General Terms and Conditions

1. General Agreements
1.1 Each order of the customer takes place in agreement with the following trading conditions. Deviating conditions of purchase of the customer are effective only if they are confirmed in writing by the me4dia, Ltd. Partnership (hereafter called: me4dia). Special agreements or changes of the conditions are legal only after written confirmation on the part of me4dia.

1.2 The offer made by me4dia is always not-binding regarding price, quantity, terms of payment and supply etc. The sales contract applies only with written confirmation of order by me4dia as final.

1.3 If me4dia obtains information after confirmation of order that its claims may be endangered, for example if a title is obtained against the client because of open payments, then me4dia can require pre-payment or sufficient security and stop further distribution. If this is rejected by the client, me4dia under exclusion of any claims can withdraw from the contract. In this case the client is responsible for all accumulated costs.

1.4 The client provides me4dia with all contents necessary for the production, for example master-tapes, films, and other data free of charge, and according to the given specifications, exclusively as copies. In case of loss or damage of these documents, while these are in the possession of me4dia, me4dia is responsible only for the maximum material costs for a new copy. me4dia is not obligated to examine the documents delivered by the customer. All production material, in particular the glass master, impression molds, film and tape material, not provided by the client remain property of me4dia, even if the client carries the manufacturing costs.

1.5 me4dia is not committed to keep production documents, glass-master and impression molds, etc. for supplementary orders for more than six months after completion of the first order. Afterwards all production documents stored by me4dia may be destroyed without special notification of the client. However, the client can require the return of the production documents submitted by him at his expense before the expiration of the aforementioned period. me4dia is not responsible for damage occurred during storage of the aforementioned production documents after more than six months, counting from the day of the handover.

1.6 Technically caused colour deviations on CD-prints, on prints or other used components in comparison to the default (master) entitle the customer not to refuse acceptance of the wares delivered, and represent no depreciation.

1.7 Technically caused deviations of the embossing position on prints in comparison to the default (master) do not entitle the customer to refuse acceptance of the wares delivered and represent no depreciation.

1.8 The client grants me4dia permission to label the finished products for presentation on and off-line with its name and Logo. For this purpose me4dia is permitted to produce reference samples, and provide third parties with them.

2. Terms of Delivery
2.1 The delivery time begins with entrance of the order and the complete, specified production documents and materials as well as a signed release, if demanded by me4dia, the declaration of exemption of copyrights and performing rights society declaration signed by the client. Late entrance or necessary treatment of the provided production documents extends the delivery time accordingly.

2.2 Set dates and delivery times correspond with the exact moment the wares are supplied by me4dia for acceptance and collection. me4dia is eligible to reasonable in-part deliveries.

2.3 If the client is in delay with the acceptance of the wares, me4dia is entitled to require a monthly storage fee of EUR 50.00 for each euro pallet. The right to require other compensations remains unaffected unless the client presents prove for smaller expenditures.

2.4 The delivery time agreed upon is extended in any case where me4dia cannot be made responsible for delays. In particular in case of disturbances in the power supply or traffic, imposition of an embargo, operational disturbances, labour disputes, late or failed self supply as well as other cases of higher force extend the delivery time agreed upon by the time of the persistence of the respective achievement obstacle. If the fulfilment of a contract becomes impossible for me4dia for any of the reasons mentioned above, me4dia cannot be charged for the failure of delivery. If the fulfilment of a contract for the reasons mentioned above is impossible for a period of more than two months, me4dia has the right, to withdraw from the contract. me4dia will immediately inform the client of any such move, and reimburse all payments made up to this point.

2.5 In case of a delay of delivery caused by me4dia the client has to set an appropriate respite of at least 14 days. If the production does not take place within the respite, the client can withdraw from the order. Further claims cannot be made.

3. Prices and Handling Costs
3.1 The current value added tax, and all applicable delivery costs must be added to all prices indicated by me4dia unless particularly differently noted.

3.2 All Prices indicated by me4dia are binding for a period of six weeks, starting with the contract conclusion. If after this period an increase of material or labour costs or public charges arises, me4dia may increase its prices accordingly. The cost increase will be explained to the client on demand.

