Pre-Effective Amendment to Registration of Securities of a Small-Business Issuer — Form SB-2 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: SB-2/A Platinum Studios LLC Formsb-2/A HTML 1.19M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 91K
3: EX-5.1 Opinion re: Legality HTML 13K
12: EX-10.10 Material Contract HTML 47K
13: EX-10.11 Material Contract HTML 144K
14: EX-10.12 Material Contract HTML 20K
15: EX-10.13 Material Contract HTML 257K
16: EX-10.14 Material Contract HTML 589K
17: EX-10.15 Material Contract HTML 37K
18: EX-10.16 Material Contract HTML 97K
4: EX-10.2 Material Contract HTML 49K
5: EX-10.3 Material Contract HTML 35K
6: EX-10.4 Material Contract HTML 52K
7: EX-10.6 Material Contract HTML 96K
8: EX-10.7 Material Contract HTML 8K
9: EX-10.7 Exhibit 10.7 PDF Version -- ex107 PDF 3.03M
10: EX-10.8 Material Contract HTML 578K
11: EX-10.9 Material Contract HTML 179K
19: EX-23.1 Consent of Experts or Counsel HTML 9K
Below
is
our understanding of the terms of sale between Diamond Comic Distributors,
Inc.
and your company. If you are in agreement with these terms, we ask
that you pleas sign in the space provided at the bottom of this form, and return
this form to us at your earliest convenience. If for any reason you
disagree with any part of the information contained on this form, please contact
your Brand Manager at (410) 560-7100 for clarification, or draft what you
believe your terms to be, and either return your draft with this form to the
address above or fax them both to (410) 560-7589.
If
information above is incorrect please type or print correct information
below.
Company
Name:
Address:
City:
State:
Zip
Code:
Country:
Contact:
Title:
Phone
Number:
The
Internal Revenue Code requires the
filing of Form 1099 for payment of services performed by all non-corporate
entities and law firms. Further, the Code requires backup withholding
on all reportable 1099 payments unless your taxpayer identification number
is
provided. To avoid this withholding on future payments to you, please
complete item #1 or item #2 below, sign the completed form, and return it
promptly to our Accounts Payable Department via mail or you may fax it to (410)
560-7145.
1)
ð This
company is a corporation – Form 1099 should not be filed (Except for law
firms.
Federal
Employer Identification Number:
2)
ð
This company
is not a corporation – Form 1099 should not be
filed
Federal
Employer Identification Number or Social Security
Number
Please
check the nature of your
organization
ð
Individual
ð
Government
Agency
ð
Partnership
ð
Tax
Exempt
ð
Other
ð
LLC (If
LLC, what type of entity is this for tax purposes?)
Diamond
Comic Distributors, Inc.’s Purchase Oder Terms are to be maintained by Vendor in
its permanent file and all orders placed by Diamond Comic Distributors, Inc.
with Vendor shall be accepted by Vender under the terms and conditions of this
document. These Purchase Order Terms supersede all prior written or
oral agreements.
Diamond
Comic Distributors, Inc. (“DCD”)shall place all orders with Vendor by any number
of means including, but not limited to, mail courier, facsimile transmission
or
other electronic means, and all such orders shall be construed as being subject
to this document.
Vendor
shall e deemed to have accepted Diamond’s Purchase Order under the terms and
conditions stated herein unless Vendor notifies the DCD Order Processing
Department in writing within five (5) days of the receipt of the Purchase
Order. Upon notification DCD will either cancel the existing Purchase
Order and decide whether to place a new Purchase Order, or accept the product
on
a returnable basis subject to fees and conditions outlined below.
If
the
product and or invoice is received with a different retail price, terms, or
other documentation than stated on the Purchase Order, DCD may accept the most
favorable terms and/or pay the lower of the two prices and all products will
be
fully returnable.
In
the
event that DCD accepts products on a returnable basis, DCD reserves
their right, at its sole discretions, to withhold payment for such products,
for
up to 120 days from receipt of goods, and impose on Vendor a processing fee
of
$100.
Vendor
shall include a packing list with each shipment to include title, DCD item
code,
quantity shipped and DCD’s purchase order number.
Upon
shipment of product, an invoice must be sent to:
(Invoices
should not be included with shipments, as this will result in delay
of
payment.)
3
Notwithstanding
orders for Themed Products (as hereinafter defined), any Purchase Order for
a
product which Diamond is ordering for the first time (“Initial Oder”) shall be
valid for a period of thirty (30) days after the Vendor solicited ship month,
after which date the Purchase Order shall void and no further force or
effect.
