UK Conditions of Business
(Please note New York Conditions of Business
and Los Angeles Additional
Terms and Conditions are outlined below. Please
scroll to view.)
DEFINITIONS
1. In these conditions, the following terms
shall have the following meanings:
'The Mill' means The Mill (Facility) Limited of 40-41 Great
Marlborough Street, London, W1F 7JQ upon whose document these
conditions are endorsed.
'the Customer' means the person, firm, company or other body to
whom such document is addressed.
'these conditions' means these conditions of business; and
'the contract' means the contract to which these conditions apply
and which incorporates these conditions.
FORMATION OF CONTRACT
2.1 All goods, services or facilities are
offered and all contracts are entered into subject to the following
conditions of business. Subject always to condition 15.4 all other
terms, conditions or warranties whatsoever are, to the maximum
extent permitted by law, excluded from the contract or any
variation thereof unless expressly accepted by The Mill in writing.
No servant or agent of The Mill has the power to vary these
conditions orally or to make any statement or representation about
the goods, services or facilities offered, their fitness for any
purpose or any other matter whatsoever.
2.2 These conditions shall be incorporated into
any contract between The Mill and the Customer to the exclusion of
any terms or conditions stipulated or referred to by the Customer.
Any dealings with The Mill following receipt by the Customer
of notice of these conditions shall automatically be deemed
acceptance thereof notwithstanding the absence of formal
acknowledgement.
2.3 Unless otherwise expressly stated in
writing, all quotations and estimates supplied by The Mill are
invitations to treat. The Customer's order is an offer and shall
become binding upon acceptance by The Mill.
PRICES
3.1 All prices quoted are exclusive of VAT. The
Mill shall further be entitled to make an adjustment to the quoted
price in the event that:-
3.1.1 additional costs are incurred by The Mill
due to materials supplied by the Customer or any third party being
in the opinion of The Mill, in any way defective, in an unsuitable
format (or a different format to that which The Mill is expecting
to receive the same) or of unsuitable quality for normal
processing; or
3.1.2 the information supplied by the Customer
or any third party in connection with its order does not provide a
full and accurate indication of the work involved; or
3.1.3 additional costs are incurred by The
Mill, due to alterations by the Customer or any third party in its
requirements.
3.1.4 additional costs are incurred by The Mill
due to exceptional circumstances outside the control of The Mill,
including currency fluctuations and changes in third party
costs.
PERFORMANCE, DELIVERY OR COLLECTION
4.1 Unless otherwise agreed in writing, all
times quoted for performance or delivery or availability for
collection are given in good faith but are not guaranteed.
Notwithstanding that The Mill and the Customer may have agreed that
time is of the essence, the time for performance or delivery or
availability for collection shall in every case be dependent upon
prompt receipt of all necessary information, final instructions or
approvals from the Customer. Alteration by the Customer of its
requirements may result in delay in performance, delivery or
availability for collection.
4.2 Any packaging supplied by The Mill, unless
otherwise expressly agreed, is intended to provide adequate
protection throughout normal conditions of transport by the means
specified in the contract or as may be otherwise agreed. If the
Customer (or the intended recipient) fails to take delivery on the
agreed delivery date or to collect on the agreed collection date
or, if no specific delivery or collection date has been agreed,
when the goods are ready for despatch, The Mill shall be entitled
to store the goods and to charge the Customer the reasonable costs
of so doing and to tender its account for such charges under
condition 5. Notwithstanding the terms of condition 7.1 below, The
Mill shall be under no liability in respect of any loss or damage
following the despatch of any goods from The Mill's premises.
4.3 If The Mill and the Customer shall agree
that any goods shall be delivered electronically or via any form of
telephony ("Direct Delivery") the following provisions shall as
applicable apply:
4.3.1 the Customer acknowledges that Direct
Delivery is not or may not be a completely secure medium of
communication and that an unauthorised third party may intercept,
tamper with or delete goods delivered by Direct Delivery and
that Direct Delivery may involve reliance upon third party data
carriers over which The Mill has no control; and
4.3.2 The Mill shall not be responsible for and
shall have no liability to the Customer or any third party
for:
4.3.2.1 any delay to any Direct Delivery or any
non receipt of any goods delivered by Direct Delivery;
4.3.2.2 any loss or damage that results from
any person gaining unauthorised access to any Direct Delivery of
any goods;
4.3.2.3 use or disclosure of any data obtained
by any third party as a result of the same having gained
unauthorised access to any Direct Delivery; and
4.3.2.4 any loss or damage resulting from any
malfunction of or the introduction of any viruses, worms, logic
bombs, time locks, time bombs, Trojan horses and/or bugs to any
equipment and/or software used to effect and/or receive any Direct
Delivery.
TERMS OF PAYMENT
5.1 Subject to condition 5.2 and unless
otherwise agreed by The Mill in writing all invoices rendered by
The Mill are payable within 28 days of the dates thereof.
5.2 The Mill expressly reserves the right at
its sole option to require payment by instalments during the
performance of the contract and/or payment of all amounts owing to
The Mill immediately prior to delivery or making goods available
for collection.
5.3 The Customer shall pay all amounts owing to
The Mill in full and shall not exercise any rights of set off or
counterclaim against invoices submitted. Payment of all amounts
shall only be made in the currency in which they are invoiced and
shall not be subject to any deductions/charges whatsoever.
5.4 In the event of default in payment by the
Customer under any contract between the Customer and The Mill, The
Mill shall be entitled, without prejudice to any other right or
remedy, to suspend any further performance of or deliveries under
any contract or contracts between The Mill and the Customer without
notice and to charge interest on any amount outstanding at the rate
of 4% above the base rate of Royal Bank of Scotland from time to
time (accruing from day to day both before and after judgment),
from the due date of payment to the actual date of payment.
5.5 All prices quoted or agreed are exclusive
of any applicable value added tax, which the Customer shall be
liable to pay in addition.
CANCELLATION
6.1 Any contract between The Mill and the
Customer may only be cancelled or varied with the written consent
of The Mill and upon the terms of these conditions. The giving of
The Mill's consent shall not in any way prejudice The Mill's right
to recover from the Customer full compensation for any loss or
expense arising from such cancellation or variation.
