The following terms form part of any contract of sale between Replicat Pty Ltd (“we”, “us”, “Replicat”) and a client (“you”, “client”) for the products available for sale at Replicat's website www.replicat.com.au. These terms comprise Part A. Specific Terms, Part B. General Terms and Part C. Conditions of Reproduction (together, "Terms of Trade").

PART A. Specific Terms

1.      DDP masters for CD audio

DDP is a convenient format for audio CD masters and we can accept either a link to your DDP.zip file on your server (please ensure that you include a MD5 checksum), or alternatively you can upload a DDP.zip file to www.replicat.com.au/uploads 

DDP CD Audio masters can now be output from most major mastering software suites, but please note that Replicat cannot offer specific technical advice in relation to DDP output (search DDP and MD5 in your software suit as a starting point if you need assistance). If you are unable to produce a DDP master then we would prefer to handle the entire conversion (from WAV, MP3, AIFF etc) and offer a standard $55+GST service.

It is important to note that Replicat staff cannot listen to a DDP master prior to replication. It is 100% the responsibility of the mastering engineer to provide a correctly authored and error-free DDP master for replication. DDP files are loaded directly onto our glass mastering system. There is NO conversion, authoring or other procedure that alters the files prior to replication. 

Please provide DDP masters if, and only if, you are completely familiar with DDP master creation and have software available to playback the DDP files prior to submission.

*NEW* Replicat’s DDP Player OEM is available for both Windows and Mac, (i) click either link and save the appropriate .zip file for your platform to a folder on your hard drive (ii) extract the zip file (iii) run the extracted executable (iv)  enter the key (first time only) 4E05-585C-734D-A0E6
 

2 .      Reproduction of colour, colour accuracy

It is important to note the technical limitations of all print processes. 

Due to the different print production processes and materials (plastic, card, paper, fabric) being printed, some colour variation between components is quite possible and expected. For example, we do not guarantee to closely match disc colours to pack colours, as the result achieved from printing to any plastic disc surface is quite different to that achieved when printing to offset to card/paper stocks (especially when different stocks and laminates are taken into consideration).

Replicat does not colour match to colours you view on an RGB monitor, because these colours may vary for different monitors and they are not a true representation of the CMYK values of your file when printed on an offset, inkjet, digital offset or screenprint press. As a general guideline, colours on an RGB monitor can be (at times significantly) lighter and brighter than the actual CMYK colours in your file.

Replicat will print all components according to the standard colour calibration for the print equipment being used. We set these parameters carefully as a 'best fit' for all titles and do not vary the settings for any individual job. Replicat will not provide a refund or other compensation if the actual print colour is different to the expected result (based on intention, RGB monitor, other printed components, proof or any other reference) provided that the correct file has been printed and print registration is accurate. Also please note that we do not provide digital proofs via email for inkjet printed short run (<300 units) disc face printing, and proceed directly to production upon receipt of a correctly formed file.  

In the case of offset or screen printed components (orders for 300+ units unless otherwise stated on the quotation) Replicat will take all due care, but will not be liable to reprint or otherwise compensate the client in ANY of the following circumstances:

(a)   Where CMYK designs are used, reasonable efforts are made to reproduce the colours in your supplied artwork files and our printers work in a colour-calibrated environment to achieve the best possible result for all clients in a print batch, it is important to note that Replicat operates a high volume print production environment that generally steps up multiple different jobs on a plate and achieves the best result for the plate as a whole. Final offset printed product colours are within 10% of the supplied artwork file colours. Note: In the event that a client has a concern over colour, we will check with the plant that produced the product at no charge to confirm whether colours are within 10% of the supplied artwork files. In the event that a client is dissatisfied with our response, Replicat can at the client's request produce an ISO certified colour accurate hardcopy proof at its Australian printer for a charge of $100+GST payable in advance. In the event that this proof shows a variation of more than 10% from the printed product, we will refund this proofing charge and in good faith discuss an appropriate remedy with the client, however no compensation shall be payable unless the variation is significantly higher than 10% resulting in our sole opinion in an unsaleable product.

