1. HANATON will make every effort to deliver the products by the deadline specified in the Manufacturing Agreement, but excludes liability for late delivery for any reason, including in particular delays by subcontractors and possible shortages of raw materials. HANATON is not liable for any loss or damage arising from delayed delivery, including loss of profit, revenue, economic loss, goodwill or any other financial loss.

6.2. The production period starts on the working day after the source materials have been approved and the advance specified in the Manufacturing Agreement has been paid.

6.3. The production deadline may be extended by the time required for discussions concerning submitted materials, customer approvals, feedback or other actions.

6.4. HANATON is not obliged to continue or fulfil an order while the CUSTOMER is overdue in paying an earlier invoice. For each day that delivery is withheld, HANATON may charge storage costs of up to 2% of the order price.

6.5. If the CUSTOMER does not provide delivery information or refuses delivery, HANATON may arrange storage and charge its cost to the CUSTOMER. After more than 30 days of storage, HANATON may destroy the products, having informed the CUSTOMER at least five working days beforehand and issued a final notice to the CUSTOMER.

6.6. HANATON is entitled to make partial deliveries.

6.7. HANATON shall inform the CUSTOMER’s contact person in advance of the expected delivery date.

7. Quantity tolerances

7.1. Due to the nature of record manufacturing, HANATON may deviate from the ordered quantity within the applicable tolerance. In the event of overproduction, the CUSTOMER shall pay for the quantity actually delivered; in the event of underproduction, the CUSTOMER is entitled to a refund of the unit price of the undelivered products.

7.2. The quantity tolerance is +/- 10% for orders up to 1,000 copies and +/- 5% for orders above 1,000 copies.

8. Fees and payment terms

8.1. The record manufacturing fee and payment due dates are set out in the Manufacturing Agreement.

8.2. If the CUSTOMER is more than 30 days overdue with a payment due under the agreement, HANATON may suspend production and invoice all costs incurred up to that point as a single amount, including collection, administrative and legal costs.

8.3. If the costs in the preceding clause are not paid within 30 days, HANATON may withdraw from the contract.

9. Rights of use and references

9.1. Rights of use and ownership of the finished records belong to the CUSTOMER. HANATON reserves the right to retain up to five records for quality assurance purposes, provided that it does not transfer them to any third party in any form.

9.2. HANATON may list the duplicated records among its references and demonstrate the audio privately as a reference after the CUSTOMER has released the record commercially.

10. Limitation of liability and confidentiality

10.1. Under no circumstances does HANATON accept liability for loss of profit, business, production, contracts, revenue, goodwill, anticipated savings, interest or financing costs, or for any other indirect or consequential damage.

10.2. HANATON’s liability is limited to 100% of the price of the products specified in the Manufacturing Agreement.

10.3. This agreement, including all its details and annexes, constitutes a trade secret. Its contents may be disclosed to a third party only with the joint written consent of the parties.

11. Termination of the contract

11.1. The contract between the CUSTOMER and HANATON may primarily be terminated by a joint written declaration of the parties.

11.2. If the CUSTOMER withdraws from the order before duplication (pressing) has begun, all advances received up to that point shall belong to HANATON.

11.3. If the CUSTOMER withdraws after duplication (pressing) has begun, HANATON is entitled to the entire manufacturing fee.

12. Miscellaneous provisions

12.1. The contract governed by these General Terms and Conditions is concluded when both HANATON and the CUSTOMER sign the Manufacturing Agreement.

12.2. Hungarian law governs the contract between HANATON and the CUSTOMER and all contractual and non-contractual rights and obligations arising from it.

12.3. The parties agree that the Zalaegerszeg District Court shall have jurisdiction over any future dispute.