6.2 If notwithstanding condition 6.1 and
without prejudice to any other rights or remedies available to The
Mill, the Customer shall give The Mill notice of cancellation of an
order which notice is received by The Mill:
6.2.1 less than 24 hours prior to, as
applicable, the date for performance or the commencement of
performance or the date on which the applicable facilities were to
be utilised by or on behalf of the Customer (the "Contract Date"),
The Mill shall be entitled to charge the Customer the full contract
price or, if none is stated, the applicable amount under The Mill's
rate card current at the Contract Date; and
6.2.2 less than five working days but more than
24 hours prior to the Contract Date, The Mill shall be entitled to
charge the Customer one half of the contract price or, if none is
stated, one half of the applicable amount under The Mill's rate
card current at the Contract Date in each case reflecting the fact
that The Mill is unlikely to be able to secure an order for the
facilities that had been allocated to the processing of the
Customer's order from a third party within the time
available.
LIABILITY
7.1 The Customer hereby agrees that without
limiting any other provision of these conditions:
7.1.1 to the maximum extent permitted by law
The Mill's entire liability for breach of any provisions of the
contract, or any terms, warranties or conditions implied in the
contract by operation of law, including The Mill's liability for
negligence (except where such negligence results in death or
personal injury) are excluded;
7.1.2 under no circumstances shall The Mill be
liable for any consequential loss whatsoever (including damages for
loss of business profits, business interruption or other indirect
pecuniary loss of any kind);
7.1.3 The Mill's entire liability for any
direct loss suffered by the Customer, as a result of The Mill's
breach of the contract and for which The Mill shall notwithstanding
any other provision of the contract be liable, shall (subject to
the terms of conditions 4.2, 4.3 above and 9.1 below) be limited to
the amount actually paid by the Customer in accordance with the
contract;
7.1.4 the price to be paid by the Customer
under the contract reflects the limitation on the liability
accepted by The Mill; and
7.1.5 this condition 7.1 is reasonable and
necessary in the circumstances and that having regard to that fact,
this condition does not work harshly or unreasonably against the
Customer.
7.2 The Customer shall indemnify The Mill from
and against:-
7.2.1 all claims or proceedings taken against
The Mill by any third party including any client of the Customer,
The Mill's employees, the Customer's employees or the employees of
any contractor employed by the Customer or The Mill or the personal
representatives or dependants of any such employee or other third
party in respect of personal injury or damage to property caused by
or arising out of any act or omission of The Mill in the course of
carrying out the specific instructions of the Customer;
7.2.2 all claims or proceedings taken against
The Mill arising out of the acts and/or omissions of the Customer,
its agents or sub-contractors or any of their respective employees,
whether negligent or otherwise.
7.3 The Customer expressly agrees that it will
at all times maintain and keep effective insurance policies with
reputable insurers with sufficient cover which protect the Customer
against any loss or liability which it may incur or suffer arising
out of the contract or any act or default of The Mill in the
performance by The Mill of its obligations to the Customer. Such
insurance shall include insurance for any damage or loss for which
The Mill is not liable pursuant to the conditions hereof, insurance
which protects the Customer against any accidental loss, damage or
destruction to any master tapes, film negative prints, sound tapes,
video tapes or visual images or sound held in any media or any
other materials of any kind supplied to The Mill whilst in the
possession or control of The Mill. The Mill accepts no liability
for any liability or loss which arises from any failure by the
Customer to maintain and keep effective such insurances.
7.4 Any recommendations or suggestions relating
to the use of any goods supplied by The Mill are given in good
faith but it is for the Customer to satisfy itself of the
suitability of the goods for its own particular purpose.
Accordingly unless otherwise expressly agreed in writing and
notwithstanding and without limiting condition 7.1,The Mill gives
no warranty as to the fitness of the goods for any particular
purpose even though that purpose may be specified in the Customer's
order and any implied warranty or condition (statutory or
otherwise) to that effect is excluded.
7.5 In the case of goods or component parts of
goods supplied by The Mill but not of The Mill's manufacture, The
Mill shall be entitled to assign to the Customer its rights against
its supplier and such rights shall be taken in extinction of and in
substitution for any rights which the Customer would otherwise have
had against The Mill.
INTELLECTUAL PROPERTY AND DATA PROTECTION
8.1 The Customer shall indemnify The Mill from
and against all actions, claims, costs, charges, expenses and
proceedings arising from or incurred by reason of any defamatory or
libellous matter or any infringement or alleged infringement of any
patent, trademark, copyright, registered design or design copyright
or other exclusive right including any moral right claim or any
other title of any third party in respect of any work carried out
for the Customer by The Mill.
8.2 Each of The Mill and the Customer
acknowledge and agree that copyright in underlying materials
processed by The Mill in the performance of its services and/or
embodied in materials produced by The Mill may be owned by third
parties and that the use by the Customer of all materials processed
and/or produced by The Mill shall be subject always to the Customer
obtaining any and all necessary licences and consents from the
relevant underlying rights owner(s). The Customer hereby grants to
The Mill a perpetual and royalty free licence to use all materials
processed and/or produced by The Mill on the Customer's behalf to
promote The Mill's business and in connection with appropriate
industry awards.
8.3 Without limitation to the rights of The
Mill at law, the Customer acknowledges and agrees that if, in the
course of fulfilling the Customer's order and/or processing or
producing materials on behalf of the Customer, The Mill discovers
or devises any techniques or know how, all rights of every kind in
and to such techniques and know how, shall vest absolutely in The
Mill.
8.4 The Mill is an authorised data controller
for the purposes of the Data Protection Act 1998 (the "Act") under
registration number Z54390974.
8.5 The Customer acknowledges that in the
course of its dealings with The Mill, The Mill may acquire personal
data which relates to the Customer and/or any of its officers,
employees or contractors and the Customer hereby consents to The
Mill, in accordance with its authorisation and the Act, collecting,
storing, processing and transferring to third parties such personal
data. The Customer further consents to the sale or transfer by The
Mill of such personal data in connection with an assignment or
transfer of any of its assets and its disclosure in compliance with
any rule of law or order of competent authority.
8.6 The Customer's consents pursuant to this
condition 8 are given by it for itself and on behalf of (if any)
its officers, employees and contractors and the Customer hereby
warrants to The Mill that it has the authority to give such consent
on behalf of those persons.
8.7 Further details of The Mill's Data
Protection Register registration and its policy in relation to
personal data can be viewed at www.mill.co.uk. That policy shall
apply to personal data acquired by The Mill in its dealings with
the Customer save to the extent otherwise provided in these
conditions.