(b)   Where Pantone designs are used: films and proofs provided by the client are not output from identical artwork files, and/or a CMYK disc design does not include a white base, and/or the Pantone colours printed are accurate Pantone colours, but differ from a digital proof and/or a Pantone colour is printed on a disc at less than 100% density without a white base, and/or a vignette (tonal range fade) extends more than 40% (e.g. from 35% to 75%) on a printed disc,

(c)   A design otherwise fails to follow Replicat artwork specifications and guidelines, resulting in an undesired printed result,

(d)   The final design is printed on uncoated or brown stock, or is laminated, any of which causes the final colour to vary from any supplied proof. It is the responsibility of the client to allow for these elements. 

(e)  If a CMYK design is submitted for solid colour disc face printing, clients must note that the final print colour can be inconsistent across the disc face - especially with tertiary colours (green, purple, orange, brown) but to some extent with all colours. We recommend providing Pantone colour designs for screenprint if accurate solid colours are required.

3.      Suitability of designs

Clients are responsible to ensure the suitability of the designs including for, colour, colour density and the available print resolution for silkscreen or offset printing onto disc and any other printed components and to ensure that their designs meet our specifications. Replicat cannot check the suitability of your colours, colour density or other design elements prior to printing. If the artwork differs from any laser or inkjet printout supplied, Replicat will print what is contained in the artwork and produced by colour separation films made from that artwork.

Without limiting the previous provisions, Replicat will not be liable to remanufacture or otherwise compensate the client in the event that the printed discs are deemed unsatisfactory due to inappropriate colour selection, inappropriate colour density or failure to follow our design specifications.

4.      Hard copy professional proofs vv PDF proofs

Replicat does not accept hard copy proofs for colour matching except by prior arrangement and in conjunction with a job that has been specifically quoted as a single job on the press with a colour match process paid for. It is however recommended that clients note the great difference between looking at colours in printed form on the one hand, and on an RGB monitor on the other (either during the design process or when viewing our PDF proofs) and so if colour accuracy is particularly important we recommend visiting a print bureau and asking them to reproduce a CMYK print onto the same stock as your final production e.g. white coated, or more rarely white uncoated. Please note however that the ink spread is different on all paper stocks and may result in lighter or darker colours accordingly.

5.      Blank/Duplicated CD-R, DVD-R, DVD-R/DL not 100% reliable

Duplicated blank media are simply not as reliable during playback as replicated media. Replicated media are manufactured to more stringent quality controls and are recommended for all commercial and other important projects. Duplicated media may not playback as expected for a variety of reasons, typically:

(a)   Older players may not be able to play DVD-R or DVD-R/DL or other formats

(b)   DVD content may be authored for incorrect TV standard or region

(c)    A player(s) may have a malfunctioning laser which allows some discs to be read but not others.

(d)   A disc(s) may have a small surface defect and need to be cleaned before playback.

(e)   (If we have supplied blank media for burning) the burner or authoring software used may be malfunctioned or incorrectly used.

Replicat shall not under any circumstances be liable to replace blank or duplicated blank media supplied to a client if the discs fail to play for any of the reasons listed above. If you are experiencing problems with media, please use a different burner and/or different authoring software to re-test.

6.      Short supply and manufacturing variance

Replicat routinely produces slightly more than the ordered quantity, expecting to lose some as part of our quality control procedures. We charge our clients based on the quoted unit price times the number of units actually received in good condition.

In the unlikely event that we short supply (due transit damage, manufacturing defect or any other reason), then Replicat shall not be liable to reproduce this shortfall unless the shortfall exceeds the minimum production quantity for this item (as stated on our online quotation system).

In the event that a certain quantity of free overruns have been included in a promotional offer, the number of free overruns offered is approximate only and no compensation will be offered in the event that Replicat supplies slightly more or less than the quantity of free overruns indicated on the quote.

7.      Sleeve Sizes

Replicat produces a series of standard sleeve sizes (14mm spine DVD, 7mm spine DVD etc) and prints several titles to a plate, trimming all titles to the same spec/size. Given the variation in outer film welding methods on various cases, the final sleeve may be shorter than the maximum possible sleeve size on a given case by up to 10mm in total (although care is taken to align the spine artwork). It may be possible to see case lug holes as a result. This is not considered a manufacturing error, as it would cost clients substantially more to create a custom sleeve size for every possible case. Replicat will not be liable for any variance in sleeve sizes (up to 10mm, in total for any sleeve) or the appearance of any lug holes on the sleeves as a result.