3.3 me4dia is entitled of excess and short deliveries caused by production, whereas the delivered quantity will be charged to the clients account.

3.4 Dispatch or distribution are organized by choice of me4dia from the warehouse to the receiver, who is responsible even if own means of transport are being used. The responsibility for the wares passes to the client after the availability of the commodity and notification of the client. Transport insurance is added on demand only, and at the expense of the client.

4. Payments
4.1 All orders are fulfilled only after payment has been received. The payment is due immediately after reception of the bill and without rebate. Other terms of payment require the previous arrangement and are valid only after written confirmation by me4dia. If the client does not pay the bill within 30 days after reception, payment will be considered delayed; a written reminder received before the 30 days are over, also signify a delay. Delayed payments entitle me4dia to add an interest at a value of 6% over the basic interest rate according to the article 1 §1 of the euro-introductory law. me4dia can also take other actions, in particular demand compensation for damage caused by the delay of payment.

4.2 In case of a delayed payment me4dia has the right to claim the total amount due from the business relation with the client. All payments are charged first against interest and expense, then against the oldest demands. Opposing instructions of the customer are ineffective.

4.3 In case of cancellation of an approved order me4dia is entitled to raise cancellation fees of up to 15% of the amount of the original order's value.

5. Complaints and faults
5.1 Faults on the commodity are to be indicated by the client or his determined delivery place after receipt within one week in writing under indication of the fault as well as forwarding sufficient sample items for proof. Commodity, which was processed after dispatch by me4dia, or resold or passed on by the client, cannot be returned. If the wares in question remain in stock with me4dia, then faults are to be indicated by the client within one week after reception of the bill. In this case me4dia is obligated to give the client the possibility for the investigation of the commodity taken in stock within one week. After the periods indicated faults and complaints are no longer recognized.

5.2 Faults and resulting damages on the wares manufactured by me4dia, caused by instructions and production materials in particular designs, specifications, data and other documents of the client, are excluded from any guarantee and liability granted by me4dia.

5.3 me4dia assumes no liabilty for the texture of CDs/DVDs delivered by the client, for example the durability of the CD/DVD label and the silver coating when removing the adhesive foil used by me4dia.

5.4 me4dia is entitled to correct and improve any faulty and damaged wares within an appropriate period of time. Only if this fails or me4dia declines, the client can exercise his warranty claims of reduction or transformation.

5.5 The guarantee period is limited to six months. This applies also to claims on payment for damages resulting from faults, if no claims from bad action are made. All claims for faulty commodity fall under the statute of limitations after one year after delivery of the commodity.

5.6 Further claims from the client are ruled out. In particular me4dia is not responsible for indirect damage, missed profit or other financial damages to the client.

5.7 The above non-liability clause does not apply, if the damage is based on intention or severe negligence, ignorance of a substantial contract obligation or ignorance of a warranty, except if that damage is not included in the purpose of that warranty.

5.8 The liability of me4dia is limited in each case to the foreseeable damage. The above liability exclusions apply to all claims for damages including faults at the contract conclusion, ignorance of minor duties, product liability in accordance with § 823 BGB and further claims conditions.

5.9 The liability exclusions and limitations of liability in accordance with the above paragraphs also apply to the personal liability of the employees, co-workers, representatives and executing aides of me4dia.

5.10 Any wares delivered by me4dia may only be returned after written consent by me4dia, and will only be accepted, if a return-delivery note approved by me4dia is used.

6. Retention of title
6.1 The supplied commodity remains the property of me4dia, until the client has completely paid all demands from the business relation.

6.2 Any processing or re-design of the supplied commodity through the client always takes place for me4dia as manufacturer, but without obligation for me4dia. If the claim of property goes from me4dia to the client or a third party by processing, me4dia gains appropriate property rights on the new product in relation to the value of the supplied and the processed commodity. If the client acquires full property of the commodity by any means, he transfers the co-ownership to me4dia in the relation to the value of the supplied and to the other connected or mixed wares. According to the regulations of this paragraph the co-ownership by me4dia of the finished, mixed or connected commodity then goes to the client in same way as the property at the commodity supplied by me4dia.