CUSTOMER'S MATERIALS
9.1 Where the Customer supplies any materials
to The Mill or where any materials or goods which are the property
of the Customer are otherwise left in The Mill's possession:-
9.1.1 notwithstanding the terms of condition
7.1. above, The Mill shall be under no liability in respect of any
loss or damage or otherwise arising as a result of damage to or the
loss or destruction of such materials or goods;
9.1.2 without limiting the terms of condition
7.3 above, the Customer shall insure all such materials or goods to
their full value against all risks; and
9.1.3 the Customer shall remove all such
materials or goods within six months of the date of issue of The
Mill's invoice relating to such materials or goods in respect of
which the materials have been utilised and in default, The Mill
shall be entitled to return all such materials or goods to the
Customer and to charge the Customer for any costs and expenses
incurred by The Mill in so delivering such materials or goods.
Until the removal or return of the materials or goods, The Mill
shall be entitled to store the materials and goods and to charge
the Customer the reasonable costs of so doing and to tender its
account for such charges under condition 5. In the event that The
Mill does not so return such materials or goods, The Mill shall be
under no liability whatsoever for any loss or damage to such
materials or goods whilst they are in the possession of The Mill
and the Customer is advised to maintain insurance to the full value
of such materials or goods against all risks.
9.2 Where materials are supplied or specific
instructions are given by the Customer, The Mill accepts no
liability for any reduction in the quality of The Mill's services
caused by defects in or the unsuitability of such materials so
supplied or by The Mill's adherence to such specific
instructions.
RISK AND TITLE
10.1 Risk shall pass to the Customer so that
the Customer is responsible for all loss, damage or deterioration
to the goods the subject of the contract:-
10.1.1 if The Mill delivers the goods by its
own transport or, in accordance with a specific contractual
obligation, arranges transport for the goods at the time when the
goods or a relevant part thereof arrive at the place of delivery;
or
10.1.2 in all other circumstances, at the time
when the goods or a relevant part thereof leave the premises of The
Mill, or
10.1.3 if risk otherwise passes in accordance
with the conditions hereof.
10.2 Title to the goods the subject of the
contract or any relevant part thereof shall only pass to the
Customer upon the Customer paying to The Mill all sums due and
payable by it to The Mill under the contract and all other prior
contracts between The Mill and the Customer;
10.3 The Mill may recover goods in respect of
which title has not passed to the Customer at any time
10.4 Until title to the goods has passed to the
Customer pursuant to the terms hereof:
10.4.1 it shall possess the goods as a bailee
of The Mill on the terms of these conditions;
10.4.2 if The Mill so requires the Customer
shall store the goods separately from other goods and shall ensure
that they are clearly identifiable as belonging to The Mill;
10.4.3 the Customer shall be entitled to
re-sell or use the goods in the ordinary course of its business but
shall account to The Mill in respect of the proceeds of sale or
otherwise of such goods;
10.4.4 the Customer shall maintain records of
the persons to whom it sells or disposes of the goods and of the
payments made by such persons for such goods and will allow The
Mill to inspect those records on request; and
10.4.5 The Mill shall be entitled to trace the
proceeds of sale or otherwise of the goods.
10.5 The Customer hereby irrevocably authorises
The Mill, its officers, employees and agents to enter upon any
premises of the Customer for the purpose of repossessing any goods
in respect of which title has not passed to the Customer and/or to
ensure that the provisions of this condition 10 are being complied
with.
CUSTOMER INPUT AND ACCESS TO/USE OF THE MILL'S PREMISES
AND EQUIPMENT
11.1 The Customer shall be solely responsible
for ensuring that all information, advice and recommendations given
to The Mill either directly or indirectly by the Customer or by the
Customer's agents, servants, consultants or advisers are accurate,
correct and suitable. Examination or consideration by The Mill of
such information advice or recommendations shall in no way limit
the Customer's responsibility hereunder unless The Mill
specifically agrees in writing to accept responsibility.
11.2 The Customer hereby undertakes to The Mill
to ensure that all of its personnel (to include all employees and
agents of the Customer) that shall at any time have access to any
premises occupied by The Mill or at which any of The Mill's
equipment shall be kept all such persons shall at all times:
11.2.1 observe all rules and regulations in
force at the applicable premises to include health and safety
regulations and any rules governing the use of equipment and/or
facilities at the applicable premises;
11.2.2 keep confidential and not divulge or
communicate or make any use of any confidential information (being
any and all information which relates to and/or concerns the
business or activities of The Mill and/or any customer of The Mill)
which the applicable person shall become aware of as a result of
being present at the applicable premises.
11.3 The Customer shall indemnify The Mill from
and against all actions, claims, costs, charges, expenses and
proceedings arising from or incurred by reason of any breach or non
observance of any provision of condition
11.2 by any of the Customer's personnel.
INSOLVENCY
12. If the Customer shall become bankrupt or
under the provisions of Section 123 of the Insolvency Act 1986
shall be deemed to be unable to pay its debts or compounds with its
creditors or in the event of a resolution being passed or
proceedings commenced for the administration or liquidation of the
Customer (other than for a voluntary winding up for the purpose of
reconstruction or amalgamation) or if a Receiver or Manager or
Administrative Receiver is appointed of all or any part of its
assets or undertaking, The Mill shall be entitled to cancel the
contract in whole or in part by notice in writing without prejudice
to any right or remedy accrued or accruing to The Mill.
FORCE MAJEURE
13. In the event of the performance of any
obligation accepted by The Mill being prevented, delayed, or in any
way interfered with by any act of government, war, industrial
dispute, strike, breakdown of machinery or equipment, accident,
fire or by any other cause beyond The Mill's control, The Mill may
at its option suspend performance or cancel its obligations under
the contract without liability for any damage or consequential loss
resulting there from, such suspension or cancellation being without
prejudice to The Mill's right to recover all sums owing to it
in respect of goods delivered and costs incurred up to the date of
the suspension or cancellation.
SUB-CONTRACTORS
14. The Mill shall be entitled to appoint one
or more sub-contractors to carry out all or any of its obligations
under any contract between The Mill and the Customer.
GENERAL
15.1 The Customer shall observe the provisions
and requirements of all applicable trade union agreements and shall
indemnify The Mill against any costs, expenses or loss incurred by
it as a result of any failure by the Customer to do so.
15.2 Where appropriate and required by The Mill
(but not otherwise), screen credits shall be given to The Mill and
nominated individuals for all goods, services or facilities
supplied by The Mill.
