The following general terms of sale, delivery and payment apply to all legal transactions of Celebrate Records GmbH - hereinafter referred to as CELEBRATE - with its contractual partner - hereinafter referred to as client (AG). These conditions form the basis of all offers and agreements and are deemed to have been accepted by the ordering party or acceptance of the delivery for the duration of the entire business relationship, even if no express reference was made to them when the order was placed. Terms and conditions that deviate from these GTC or other terms and conditions of the client are not binding for CELEBRATE, unless their application has been expressly agreed. This also applies if CELEBRATE has not expressly objected.

CELEBRATE offers are always non-binding. Orders are only binding after written confirmation by CELEBRATE or the signing of the contract. If there is no written confirmation within 15 days, the order is deemed not to have been accepted.

1. 1. 1. Delivery dates or deadlines are binding if they have been agreed in writing. Working days count as delivery days.
         
         
      2. The delivery periods only begin to run when the client has fulfilled its obligations to cooperate, in particular has provided the material/medium to be processed (audio data, graphic data and all other relevant data according to the specifications required for the order, GEMA exemption) in the required quality. This also applies to finish pressings; in addition, a binding delivery date will only be assigned on a daily basis after the test samples have been approved.
         
         
      3. If a down payment or down payments have been agreed, the delivery period does not begin until the requirements according to paragraph 2 have been met and the down payment has been received in the CELEBRATE account or an account specified by CELEBRATE. CELEBRATE has a right of retention until agreed advance payments have been made.
         
         
      4. Bei Liefer- und Leistungsstörungen aufgrund höherer Gewalt oder aus Umständen, welche CELEBRATE nicht zu vertreten hat, hierzu gehören u.a. Streik, behördliche Anordnungen, Energieausfall, Ausfall von Materiallieferungen – auch wenn diese Probleme bei Zulieferern auftreten -, verlängert sich die Lieferzeit um die Dauer dieser Störung zuzüglich 15 Arbeitstage Anlaufzeit. Dauert diese Störung länger als 6 Wochen, kann der AG vom Vertrag zurücktreten. Weitergehende Ansprüche sind ausgeschlossen. Der AG hat jedoch die bereits gefertigte und gelieferte bzw. lieferbereite Ware im Verhältnis vom Auftragswert zu den Stückzahlen zu vergüten. CELEBRATE ist verpflichtet, den AG über Liefer- und Leistungsstörungen zeitnah zu informieren.
         
         
      5. Ist der Liefertermin überschritten, kann der AG unter Setzung einer angemessenen Nachfrist, welche mindestens 10 Arbeitstage beträgt und die Androhung des Rücktritts vom Vertrag enthält, vom Ablauf dieser Nachfrist zurücktreten. Bei Rücktritt wegen schuldhaftem Verzug durch CELEBRATE besteht ein Anspruch auf Schadenersatz in Höhe von 0,1% des Nettoauftragswertes pro Arbeitstag, maximal jedoch 5% des Nettowertes der vom Auftrag betroffenen Leistungen. Darüber hinaus gehende Ansprüche sind ausgeschlossen, es sei denn, der Verzug beruht auf vorsätzlicher oder grob fahrlässiger Pflichtverletzung.
         
         
      6. Bei Selbstabholung durch den AG erfolgt die Übergabe der Ware mittels Lieferdokumente und einer Kopie des Personalausweises des Abholers. Das KFZ-Kennzeichen wird auf dem Lieferschein notiert. Bei ausländischen Versandabholungen sind die Ausfuhrbescheinigung bzw. Gelangensbestätigung gem. deutschem UStG Pflicht. Der Abholer, der AG sowie der Empfänger der Ware haben vor der Herausgabe den Erhalt der Ware zu bestätigen. Im anderen Falle ist Umsatzsteuer nach derzeitigem Stand deutsches Recht zu entrichten.

1. 1. Delivery is free ex works in Stollberg at the risk of the client. The client bears the costs of shipping or transport.
      
      
   2. To avoid transport damage, CELEBRATE ships exclusively on pallets. If the client requires a package to be sent, CELEBRATE is not liable for transport damage. Excluded from this are test pressings and packages up to 5kg.
      
      
   3. Transport insurance will only be taken out at the request and expense of the client.
      
      
   4. If shipping is delayed at the client's request or the goods are not picked up by the client, the risk is transferred to the client upon notification of readiness for dispatch.

1. 1. CELEBRATE is entitled to issue advance invoices for partial deliveries made. Claims for services not included in the advance invoice can be made in the final invoice.
      