6.3 The client stores the co-property free of charge for me4dia. The client passes all claims to me4dia, which arise from the connection or mixture of the commodity with other mobile things against any third party. The client has to guarantee that the reserved commodity is sufficiently insured, in particular against fires and theft. Any claims against the insurance company concerning the reserved commodity are already hereby surrendered to me4dia to its full value.

6.4 The client is entitled to sell the commodity which in part is also the property of me4dia. He agrees that from all proceeds the due amount corresponding to the total sum including value added tax on the original bill will go to me4dia. The client remains authorized to collect these claims even after the transfer. me4dia's right to demand these claims by itself remains unaffected. me4dia commits itself not to make any claims as long as the client delivers his due payments from agreed upon proceeds; provided that no delay in payment occurs, and in particular no request for opening of an insolvency procedure is posed. In that case, however, me4dia can demand that the client retires his open claims and their debtors to me4dia, transfers all data necessary, and informs all third parties concerned about the transfer.

6.5 The client is not authorized to allow any other form of utilization of the commodity, in particular a transfer as security deposit or seizure by a third party. All claims surrendered to me4dia require me4dia's written consent before being given to any third party.

6.6 If the collateral securities given to me4dia exceed me4dia's total claims by more than 50%, the client can demand the return or release of these extra securities to choice of me4dia.

6.7 The client has to inform me4dia immediately in case of a seizure or other actions of third parties concerning the commodity, so that me4dia can raise complaint in accordance with § 771 ZPO. As far as a third party is not able to refund the judicial costs and costs of a complaint in accordance with § 771 ZPO the client is responsible for the developed loss.

6.8 me4dia is entitled to demand the return of the wares and utilize them in an appropriate way if the client fails to deliver payments in time or fails to fulfill other substantial contractual obligations to equipment. The client has to accept the removal and must grant me4dia admission to its business premises for this purpose. This action is not considered a cancellation of the contract. The client is responsible for the loss, if utilization proceeds are lower than the purchase price.

7. Inability to pay and insolvency
7.1 In case of inability to pay and/or with the position of the insolvency request of the customer me4dia is entitled to secure and take back its property, the commodity, at the expense of the client. The client commits himself to give all information necessary. Further claims remain reserved.

8. Brand-names, copyrights, liability
8.1 Any changes on the commodity supplied by me4dia, and each special marking, which could be regarded as marks of origin (manufacturer or trade mark) of the client or a third party, is inadmissible. If a third party claims compensation in case of an offence against this agreement, me4dia is to be exempted from any recompense.

8.2 The export of the commodity supplied by me4dia may violate the rights of third parties in other countries, for example copyrights. me4dia refuses liability, if the client is confronted by the owners of such foreign rights.

8.3 The client guarantees that all editorial, graphic and audiovisual material supplied do not offend patent rights of third parties, registered customs and design patents, registered trade marks etc. or any other legal exceptions and prohibitions. If claims from such offences are raised against me4dia or procedures against me4dia are introduced, me4dia is to be exempted from these claims and/or the costs developing from it.

8.4 me4dia is entitled to demand proof of the client's authorization for the production of the commodity ordered from me4dia. This includes expressly all achievement patent rights, rights of reproduction and license rights. The client already now exempts me4dia from all costs and claims, which result from offences against the above mentioned rights.

8.5 In case of obvious offences against restrictions and prohibitions, like those listed in this paragraph, me4dia is entitled to refuse the order acceptance and execution, to immediately inform the responsible authorities and to secure all production materials and other documents provided by the client.

9. Place of delivery and area of jurisdiction
9.1 Place of delivery for supply and payment are Berlin. The area of jurisdiction for financial disputes as well as claims of the reseller against me4dia, is the office and/or regional court responsible for Berlin. The legal relations between me4dia and the client are exclusively subject to German law.

Last changes made: January 22nd, 2007.