15.3 Headings used in these conditions are
purely for ease of reference and do not form any part of or affect
the interpretation of these conditions.
15.4 Nothing in these conditions shall operate
to relieve The Mill from any liability for any fraudulent
misrepresentation made to the Customer at any time.
15.5 If any provision of this contract as
applied to either party or to any circumstance shall be adjudged by
a court to be void or unenforceable, the same shall in no way
affect any other provision of this contract or the validity or
enforceability of this contract generally.
15.6 References to The Mill shall, as the
context permits, include its licensees, sub contractors and
assigns.
15.7 References to goods shall include any and
all forms of audio and audio visual material processed and/or
produced by The Mill on the Customer's behalf such as
advertisements.
15.8 The words "include" and "including" shall
not be construed restrictively.
LEGAL
16. The contract shall be governed and
interpreted exclusively according to the Law of England and shall
be subject to the jurisdiction of the English Courts only.
New York Conditions of Business
DEFINITIONS
1. In these conditions "The Mill" means The Mill
Group Inc. of 451 Broadway, 5th & 6th Floors, New York,
NY 10013 upon whose document these conditions are
endorsed. "The Customer" means the person, firm, company or
other body to whom such document is addressed.
FORMATION OF CONTRACT
2.1 All goods, services or facilities are
offered and all contracts are entered into subject to the following
conditions of business. THERE ARE NO TERMS, CONDITIONS OR
WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR ANY PURPOSE OR
OTHERWISE, WHICH EXTEND BEYOND THE EXPRESS TERMS, CONDITIONS AND
WARRANTIES ACCEPTED BY THE MILL IN WRITING. All other terms,
conditions or warranties whatsoever are to the maximum extent
permitted by law excluded from the contract or any variation
thereof unless expressly accepted by The Mill in writing. No
employee or agent of The Mill has the power to vary these
conditions orally or to make any statement or representation about
the goods, services or facilities offered, their fitness for any
purpose or any other matter whatsoever.
2.2 These conditions shall be incorporated into
any contract between The Mill and the Customer to the exclusion of
any terms or conditions stipulated or referred to by the
Customer. Any dealings with The Mill following receipt by the
Customer of notice of these conditions shall automatically be
deemed acceptance thereof notwithstanding the absence of formal
acknowledgement.
2.3 Unless otherwise expressly stated in
writing, all quotations and estimates supplied by The Mill are
invitations to make an offer. The Customer's order is an
offer and shall become binding upon acceptance by The Mill.
PRICES
3.1 All prices quoted are exclusive of
applicable sales taxes. The Mill shall further be entitled to
make an adjustment to the quoted price in the event that:-
3.1.1 additional costs are incurred by The Mill
due to materials supplied by the Customer being in the opinion of
The Mill of unsuitable quality for normal processing; or
3.1.2 the information supplied by the Customer
in connection with its order does not provide a full and accurate
indication of the work involved; or
3.1.3 additional costs are incurred by The Mill
due to alterations by the Customer in its requirements; or
3.1.4 Additional costs are incurred by The Mill
due to exceptional circumstances outside the control of The Mill
including without limitation, currency fluctuations and changes in
transport costs.
PERFORMANCE AND DELIVERY
4.1 Unless otherwise agreed in writing, all
times quoted for performance or delivery are given in good faith
but are not guaranteed. The Customer shall have no right to damages
or to terminate the contract or cancel the order for failure to
meet any performance or delivery time stated including but not
limited to failure arising out of the negligence of The Mill.
4.2 Notwithstanding that the parties may have
agreed that time is of the essence, the time for performance or
delivery shall in every case be dependent upon prompt receipt of
all necessary information, final instructions or approvals from the
Customer. The Mill shall not be liable to the Customer for
any delay in performance or delivery which may result from the
Customer's alteration of or failure to timely communicate its
requirements or specifications. Under such circumstances, The
Mill may either proceed to perform in any reasonable manner or
treat the Customer's failure to provide the necessary information
or instructions as a breach.
4.3 The Mill may at any time withhold delivery
of goods pending payment of any sum due from the Customer to The
Mill under any contract between the Customer and The Mill.
4.4 Any packaging supplied by The Mill unless
otherwise expressly agreed is intended to provide adequate
protection throughout normal conditions of delivery of usual
duration.
4.5 If the Customer fails to take delivery on
the agreed delivery date or, if no specific delivery date has been
agreed, when the goods are ready for dispatch, The Mill shall be
entitled to store the goods and to charge the Customer the
reasonable costs of so doing and to tender its accounting for
storage costs under condition 5. Notwithstanding the terms of
condition 7.1 below, The Mill shall be under no liability in
respect of any loss or damage or otherwise arising as a result of
damage to or the loss or destruction of such goods.
TERMS OF PAYMENT
5.1 Subject to condition 5.2 and unless
otherwise agreed by The Mill in writing, all invoices rendered by
The Mill are payable within 28 days of the dates thereof.
5.2 The Mill expressly reserves the right at its
sole option to require payment by installments during the
performance of the contract and/or payment of all amounts owing to
The Mill immediately prior to delivery.
5.3 The Customer shall pay all amounts owing to
The Mill in full and shall not exercise any rights of set off or
counterclaim against invoices submitted.
5.4 In the event of default in payment by the
Customer, The Mill shall be entitled to exercise any right or
remedy available to it under any applicable law, including, without
limitation, to suspend any further performance of or deliveries
under any contract or contracts between The Mill and the Customer
without notice and to charge interest on any amount outstanding at
the rate of 4% above the base rate of Bank of Scotland from time to
time, from the due date of payment to the actual date of
payment.
CANCELLATION
6.1 Any contract between The Mill and the
Customer may only be cancelled or varied with the written consent
of The Mill and upon the terms of these conditions. The
giving of The Mill's consent shall not in any way prejudice The
Mill's right to recover from the Customer full compensation for any
loss or expense arising from such cancellation or variation.
6.2 Without prejudice to any other rights or
remedies available to The Mill, if notice of cancellation of a
booking is received by The Mill less than 24 hours prior to the
date for performance of the contract, The Mill shall be entitled to
charge such booking in full under The Mill's rate card current at
the date of such cancellation. If such a notice of
cancellation is received less than five working days but more than
24 hours prior to the date for performance of the contract, The
Mill shall be entitled, without prejudice to any other rights or
remedies available to it, to charge such booking at one half of the
full rate under The Mill's rate card current at the date of such
cancellation.