      
   2. Invoices must be settled in full within 8 days or within the invoice due date agreed with the client after receipt of the invoice. If this deadline is exceeded, interest will be charged on the outstanding amount at 8% above the respective base interest rate.
      
      
   3. For foreign currencies, the conversion rate applicable at the due date applies. The client must ensure that the amount stated in the invoice in EURO is credited to CELEBRATE's account or an account specified by CELEBRATE.
      
      
   4. Checks are not accepted.
      
      
   5. Offsetting against counterclaims is only permitted if the counterclaim in question is undisputed or has been legally established. The same applies to asserting a right of retention.
      
      
   6. When it comes to reductions in fees, we refer to the terms and conditions agreements concluded with us.
      
      
   7. The client bears Paypal, transfer and / or bank costs.
      
      
   8. New customers pay 3 times in advance. From the 4th production, we deliver on account if there is a positive credit decision from the debt collection company.

If the fulfillment of the payment claim is at risk due to a deterioration in the client's financial circumstances that occurred or became known after the contract was concluded, CELEBRATE can demand advance payments and immediate payment of all outstanding invoices, including those that are not yet due, withhold goods that have not yet been delivered and continue work on ongoing ones Place orders. CELEBRATE is also entitled to these rights if the client does not make payment despite a reminder for default.

1. 1. All goods delivered remain the property of CELEBRATE until all claims arising from the business relationship, including additional claims and claims for damages, have been paid in full.
      
      
   2. The retention of title also remains in effect if individual claims of the client are included in a current invoice and the balance is drawn and recognized.
      
      
   3. The client is only entitled to resell taking the following provisions into account and only on the condition that the claims in accordance with Section 5 are actually transferred to CELEBRATE.
      
      
   4. The client´s authority to sell reserved goods in the ordinary course of business ends with the revocation by CELEBRATE as a result of a sustained deterioration in the client´s financial situation, but at the latest with its cessation of payments or with the application for or opening of insolvency proceedings over its assets.
      
      
   5. The client hereby assigns the claims with all ancillary rights from the resale of the reserved goods - including any balance claims - to CELEBRATE.
      
      
   6. If the client has sold the receivables as part of real factoring, CELEBRATE's claim becomes due immediately and the client assigns the claim against the factor that replaces it to CELEBRATE and immediately passes on its sales proceeds to CELEBRATE. CELEBRATE accepts the assignment.
      
      
   7. The client is authorized to collect the assigned claims as long as it meets its payment obligations. The collection authorization expires if it is revoked, but at the latest if the client defaults on payment or if the client's financial circumstances deteriorate significantly. In this case, CELEBRATE can threaten the client with collection of the debt by itself or by commissioned third parties. After the deadline has expired, CELEBRATE is authorized by the client to inform the customers of the assignment and to collect the claim itself. The client is then obliged, upon request, to provide CELEBRATE with a precise list of the claims to which the client is entitled, including the names and addresses of the customers, the amount of the individual claims, invoice details, etc. and to provide CELEBRATE with all the information necessary to assert the assigned claims and to review them to allow information.
      
      
   8. If the value of the securities existing for CELEBRATE exceeds all of its claims by more than 20%, CELEBRATE is obliged to release securities of its choice at the request of the client or a third party affected by the client's over-collateralization. Pledges or assignments as security of the reserved goods or the assigned claims are not permitted. CELEBRATE must be notified immediately of any seizures, stating the name of the pledgee.
      
      
   9. If CELEBRATE takes back the delivery item due to retention of title, this will only constitute withdrawal from the contract if CELEBRATE expressly declares this. CELEBRATE can satisfy itself from the reserved goods taken back by private sale.
      
      
   10. The client stores the reserved goods for CELEBRATE free of charge. He must insure himself against the usual risks such as fire, theft or water to the usual extent. The client hereby assigns to CELEBRATE his claims for compensation, which he is entitled to for damages of the type mentioned above against insurance companies or other parties liable for compensation, in the amount of the invoice value of the goods. CELEBRATE accepts the assignment.
       
       
   11. All claims as well as the rights arising from the retention of title to all special forms specified in these conditions remain in effect until complete release from contingent liabilities that CELEBRATE has entered into in the interest of the client.

1. 1. All reproduction tools manufactured by the client remain the property of CELEBRATE.
      
      
   2. Pressing tools, dies and printed matter are only used for orders from the client and are destroyed without prior notice 1 year after their last use.
      