If
a
Purchase Order is placed after the Initial Order for the same product
(“Reorder”) the Reorder must ship within fourteen (14) days of the Initial Order
shipment, or within fourteen (14) days of the order date printed on the Reorder,
whichever date is later. Any such reorders that do not ship within
the above described time frame will be cancelled , or if indicated by DCD in
writing, accepted on a fully returnable basis.
DCD
requires that any and all items are related to holidays or other media events
(“Themed Products”) must ship at least twenty one (21) days prior to said
holiday or event. Any such Themed Product that do not ship within the
above described time frame will be canceled, or if indicated by DCD in writing
accepted on a fully returnable basis.
In
the
event Vendor ships product to DCD which has not been ordered by DCD, Vendor
assumes all risks for the product. DCD shall be under no obligation
to receive , store , secure, inventory, or return such unsolicited product
to
Vendor. DCD shall not be obligated to make any payment to such unsolicited
product under any circumstances.
By
accepting DCD’s Purchase Order, Vendor hereby warrants to DCD that (i) it owns
all rights to market and sell the products to DCD as described in the Purchase
order; (ii) said products will be of good and salable quality; and are free
of
all liens, claims and encumbrances; (iii) said products conform to affirmations
of fact made by Seller in its solicitations, catalogs and product descriptions;
and (iv) said products are adequately contained, packed and labeled in
compliance with law and conform to the promises and affirmations f fact made
to
the container and label. Vendor further agrees to indemnify and hold
DCD, its agents, affiliates and subsidiaries (collectively “DCD”) harmless, from
and against any loss damage or expense suffered by DCD, including reasonable
attorneys’ fees and costs, by reason of breach by Vendor of the
warranties contained herein or any act or omission of Vendor or allegation
of
trademark, copyright or patent infringements, defect in material, workmanship
or
design, personal injury, property damage , unfair competition, obscenity, libel
or other invaded right, either alone or in combination, and any settlement,
judgment or payment with respect to any claim, lawsuit or cause of action
against DCD as a result thereof. In addition to and not in limitation
of any rights DCD may have under this paragraph by law or statute, in the event
a claim or allegation is made against DCD regarding any of the above or if
Vendor breaches the warranties contained herein, DCD shall have the right,
in
its sole discretion, or either receive quantities DCD ordered, cancel the
Purchase Order without further obligation on its part, or return the products’
to the Vendor for a full refund. Vendor shall reimburse DCD for all
costs incurred due to the above.
Shipments
of product shall be delivered F.O.B to the location(s) designated on the
Purchase Order, unless other arrangements have been agreed to by DCD, in
writing.
Shipments
from International Vendors must be shipped “deliver duty paid
(DDP)”.
4
The
Purchase Order shall be governed by the laws of the State of Maryland, excepting
the conflict of laws rules of the State. In the event of any litigation arising
out of the Purchase Order, Vendor hereby agrees that jurisdiction and venue
shall rest exclusively within the courts of the State of Maryland, including
the
United States District Court for the District of Maryland.
If
any
term or provision of these Purchase Order Terms are held by a court to be
invalid, void, or unenforceable, the remainder of the terms and provisions
of
these Purchase Order Terms shall remain in full force and effect and shall
in no
way be affected, impaired or invalidated.
Vendor
shall not assign or transfer the Purchase Order or any part thereof or any
right
here/thereunder without DCD’s prior written consent.
These
Purchase Order Terms are intended by the parties to be a final, exclusive and
complete statement of the terms of their agreement, and acceptance is expressly
limited to the terms stated herein. Neither trade usage nor any terms
and conditions that may be contained in any acknowledgment, invoice or other
documentation of Vendor, nor course of prior dealing between the parties shall
be relevant to supplemented or explain any terms used in the Purchase
Order. Should Vendor have any questions as to the meaning of any
terminology or phrasing used in these Purchase Order Terms, Vendor
shall get clarification from DCD. DCD’s Purchase Order Terms shall
constitute the entire agreement between the parties and may not be modified
or
rescinded except by a writing signed by both parties.
Accepted
By:
Bill
Schames
Brian
K Altounian/President/COO
Diamond
Comic Distributors Inc.
Name/Title
Vice
Presiden, Purchasing
Platinum
Studios, Inc.
Title
Company
8/31/07
8/30/07
Date
Date
My
signature indicates that I have read Diamond’s three (3) page “PURCHASE ORDER
TERMS” ( POTERMS-003) and agree to be bound by al terms and
conditions contained therein. I also attest that I have made a true
and exact copy for my records.