LIABILITY
7.1 To the maximum extent permitted by law, The
Mill's entire liability for breach of any express warranty or
condition of this contract, or any implied warranties or conditions
implied in this contract (if any), including but not limited to The
Mill's liability for negligence shall (subject to the terms of
conditions 4.5 above and 9.1 below) be limited to the amount
actually paid by the Customer in accordance with this contract and
under no circumstances, therefore, shall The Mill be liable for any
damages whatsoever (including but not limited to damages for
consequential loss, loss of business profits, business interruption
or other pecuniary loss). The Customer hereby agrees with The
Mill that this condition 7.1 is reasonable and necessary in the
circumstances and that having regard to that fact the condition
does not work harshly or unreasonably against the Customer.
7.2 The Customer shall indemnify and hold
harmless The Mill from and against:-
7.2.1 all claims, suits, actions, damages,
costs, expenses or proceedings against The Mill by any person,
including but not limited to the Customer, any client of the
Customer, The Mill's employees, the Customer's employees or the
employees of any contractor employed by the Customer or The Mill or
the personal representatives or dependants of any such employee or
other third party arising out of any act or omission of The Mill in
connection with any Customer contract (including, in the course of
carrying out the specific instructions of the Customer);
7.2.2 all claims, suits, actions, damages,
costs, expenses or proceedings against The Mill arising out of the
acts and/or omissions of the Customer, its officers, directors,
employees, agents or sub-contractors, whether negligent or
otherwise.
7.3 The Customer expressly agrees that it will
at all times maintain and keep effective insurance policies with
reputable insurers and for adequate levels of cover which protect
the Customer against any loss or liability which it may incur or
suffer arising out of this contract. This includes, but is
not limited to, insurance for any damage or loss for which The Mill
is not liable pursuant to the conditions hereof, insurance which
protects the Customer against any accidental loss, damage or
destruction to any master tapes, film negative prints, sound tapes,
video tapes or visual images or sound held in any media whilst in
the possession or control of The Mill. The Mill shall have no
liability for any liability or loss which arises from any failure
by the Customer to maintain and keep effective such
insurances.
7.4 Any recommendations or suggestions relating
to the use of any goods supplied by The Mill are given in good
faith but it is for the Customer to satisfy itself of the
suitability of the goods for its own particular purpose.
Accordingly UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, THE MILL
GIVES NO WARRANTY AS TO MERCHANTABILITY OR THE FITNESS OF THE GOODS
FOR ANY PARTICULAR PURPOSE EVEN THOUGH THAT PURPOSE MAY BE
SPECIFIED IN THE CUSTOMER'S ORDER AND ANY IMPLIED WARRANTY OR
CONDITION (STATUTORY OR OTHERWISE) TO THAT EFFECT IS
EXCLUDED.
7.5 In the case of goods or component parts of
goods supplied by The Mill but not of The Mill's manufacture, The
Mill shall be entitled to assign to the Customer its rights against
its supplier and such rights shall be taken in extinction of and in
substitution for any rights which the Customer would otherwise have
had against The Mill.
7.6 The Mill shall not be liable for any loss or
damage whatsoever caused directly or indirectly by any software,
hardware or equipment used by The Mill or any third party rendering
services to The Mill.
INTELLECTUAL PROPERTY
8. The Customer shall indemnify The Mill from
and against all actions, claims, costs, charges, expenses and
proceedings arising from or incurred by reason of any defamatory or
libellous matter or any infringement or alleged infringement of any
patent, trademark, copyright, registered design or design copyright
or other exclusive right, including without limitation, any moral
right claim or any other title of any third party in respect of any
work carried out for the Customer by The Mill
CUSTOMER'S MATERIALS
9.1 Where the Customer supplies any materials to
The Mill or where any materials or goods which are the property of
the Customer are otherwise left in The Mill's possession:-
9.1.1 notwithstanding the terms of condition
7.1. above, The Mill shall not be liable in respect of any loss or
damage or otherwise arising as a result of damage to or the loss or
destruction of such materials or goods;
9.1.2 the Customer shall insure all such
materials or goods to their full value against all risks;
9.1.3 the Customer shall remove all such
materials or goods within six months of the date of issue of The
Mill's invoice relating to such materials or goods and if the
Customer shall not timely remove such materials or goods, The Mill
shall be entitled to return all such materials or goods
to the Customer and to charge the Customer for any costs and
expenses incurred by The Mill in so delivering such materials or
goods. In the event that The Mill does not so return
such materials or goods, The Mill shall no be liable for any loss
or damage to such materials or goods while they are in the
possession of The Mill and the Customer shall maintain insurance to
the full value of such materials or goods against all risks.
9.2 Where materials are supplied or specific
instructions are given by the Customer, The Mill shall accept no
liability for any delay in delivery or reduction in the quality of
The Mill's services caused by defects in or the unsuitability of
such materials so supplied or by The Mill's adherence to such
specific instructions.
RISK AND TITLE
10.1 Risk shall pass to the Customer so that the
Customer is responsible for all loss, damage or deterioration to
the goods the subject of the contract:-
10.1.1 if The Mill delivers the goods by its own
transport or in accordance with a specific contractual obligation
arranges transport for the goods, at the time when the goods or a
relevant part thereof arrive at the place of delivery; or
10.1.2 in all other circumstances, at the time
when the goods or a relevant part thereof leave the premises of The
Mill; or
10.1.3 if risk otherwise passes in accordance
with the conditions hereof.
10.2 Title to the goods the subject of the
contract or any relevant part thereof shall only pass to the
Customer upon the Customer paying to The Mill all sums due and
payable by it to The Mill under the relevant contract and all other
prior contracts between The Mill and the Customer.
10.3 The Mill may recover goods in respect of
which title has not passed to the Customer at any time and the
Customer hereby irrevocably authorises The Mill, its officers,
employees and agents to enter upon any premises of the Customer for
the purpose of repossessing any goods in respect of which title has
not passed to the Customer.
10.4 Until title to the goods has passed to the
Customer pursuant to the terms hereof, it shall possess the goods
as a bailee of The Mill on the terms of this contract. If the
Mill so requires, the Customer shall store the goods separately
from other goods and shall ensure that they are clearly
identifiable as belonging to The Mill and the Customer hereby
irrevocably authorises The Mill, its officers, employees and agents
to enter upon any premises of the Customer for the purpose of
ensuring that the provisions of this condition are being complied
with.