8.      CD & DVD Label Art

If you have designed CMYK label art - then we will match the colours to the digital proof approved, allowing a commercial tolerance for colour accuracy (see above at “Reproduction of colour, colour accuracy”).

If you have designed spot (Pantone) colour disc label art - then your discs will be matched to the Pantone colours specified. The digital proof should be used to confirm design layout - and as a rough guide for colours.

If you are supplying your own films for CMYK disc label art then a chemical proof is mandatory. If you are supplying your own films for spot (Pantone) colour disc label art - then your discs will be matched to the Pantone colours specified. The Pantone colour must be specified on each film.

9.      Original client materials & Replicat design finishing service

Clients are responsible to retain copies of their original masters and artwork files. In the event that client materials are inadvertently lost or damaged, Replicat shall be liable for the replacement of the blank media only and will not be responsible under any circumstances for replacing the original master or artwork content.

It is standard practice at Replicat to retain possession of all original material to facilitate future reruns. In the event that materials are to be returned to the client, the client must give sufficient notice and shall bear the cost of retrieval from suppliers and return of those materials.

In the event that the client has ordered a Replicat design finishing service to produce print ready artwork files from client supplied images and/or text, the final print-ready files shall be used for the purposes of Replicat manufacture only. The design finishing service is a heavily discounted service, designed to assist clients to 'get across the line' on a media production job. We do not release these print-ready files to the client at any point during or after manufacture, although they may be used without additional design charge on any identical Replicat-produced rerun in the future. In the event that the client requires original artwork for the purposes of digital distribution, an additional fee is payable, and the client will receive a package including non-bleed front cover at 300 dpi, plus 72 dpi low-res versions of any additional booklet/disc/panels in the design. 

10.   Conditions of Reproduction

In consideration of Replicat Pty Ltd (A.C.N. 110 523 950) at the request of the CLIENT reproducing product which may include CD, DVD, vinyl, USB and/or other media content subject to copyright,  the CLIENT agrees, warrants and represents that:

• The client is the legal beneficiary owner and/or duly authorised licensee of the copyright title(s) to be reproduced and that the client has the right in law to authorize Replicat to manufacture all titles for the client and the client will be able to produce documentary proof of this right within 7 days if required.
• In so authorising Replicat to manufacture the title(s), the client is not infringing upon the rights of any third parties.
• The client has secured any necessary clearances of any mechanical copyright that may be applicable in respect of the works contained in the title(s) and will be able to produce documentary proof of such clearances within 7 days if required.
• The title(s) to be reproduced will not be used for any illegal purpose, or in any manner to infringe another person's copyright.

The client further agrees to indemnify and hold Replicat Pty Ltd in relation to the replication of all titles, not liable for any claims, threats, suits, penalties, liabilities, costs and expenses including and without limitation to any legal fees and expenses arising out of any claims incurred by reason of or arising out of any claims for infringement of copyright or claim for royalties pursuant to the copyright laws of Australia, or any other applicable statutes or comparable law of any other jurisdiction.

This clause indemnifies Replicat against any action for breach of copyright by a client and also alerts clients to the ramifications of any unauthorised replication.

11.   Expected condition of printed cardboard packs

Cardboard is by nature a soft, malleable material that can expand and contract slightly in different climatic conditions. In certain rare circumstances, this might affect cardboard disc packs. Replicat is not responsible for any minor changes to the structure of supplied printed cardboard packs caused by changes in climate or environment, including but not limited to bowing of cardboard underneath digipack trays, slight separation of panels and other minor imperfections.

Replicat is also not responsible for flattening of wallet spines, creasing, minor scuffing, minor flecking (lifting of small spots of toner ink from the surface or edges of a digital offset printed component) and marks to packs that might reasonably be caused during product assembly, transit or storage. If, however, you receive product and believe that the condition of the packs is significantly worse than the above disclaimers due to transit damage or another fault, then please contact Replicat immediately upon receipt.