      
   3. Covers, labels and other printed matter are stored at the client's risk and risk for 4 weeks in accordance with CELEBRATE price lists. The destruction then takes place without further information. Printed matter under 50 pieces will be destroyed immediately or sent along with the order.

1. 1. The client undertakes to provide the material in suitable quality for reproduction. If defects arise in the reproduction due to errors or defects in the source material that were not recognizable by CELEBRATE, the client is obliged to pay for the manufactured goods.
      
      
   2. The client is responsible for the accuracy of the data provided. If the color proof is missing for printed matter, later complaints cannot be accepted. Audio data must be delivered cut-ready for vinyl. If the customer does not order pre-mastering, it is assumed that the material delivered has already been mastered. The client is responsible for defects that arise in this case from sub-optimal pre-mastering.
      
      
   3. If the cue sheet on the delivered CD-R and the label copy for vinyl production are missing, no claims can be made against CELEBRATE due to incorrect track assignment.
      
      
   4. If CELEBRATE discovers defects in the source material, CELEBRATE undertakes to immediately notify the client of these defects. The client is obliged to immediately provide new, suitable starting material.
      
      
   5. If the client wishes a test pressing of a production, 2 copies will be produced. The client has one week to report defects in the test pressing in writing. If no complaint is made, the production of the ordered edition is deemed approved and will be carried out.
      
      
   6. If the customer delivers master foils / DMM foils, they must be produced in accordance with the DIN of the German Record. If CELEBRATE detects an error during the visual inspection, CELEBRATE can reject the film. The client is responsible for damages and follow-up costs.
      
      
   7. Colored vinyl has a higher noise floor than black vinyl. The current color scale can be viewed at www.celebrate.de. The colors shown are for guidance only. Production, monitor and printing variations may occur. For colored vinyl, CELEBRATE does not guarantee that the vinyl is clean with one color. Due to production reasons, residues of other colors may always be visible on the vinyl.

CELEBRATE is entitled to collect, store, process and use personal data for its own purposes to the extent permitted by law.

1. 1. The client assures that there are no reasons to prevent reproduction based on the source material presented.
      
      
   2. The client is responsible for compensation for all rights used by composers, lyricists, editors, artists, organizers, photographs, etc.
      
      
   3. Der AG übernimmt die volle Garantiehaftung dafür, dass alle erforderlichen Angaben richtig und vollständig mitgeteilt werden. Der AG stellt CELEBRATE frei von allen hieraus folgenden Ansprüchen der GEMA, anderen Gesellschaften für musikalische Aufführungs- und/oder mechanische Vervielfältigungsrechte oder weiterer Dritter.

1. 1. CELEBRATE guarantees the completeness of the agreed number of copies according to the carrier material and the data and materials handed over. There is no guarantee that the sound recordings will be reproduced with appropriate quality on inferior or non-commercial playback devices.
      
      
   2. Complaints due to incomplete, defective or incorrect deliveries must be made immediately in writing within 3 working days of delivery. Later complaints are excluded unless they are not obvious or not immediately detectable defects. The defective deliveries must be returned to CELEBRATE immediately. CELEBRATE has the right to deliver replacements for defective goods within 21 working days of return.
      
      
   3. If the replacement delivery fails, the client can demand a price reduction or cancellation of the contract. Further claims are excluded.

Claims for damages against CELEBRATE are excluded unless CELEBRATE is responsible for the damage due to intentional or grossly negligent behavior.

1. 1. For deliveries abroad in accordance with Section 6 UStG, the client must provide CELEBRATE with all the necessary information and the documents that CELEBRATE requires as proof of a tax-free export delivery to the German tax authorities. If the client does not fulfill its obligation to cooperate, the client owes CELEBRATE the amount of the applicable German sales tax on the invoice amount.
      
      
   2. For deliveries from Germany to another EU member state in accordance with Section 6a UStG, the client must inform CELEBRATE of its valid sales tax identification number in good time before delivery, under which it carries out purchase taxation within the EU. When collecting the goods from the Stollberg factory or by a transport company commissioned by the client, the client must provide CELEBRATE with the original export certificate. If these documents are not available to CELEBRATE or provided by the client, the client owes CELEBRATE the amount of the applicable German sales tax on the invoice amount.
      
      
   3. The legal relationships between CELEBRATE and the client are subject to German law, with the exception of the United Nations Convention of April 11, 1980 on contracts for the international sale of goods /CISG.
      
      
   4. Place of performance is Stollberg. The place of jurisdiction for CELEBRATE and the client is Chemnitz. CELEBRATE is also entitled to sue the client at its general place of jurisdiction.