CUSTOMER INPUT
11. The Customer shall be solely responsible for
ensuring that all information, advice and recommendations given to
The Mill either directly or indirectly by the Customer or by the
Customer's agents, servants, consultants or advisers are accurate,
correct and suitable. Examination or consideration by The
Mill of such information advice or recommendations shall in no way
limit the Customer's responsibility hereunder unless The Mill
specifically agrees in writing to accept responsibility.
INSOLVENCY
12. If the Customer files a petition in
bankruptcy (or a petition in bankruptcy is filed with respect to a
Customer), becomes insolvent, fails to pay its debts as they come
due, makes an assignment for the benefit of its creditors, or if a
receiver or similar agent is appointed with respect to all or any
part of its assets or undertakings (including any similar status,
"insolvent"), The Mill shall be entitled to cancel the contract in
whole or in part by notice in writing without prejudice to any
right or remedy accrued or accruing to The Mill. If The Mill
discovers that the Customer has received goods on credit while
insolvent, The Mill may reclaim the goods upon demand made within
ten days after the receipt. But if the Customer has made made
written misrepresentation of solvency to The Mill within three
months before delivery, the demand and ten days notice limitation
shall not apply.
FORCE MAJEURE
13. In the event of the performance of any
obligation accepted by The Mill being prevented, delayed, or in any
way interfered with by government, war, industrial dispute, strike,
breakdown of machinery or equipment, accident, fire or by any other
cause beyond The Mill's control, The Mill may at its option suspend
performance or cancel its obligations under the contract without
liability for any damage or consequential loss resulting therefrom
such suspension or cancellation being without prejudice to The
Mill's right to recover all sums owing to it in respect of goods
delivered and costs incurred to date.
SUB-CONTRACTORS
14. The Mill shall be entitled to appoint one or
more sub-contractors to carry out all or any of its obligations
under any contract between The Mill and the Customer.
GENERAL
15.1 The Customer shall observe the provisions
and requirements of all applicable trade union agreements and shall
indemnify The Mill against any costs, expenses or loss incurred by
it as a result of any failure by the Customer to do so.
15.2 Where appropriate, screen credits shall be
given for all goods, services or facilities supplied by The
Mill.
15.3 If any provision of this contract as
applied to either party or to any circumstance shall be adjudged by
a court to be void or unenforceable, the same shall in no way
affect any other provision of this contract or the validity or
enforceability of this contract generally.
LEGAL
16. The contract shall be governed and
interpreted exclusively according to the laws of the State of New
York (without regard to its conflict of laws principles) and shall
be subject to the exclusive jurisdiction of the state and federal
courts of that state located in New York County. THE CUSTOMER
HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT
TO ANY CLAIM ARISING OUT OF OR RELATED TO, ANY CONTRACT WITH THE
MILL.
Los Angeles Additional Terms and Conditions
DEFINITIONS
1. In these terms and conditions "The Mill"
means The Mill Group Inc. of 451 Broadway, New York, NY 10013 upon
whose document these terms and conditions are endorsed. "The
Customer" means the person, firm, company or other body to whom
such document is addressed.
FORMATION OF CONTRACT
2.1 All goods, services or facilities are
offered and all contracts are entered into subject to the following
conditions of business. THERE ARE NO TERMS, CONDITIONS OR
WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR ANY PURPOSE OR
OTHERWISE, WHICH EXTEND BEYOND THE EXPRESS TERMS, CONDITIONS AND
WARRANTIES ACCEPTED BY THE MILL IN WRITING. All other terms,
conditions or warranties whatsoever are to the maximum extent
permitted by law excluded from the contract or any variation
thereof unless expressly accepted by The Mill in writing. No
employee or agent of The Mill has the power to vary these terms and
conditions orally or to make any statement or representation about
the goods, services or facilities offered, their fitness for any
purpose or any other matter whatsoever.
2.2 These terms and conditions shall be
incorporated into any contract between The Mill and the Customer to
the exclusion of any terms or conditions stipulated or referred to
by the Customer. Any dealings with The Mill following receipt
by the Customer of notice of these terms and conditions shall
automatically be deemed acceptance thereof notwithstanding the
absence of formal acknowledgement.
2.3 Unless otherwise expressly stated in
writing, all quotations and estimates supplied by The Mill are
invitations to make an offer. The Customer's order is an
offer and shall become binding upon acceptance by The Mill.
PRICES
3.1 All prices quoted are exclusive of
applicable sales taxes, which shall be The Customer's sole
responsiblity. The Mill shall further be entitled to make an
adjustment to the quoted price in the event that:-
3.1.1 additional costs are incurred by The Mill
due to materials supplied by the Customer being in the opinion of
The Mill of unsuitable quality for normal processing; or
3.1.2 the information supplied by the Customer
in connection with its order does not provide a full and accurate
indication of the work involved; or
3.1.3 additional costs are incurred by The Mill
due to alterations by the Customer in its requirements; or
3.1.4 Additional costs are incurred by The Mill
due to exceptional circumstances outside the control of The Mill
including without limitation, currency fluctuations and changes in
transport costs.
PERFORMANCE AND DELIVERY
4.1 Unless otherwise agreed in writing, all
times quoted for performance or delivery are given in good faith
but are not guaranteed. The Customer shall have no right to damages
or to terminate the contract or cancel the order for failure to
meet any performance or delivery time stated including but not
limited to failure arising out of the negligence of The Mill.
4.2 Notwithstanding that the parties may have
agreed that time is of the essence, the time for performance or
delivery shall in every case be dependent upon prompt receipt of
all necessary information, final instructions or approvals from the
Customer. The Mill shall not be liable to the Customer for
any delay in performance or delivery which may result from the
Customer's alteration of or failure to timely communicate its
requirements or specifications. Under such circumstances, The
Mill may either proceed to perform in any reasonable manner or
treat the Customer's failure to provide the necessary information
or instructions as a breach.
4.3 The Mill may at any time withhold delivery
of goods pending payment of any sum due from the Customer to The
Mill under any contract between the Customer and The Mill.
4.4 Any packaging supplied by The Mill unless
otherwise expressly agreed is intended to provide adequate
protection throughout normal conditions of delivery of usual
duration.