IMPORTANT: If a client orders packs without shrinkwrap or cellowrap protection, then they do so at their own risk. Soft cardboard packs can become marked when placed/removed from boxes or while shifting in transport/storage. These marks and imperfections can be particularly noticeable on darker printed designs on cardboad packs in particular. We highly recommend shrinkwrap on all cardboard wallet packaging, especially dark designs.

Note: Where any quotation refers to free gloss or matte laminate on the pack, the free laminate is applied to any cardboard components in the quote ONLY and does not apply to any paper or media (disc, USB etc) components. Discs are printed a standard matte finish UV coat for short run (less than 300 units), neutral finish for offset CMYK print, semi-gloss finish for Pantone print. Paper parts are coated stock.

12A.   Expected condition of discs - CD, DVD

Discs are manufactured from a soft plastic known as OGP that is susceptible to scratches. Minor imperfections in the disc surface may be caused by hand assembly or client removal from the packs. If such wear does not affect playability then such wear is considered normal and no compensation or replacements would be provided, and Replicat will not be liable for any such minor wear (in Replicat’s discretion). 

12B.   Expected condition of discs - coloured vinyl, AB labels

In order for us to accommodate all varied requests for coloured vinyl records, splatters, swirls and other marvellous creations, we are constantly changing colours in our PVC extruders and, from time to time, there can be slight traces of different material showing through. Our extruder clean up process involves using a clear recyclable material to remove the previous coloured PVC from the extruder barrel. It is not uncommon, with coloured vinyl records, on close inspection to occasionally detect some spots or slight streaks of different colours.

This in no way affects playability or the quality of the finished record, rather an example of uniqueness and the beauty of diversity in our records.

Please note that with splatter records, we cannot guarantee matching mock ups or samples pictured. Our aim is to ensure we achieve good sounding records, however the splatter process can introduce additional noise and must be taken into account when you order.

AB labels are affixed via a machine process during pressing that subjects the label to very high pressure. While we endeavour to provide labels as close to centre as possible, and with the most uniform hole possible, it is possible for the label to move slightly off centre and for the paper label near the inner hole to show some tearing and imperfection. These minor defects are considered acceptable and do not affect playability or saleability.

13.   Mirror Band Text, Barcodes & ISRC codes

Replicat reserves the right to place its URL (www.replicat.com.au) and product code on the mirror band of any disc produced. If you do not wish our URL to be placed on the mirror band, then you must advise us in writing (via email to sales@replicat.com.au) prior to production commencing.

If you use a Replicat-supplied barcode on your product packaging, then such products must be printed by Replicat under the terms granted by GS1 Australia for barcode use. In the event that you produce a rerun of this product in future with a different manufacturer, you must change the barcode number AND make a change to the product in some way (e.g. change to artwork or master) as GS1 requires that identical products may not have more than one unique barcode number assigned to it.

If you use Replicat-supplied ISRC codes and/or barcodes for your tracks or master then that's fine, but it may be easier to get these from your digital distributor if you're signing up for online sales.

PART B. General Terms

14.   Description of the Products and Services

Without limiting Part A. Specific Terms, you acknowledge that we cannot guarantee that all goods and services described (whether in writing or photographically) on our website or otherwise by us are absolutely accurate at all times. Where we become aware of any inaccuracies in relation to the description of our goods or services, we reserve the right to correct those inaccuracies, without liability to you.

Images provided on our website are solely for illustrative purposes and we cannot guarantee that any particular image has been reproduced in true colour to perfectly match the particular goods or services or to perfectly reflect the full design or options pertaining to the particular goods. Similarly, all dimensions and weights provided by us or otherwise contained in catalogues, price lists, whether on our website or otherwise, are intended to as a general description and do not form part of this agreement.

(For additional terms regarding descriptions and colour reproduction, see Part A. Specific Terms, clauses 2-4, 8, 9, 12and 13.)

15.   Prices, Ordering & Quotations

The prices charged for all Replicat goods and services are determined by us in our sole discretion. All amounts stated on this website are quoted in Australian Dollars (AUD). Prices quoted by Replicat are GST exclusive. You will be liable for any GST payable on the supply of any of the Replicat goods or services to you under an order.