4.5 If the Customer fails to take delivery on
the agreed delivery date or, if no specific delivery date has been
agreed, when the goods are ready for dispatch, The Mill shall be
entitled to store the goods and to charge the Customer the
reasonable costs of so doing and to tender its accounting for
storage costs under condition 5. Notwithstanding the terms of
condition 7.1 below, The Mill shall be under no liability in
respect of any loss or damage or otherwise arising as a result of
damage to or the loss or destruction of such goods.
TERMS OF PAYMENT
5.1 Subject to condition 5.2 and unless
otherwise agreed by The Mill in writing, all invoices rendered by
The Mill are payable within 28 days of the dates thereof.
5.2 The Mill expressly reserves the right at its
sole option to require payment by installments during the
performance of the contract and/or payment of all amounts owing to
The Mill immediately prior to delivery.
5.3 The Customer shall pay all amounts owing to
The Mill in full and shall not exercise any rights of set off or
counterclaim against invoices submitted.
5.4 In the event of default in payment by the
Customer, The Mill shall be entitled to exercise any right or
remedy available to it under any applicable law, including, without
limitation, to suspend any further performance of or deliveries
under any contract or contracts between The Mill and the Customer
without notice and to charge interest on any amount outstanding at
the rate calculated at the rate of four percent (4%) above the
Prime Rate published from time to time in the Wall Street Journal,
but not less than ten percent (10%), from the due date of payment
to the actual date of payment. Under no circumstances,
however, shall interest exceed the highest legal rate. If
such rate shall involve the payment of interest in excess of that
authorized by law, the obligation to be fulfilled shall be reduced
to the limit so authorized by law, and if from any circumstances,
The Mill shall ever receive as interest any amount which would
exceed the highest lawful rate applicable to the Customer, such
amount which would be excessive interest shall be applied to the
reduction of the unpaid principal balance of the obligation
evidenced hereby and not to the payment of interest.
CANCELLATION
6.1 Any contract between The Mill and the
Customer may only be cancelled or varied with the written consent
of The Mill and upon the terms of these terms and conditions.
The giving of The Mill's consent shall not in any way prejudice The
Mill's right to recover from the Customer full compensation for any
loss or expense arising from such cancellation or variation.
6.2 Without prejudice to any other rights or
remedies available to The Mill, if notice of cancellation of a
booking is received by The Mill less than 24 hours prior to the
date for performance of the contract, The Mill shall be entitled to
charge such booking in full under The Mill's rate card current at
the date of such cancellation. If such a notice of
cancellation is received less than five working days but more than
24 hours prior to the date for performance of the contract, The
Mill shall be entitled, without prejudice to any other rights or
remedies available to it, to charge such booking at one half of the
full rate under The Mill's rate card current at the date of such
cancellation.
The Customer acknowledges that if it cancels a booking within the
foregoing time frames, The Mill's costs and damages will be
difficult to ascertain. The Customer agrees that the charges
outlined above represent a fair and reasonable estimate of the
costs and damages that The Mill will incur by reason of any such
cancellation.
LIABILITY
7.1 To the maximum extent permitted by law, The
Mill's entire liability for breach of any express warranty or
condition of this contract, or any implied warranties or conditions
implied in this contract (if any), including but not limited to The
Mill's liability for negligence shall (subject to the terms of
conditions 4.5 above and 9.1 below) be limited to the amount
actually paid by the Customer in accordance with this contract and
under no circumstances, therefore, shall The Mill be liable for any
damages whatsoever (including but not limited to damages for
consequential loss, loss of business profits, business interruption
or other pecuniary loss). The Customer hereby agrees with The
Mill that this condition 7.1 is reasonable and necessary in the
circumstances and that having regard to that fact the condition
does not work harshly or unreasonably against the Customer.
7.2 The Customer shall indemnify, defend and
hold harmless The Mill from and against, with
counsel reasonably acceptable to The Mill:-
7.2.1 all claims, suits, actions, damages,
costs, expenses or proceedings against The Mill by any person,
including but not limited to the Customer, any client of the
Customer, The Mill's employees, the Customer's employees or the
employees of any contractor employed by the Customer or The Mill or
the personal representatives or dependants of any such employee or
other third party arising out of any act or omission of The Mill in
connection with any Customer contract (including, in the course of
carrying out the specific instructions of the Customer);
7.2.2 all claims, suits, actions, damages,
costs, expenses or proceedings against The Mill arising out of the
acts and/or omissions of the Customer, its officers, directors,
employees, agents or sub-contractors, whether negligent or
otherwise.
7.3 The Customer expressly agrees that it will
at all times maintain and keep effective insurance policies with
reputable insurers and for adequate levels of cover which protect
the Customer against any loss or liability which it may incur or
suffer arising out of this contract. This includes, but is
not limited to, insurance for any damage or loss for which The Mill
is not liable pursuant to the conditions hereof, insurance which
protects the Customer against any accidental loss, damage or
destruction to any master tapes, film negative prints, sound tapes,
video tapes or visual images or sound held in any media whilst in
the possession or control of The Mill. The Mill shall have no
liability for any liability or loss which arises from any failure
by the Customer to maintain and keep effective such
insurances. The Mill shall not be required to carry any
insurance covering the Customer or its property.
7.4 Any recommendations or suggestions relating
to the use of any goods supplied by The Mill are given in good
faith but it is for the Customer to satisfy itself of the
suitability of the goods for its own particular purpose.
Accordingly UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING, THERE ARE
NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE
HEREOF, AND THE MILL GIVES NO WARRANTY AS TO MERCHANTABILITY OR THE
FITNESS OF THE GOODS FOR ANY PARTICULAR PURPOSE EVEN THOUGH THAT
PURPOSE MAY BE SPECIFIED IN THE CUSTOMER'S ORDER AND ANY IMPLIED
WARRANTY OR CONDITION (STATUTORY OR OTHERWISE) TO THAT EFFECT IS
EXCLUDED.
7.5 In the case of goods or component parts of
goods supplied by The Mill but not of The Mill's manufacture, The
Mill shall be entitled to assign to the Customer its rights against
its supplier and such rights shall be taken in extinction of and in
substitution for any rights which the Customer would otherwise have
had against The Mill.
7.6 The Mill shall not be liable for any loss or
damage whatsoever caused directly or indirectly by any software,
hardware or equipment used by The Mill or any third party rendering
services to The Mill.