Ordering of any goods or services occurs through the Replicat website (www.replicat.com.au) or by acceptance of a quotation provided by Replicat to the client. Standard packaging and postage charges will be calculated at the time of purchase in accordance with our internal policies. It is within our sole discretion to reject or cancel your order (including where one or more goods have been listed with an incorrect price, descriptive image or details due to error or oversight), and we are not required to provide reasons as to why we may have rejected your offer to purchase the goods or services.

All quotations and prices are subject to change until accepted by a client, and unless otherwise stated quotations are valid for 30 days after the date of the quotation. We are not responsible for any errors or omissions arising from information not provided in your initial written instructions, and the goods and services provided will be those set out in the relevant quotation.

Refunds may be provided in accordance with these Terms of Trade and in any event at Replicat's sole discretion, however no refunds will be provided if you have simply changed your mind.

16.   Cancellation of orders

Any of the following actions will be deemed an official sales order and instruction to proceed, accepting the terms of our quotation and terms of trade:

(a)        The payment of any amounts referred to in a Replicat quotation, order or invoice;

or, in the event that the pre-production deposit requirement has been waived by written agreement,

(b)        The physical, faxed, emailed or digitally transferred receipt of any forms, masters, artwork in relation to a Replicat quotation, order or invoice.

In the event that a client does not wish us to proceed with production after any of the above events, it is the client’s responsibility to provide written instructions via email to sales@replicat.com.au and to also receive our verbal or electronic confirmation of this cancellation. The client shall be liable to Replicat for the order processing, artwork/master handling, proofing, materials, labour and other cost incurred in manufacturing the goods to that point, plus an administration cost of 20% of the goods value.

17.   Payment

Unless agreed in writing prior to production commencing, a 50% deposit is required on placement of your order and full payment of the balance must be arranged prior to collection or delivery of goods unless a credit account has previously been established with Replicat. A credit account will be made available only upon acceptance by Replicat of an application made under our standard Credit Application Form (available upon request). If you maintain an up to date credit account with Replicat, terms for payment will be as set out in the Credit Application Form and these terms.

Partial delivery or collection is not available until full payment has been received. In the event that multiple deliveries are required, the balance must be received in full prior to the FIRST delivery. Payments can be made by cash, cheque (3 days clearance required), MasterCard, Visa, Bankcard or direct cash deposit into Replicat's bank account.

18.   Delivery and Delays in Manufacture

The cost of delivery of any goods to most capital city metro areas in Australia is included in the online calculator. Any remote surcharge is added based on delivery postcode on the emailed quote PDF.

Additional fees in addition to the quoted price will be charged for any of the following;

(a) residential delivery surcharges (now common on consignments over 29KG)

(b) redelivery fees if client not at address when delivery attempted 

(c) tailgate charges for extended delivery delays eg hand unloading large pallet deliveries 

(d) split deliveries 

(e) international deliveries 

Replicat takes pride in its track record for meeting our clients' deadlines for delivery of satisfactory product and providing realistic and achievable deadlines for order completion. However, all delivery times quoted by Replicat are estimates only, and offered without obligation.

In the event that order production is delayed due to circumstances beyond Replicat's reasonable control (including but not limited to force majeure event, rejection of client masters or artwork during manufacturing, transit delays, production delays, equipment malfunction and union activity), Replicat shall not be considered in breach for any delay or failure to proceed, or liable for any loss or damage arising out of a failure to deliver at a set time, or any delays involved in delivery, whether reasonable or not, resulting from those circumstances. The client shall remain liable for all amounts due under the contract upon the eventual delivery of product, to the extent allowed by applicable law. Clients are asked to provide ample additional time to allow for unforeseen circumstances.

Subject to Part A, Specific Terms, claims regarding shortages or variance in delivery will only be considered by us if you notify us within ten (10) business days of receipt of the goods.

(For additional terms regarding delivery and shortages, see Part A. Specific Terms, clause 6.)

19.   Risk and Title

Provided that full payment has been made, risk and title in any goods provided by Replicat to you passes to you immediately upon despatch from our premises. Where full payment has not been made, risk passes upon despatch from our premises, and title is retained by us until full payment has been made.