INTELLECTUAL PROPERTY
8. The Customer shall indemnify, defend and hold
harmless The Mill from and against, with counsel reasonably
acceptable to The Mill, all claims, suits, actions, damages, costs,
expenses or proceedings against The Mill arising from or incurred
by reason of any defamatory or libellous matter or any infringement
or alleged infringement of any patent, trademark, copyright,
registered design or design copyright or other exclusive right,
including without limitation, any moral right claim or any other
title of any third party in respect of any work carried out for the
Customer by The Mill.
CUSTOMER'S MATERIALS
9.1 Where the Customer supplies any materials to
The Mill or where any materials or goods which are the property of
the Customer are otherwise left in The Mill's possession:-
9.1.1 notwithstanding the terms of condition
7.1. above, The Mill shall not be liable in respect of any loss or
damage or otherwise arising as a result of damage to or the loss or
destruction of such materials or goods;
9.1.2 the Customer shall insure all such
materials or goods to their full value against all risks;
9.1.3 the Customer shall remove all such
materials or goods within six months of the date of issue of The
Mill's invoice relating to such materials or goods and if the
Customer shall not timely remove such materials or goods, The Mill
shall be entitled to return all such materials or goods
to the Customer and to charge the Customer for any costs and
expenses incurred by The Mill in so delivering such materials or
goods. In the event that The Mill does not so return
such materials or goods, The Mill shall no be liable for any loss
or damage to such materials or goods while they are in the
possession of The Mill and the Customer shall maintain insurance to
the full value of such materials or goods against all risks.
9.2 Where materials are supplied or specific
instructions are given by the Customer, The Mill shall accept no
liability for any delay in delivery or reduction in the quality of
The Mill's services caused by defects in or the unsuitability of
such materials so supplied or by The Mill's adherence to such
specific instructions.
RISK AND TITLE
10.1 Risk shall pass to the Customer so that the
Customer is responsible for all loss, damage or deterioration to
the goods the subject of the contract:-
10.1.1 if The Mill delivers the goods by its own
transport or in accordance with a specific contractual obligation
arranges transport for the goods, at the time when the goods or a
relevant part thereof arrive at the place of delivery; or
10.1.2 in all other circumstances, at the time
when the goods or a relevant part thereof leave the premises of The
Mill; or
10.1.3 if risk otherwise passes in accordance
with the conditions hereof.
10.2 Title to the goods the subject of the
contract or any relevant part thereof shall only pass to the
Customer upon the Customer paying to The Mill all sums due and
payable by it to The Mill under the relevant contract and all other
prior contracts between The Mill and the Customer.
10.3 The Mill may recover goods in respect of
which title has not passed to the Customer at any time and the
Customer hereby irrevocably authorises The Mill, its officers,
employees and agents to enter upon any premises of the Customer for
the purpose of repossessing any goods in respect of which title has
not passed to the Customer.
10.4 Until title to the goods has passed to the
Customer pursuant to the terms hereof, it shall possess the goods
as a bailee of The Mill on the terms of this contract. If the
Mill so requires, the Customer shall store the goods separately
from other goods and shall ensure that they are clearly
identifiable as belonging to The Mill and the Customer hereby
irrevocably authorises The Mill, its officers, employees and agents
to enter upon any premises of the Customer for the purpose of
ensuring that the provisions of this condition are being complied
with.
CUSTOMER INPUT
11. The Customer shall be solely responsible for
ensuring that all information, advice and recommendations given to
The Mill either directly or indirectly by the Customer or by the
Customer's agents, servants, consultants or advisers are accurate,
correct and suitable. Examination or consideration by The
Mill of such information advice or recommendations shall in no way
limit the Customer's responsibility hereunder unless The Mill
specifically agrees in writing to accept responsibility.
INSOLVENCY
12. If the Customer files a petition in
bankruptcy (or a petition in bankruptcy is filed with respect to a
Customer), becomes insolvent, fails to pay its debts as they come
due, makes an assignment for the benefit of its creditors, or if a
receiver or similar agent is appointed with respect to all or any
part of its assets or undertakings (including any similar status,
"insolvent"), The Mill shall be entitled to cancel the contract in
whole or in part by notice in writing without prejudice to any
right or remedy accrued or accruing to The Mill. If The Mill
discovers that the Customer has received goods on credit while
insolvent, The Mill may reclaim the goods upon demand made within
ten days after the receipt. But if the Customer has made
written misrepresentation of solvency to The Mill within three
months before delivery, the demand and ten days notice limitation
shall not apply.
FORCE MAJEURE
13. In the event of the performance of any
obligation accepted by The Mill being prevented, delayed, or in any
way interfered with by government, war, industrial dispute, strike,
breakdown of machinery or equipment, accident, fire or by any other
cause beyond The Mill's control, The Mill may at its option suspend
performance or cancel its obligations under the contract without
liability for any damage or consequential loss resulting therefrom
such suspension or cancellation being without prejudice to The
Mill's right to recover all sums owing to it in respect of goods
delivered and costs incurred to date.
SUB-CONTRACTORS
14. The Mill shall be entitled to appoint one or
more sub-contractors to carry out all or any of its obligations
under any contract between The Mill and the Customer.
GENERAL
15.1 The Customer shall observe the provisions
and requirements of all applicable trade union agreements, and
shall indemnify, defend and hold harmless The Mill from and
against, with counsel reasonably acceptable to The Mill, all
claims, suits, actions, damages, costs, expenses or proceedings
against The Mill, as a result of any failure by the Customer to do
so.
15.2 Where appropriate, screen credits shall be
given for all goods, services or facilities supplied by The
Mill.
15.3 If any provision of this contract as
applied to either party or to any circumstance shall be adjudged by
a court to be void or unenforceable, the same shall in no way
affect any other provision of this contract or the validity or
enforceability of this contract generally.
LEGAL
16. The contract shall be governed and
interpreted exclusively according to the laws of the State of
California (without regard to its conflict of laws principles). Any
controversy or claim arising out of or relating to this contract,
or the breach thereof, shall be settled by arbitration administered
by the American Arbitration Association in accordance with its
Commercial Arbitration Rules, and judgment on the award rendered by
the arbitrator(s) shall be final, binding and non-appealable, and
may be entered in any court having jurisdiction
thereof. Any such arbitration shall occur in the
City of Los Angeles. All arbitrator(s) selected in accordance
with the Commercial Arbitration Rules shall be retired
judges. In the event of a dispute between the parties hereto
arising out of the terms, conditions and obligations imposed by
this contract, the prevailing party shall be entitled to recover
reasonable attorneys' fees, costs and expenses incurred in
connection therewith.
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