20.   Personal Property Securities Act

By entering into an order in accordance with these Terms of Trade, the client acknowledges and agrees that any agreement formed under these terms (including any order) constitutes a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA) and until full payment has been made, creates a security interest in all of the client's present and after-acquired goods, materials, equipment or parts forming a part of the goods supplied by Replicat (Secured Goods).

The client will: (a) promptly sign any further documents and provide any further information that Replicat may reasonably require to register a financing statement, financing change statement or any other required document on the Personal Property Securities Register; (b) indemnify, and upon demand reimburse Replicat for all expenses incurred in registering a financing statement, financing change statement or any other required document on the Personal Property Securities Register or releasing any Secured Goods charged thereby; and (c) not register, or permit to be registered, a financing change statement or a financing change statement in respect of a security interest without Replicat's prior written consent.

Replicat and the client agree that nothing in sections 130(1)(a) and 143 of the PPSA will apply to these Terms of Trade or any order. The client: (a) waives its rights as a debtor under sections 92, 93, 94, 95, 97, 118, 121, 132, 135, 137, 140 and 142 of the PPSA; (b) waives its right to receive a verification statement in accordance with section 157 of the PPSA (unless otherwise agreed to in writing by Replicat); and (c) agrees that where Replicat has rights in addition to those under Chapter 4 of the PPSA, those rights will continue to apply; and (d) agrees that this clause will survive termination of these Terms of Trade or any agreement hereunder for the sale or provision of goods or services.

21A.   Restriction of Liability - claims within 30 days

Clients are asked to note that if goods are supplied for the purpose of resale this is considered a business to business transaction, covered by these terms of trade. Such supply is not deemed a business to consumer transaction covered by consumer law. As such, we ask clients to carefully inspect and test any supplied product on arrival to ensure it's OK.

To the extent allowed by applicable law, neither Replicat, its employees, agents, contractors, directors, shareholders nor associates shall be liable for the replacement of merchandise deemed to be damaged or faulty unless the claim is lodged in writing via email to scott@replicat.com.au within 30 days of stock delivery.

Once 30 days have elapsed, we will still investigate any claims and wherever possible request rework from our suppliers to rectify any issues you may have. However, in the event that stock cannot be reworked or replaced by the original supplier once the 30 day period has passed, Replicat shall only, and at its sole discretion, provide an at cost replacement from an alternative supplier.

21B.   Restriction of Liability - consequential loss

To the extent allowed by applicable law, neither Replicat, its employees, agents, contractors, directors, shareholders nor associates shall be liable for any direct or indirect, consequential, special, punitive or other loss, damage or injury, whether in contract, tort (including negligence), equity or otherwise, arising from any matter under these terms, including any goods and services provided by Replicat, the manufacture, reproduction, distribution or use of any products manufactured by Replicat, delays in order completion, any other failure of performance, or any representation made on behalf of Replicat by its employees, directors, shareholders or associates.

Except as otherwise expressly set out in these terms, and to the extent permitted by applicable law, Replicat excludes all warranties, representations and guarantees, whether express or implied, related to these terms and any Replicat goods or services, and will have no liability to the client in connection with any such warranty, representation or guarantee. To the extent that any terms implied by law are deemed not excludable by law (non-excludable terms), Replicat’s liability for those non-excludable terms will be limited to (at Replicat's sole discretion): (a) the repair, replacement or re-supply of those goods or services; or (b) the payment of the cost of such repair, replacement or re-supply (as applicable).

Without limiting the general nature of this clause to cover all products and services supplied by Replicat, this restriction of liability clause specifically covers the duplication, replication and data load of digital media. We take great care to data load, duplicate and replicate in secure non-network environments and to QC check a production sample prior to releasing the goods. It is however the responsibility of every Replicat client to ensure that they have accurate and current playback software and anti-virus software on their testing system, and to check that any product supplied by Replicat prior to sale or distribution is identical to their supplied master file. 

22.   Entire Agreement

This document expresses and incorporates the entire agreement between the parties concerning the subject matter of it and all the terms of the agreement between the parties. This document supersedes and excludes any prior or collateral negotiation, understanding or communication between the parties concerning the subject matter of this document or any term of that agreement.

23.   Jurisdiction

This document shall be subject to and construed in accordance with the laws of the State of Victoria and parties to the contract will submit to the jurisdiction of the courts and tribunals of that State.