1.       INTERPRETATION 

1.1     In the Contract:- 

“Charges” means the Charges agreed between the parties for the Goods or Services which are the subject of the Contract;

“Company” means Arri (GB) Limited, a company registered in England with company number 01688620, and its registered office at 2 Highbridge, Oxford Road, Middlesex UB8 1LX;

 “Contract” means these conditions and the Quotation;

“Customer” means the person, persons or company purchasing the Goods; 

“Goods” means any Goods to be supplied to the Customer by the Company (including any part or parts of them) under the Contract;

“Quotation” means the Quotation addressed to the Customer which shall lapse 30 days from the date of such Quotation unless accepted in writing by the Customer before the expiry of such 30 days.

 2.       QUOTATION 

2.1     Details of the Charges shall be as set out in the Quotation. 

2.2     All dealings under the Contract will be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document) and no terms and conditions endorsed upon, delivery with or contained in the Customer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract. 

3.       SALE OF GOODS 

3.1     Each order for Goods by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Goods subject to these conditions and shall not be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Customer. 

3.2     The description of the Goods shall be as set out in the Quotation only. 

4.       PAYMENT TERMS 

4.1     In respect of Goods for eventual delivery to Customers in the United Kingdom who have an established account with the Company, payment of the Charges is due 30 days from the invoice date. The Company may add interest to the outstanding balance of overdue accounts at 4% over the Company's Bank's Base Rate from time to time, such interest accruing daily from the due date for payment until payment in full whether before or after judgment. 

4.2     In respect of Goods for eventual delivery outside the United Kingdom or for Customers in the United Kingdom who do not have an established account, payment of the Charges shall be made in cleared funds prior to shipment or by an Irrevocable Letter of Credit confirmed by a British Bank in London, unless otherwise specified in the Quotation. 

4.3     Charges do not include the cost of any special packing required by the Customer and any expense incurred by the Company arising from the supply by the Customer of incorrect details for any order. Notwithstanding any price specified in the Order, any acceptance or Quotation, the Company reserves the right, by giving notice to the buyer at any time before delivery to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any foreign exchange fluctuations, currency regulations, alteration of duties, significant increase in the cost of labour, materials, or other cost of manufacture), or any change in delivery dates, quantities or specifications for the Goods, which is requested by the Customer or any delay caused by any instructions of the Customer or failure of the Customer to give the Company adequate information or instructions. 

 7.5     Subject to the express provisions of this clause, the Customer shall not rely upon any representation as to the quality of the goods or as to the fitness for any particular purpose unless the same shall have been made by the Company in writing.  Without prejudice to the generality of this statement all weights, measurements and specifications quoted by the Company are nominal, and subject to manufacturing tolerances, and exact production conformity with samples, which have been previously submitted, cannot be guaranteed. 

 7.6 The Company indemnifies the Customer against loss arising from any claim that the Goods infringes a third parties patent or other registered industrial property right provided that the Customer shall immediately notify the Company of any such claim and the Company shall have the sole conduct of any proceedings. At the Company's request and expense the Customer will render all necessary assistance to the Company in defending such claims. Where the Company manufactures Goods to the Customer's design, the Customer fully and effectively indemnifies the Company on demand against all loss, costs, damages, demands, claims, proceedings and expenses (including professional advisers fees) arising from any claims that the manufacture or sale of such Goods in accordance with the Customer's design infringes any third party's patent or other industrial property right whatsoever.

8..      LIMITATION AND LIABILITY 

8.1     Nothing in this clause shall exclude or limit the liability of the Company for death or personal injury caused by the Company's negligence nor for its fraudulent misrepresentation. 

8.2      Without prejudice to clause 8.1 the Company shall not be liable for any direct or indirect loss of profit nor for any indirect loss, damage, costs, claims, demands or expenses whatsoever or howsoever arising, whether resulting from the Company’s negligence of otherwise, under or in any way in connection with the Contracts and in any event the Company’s liability under or in connection with the Contract shall not exceed the Charges paid by the Customer under the Contract in the 12 months prior to the date such liability arises. 

8.3     The Customer will indemnify and keep the Company and its employees fully and effectively indemnified in full and on demand against all claims, demands, costs, actions, expenses including professional advisers fees, or proceedings made against them by any third party arising out of or in any way in connection with the Customer’s failure to comply with any provisions of the Contract. 8.4     Any liability of the Company for non delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata contract rate against any invoice raised for such Goods, at the Company’s discretion. 

9.       CUSTOMER'S OBLIGATIONS - ARRIFLEX CAMERAS 

9.1     In this section and in section 10 (Trade Marks) the following definitions shall apply: "USER" shall mean any person to whom the Customer sells, hires or otherwise disposes of in the course of trade the Goods; "FILM" shall mean a recording on any medium from which a moving image may by any means be produced;

"TECHNICAL CREDIT" shall mean any visual or spoken reference in the film to apparatus used in the making of the film, or non-artistic contribution by any person to the making of the film. "PART" in relation to part of the Goods shall be taken to apply, amongst other things and without limitation, to the PL lens mount. 

9.2     The Customer undertakes not to offer for hire or to hire to any person Goods of which any part has been modified, removed or replaced by any person other than the Company. 

9.3     In the event that the Customer shall publish any film in which appears any technical credit, the Customer shall make reference to use of the Goods in making the film, displaying the name "ARRIFLEX" and the name or number of the Goods so used. 

5.       INSURANCE 

5.1     The Customer shall be responsible for insuring the Goods from time of delivery. During such time as the property in the Goods remain in the Company; the Company shall be entitled to require the Customer to cause a note of the Company's interest in the Goods to be endorsed upon the policy or policies of insurance effected by the Customer. 

5.2     Where the Goods are to be delivered overseas, the Customer shall at its expense:5.2.1           obtain all necessary Export and Import Exchange Control or other licences (unless agreed otherwise in writing between the parties) and advise the Company of the issue of such licences, and 5.2.2  give the Company written details in English of any regulations or specifications with which the Goods must comply. 

6.       DELIVERY AND RISK 

6.1     The Company will deliver Goods for eventual delivery in the United Kingdom to any address specified by the Customer.

6.1.1           The Company will deliver Goods for eventual delivery outside the United Kingdom on board a ship or aircraft at the nearest convenient port or airport to the Company's premises or its supplier's premises.

6.1.2           At the Customer's request the Company will, as the Customer's agent and at the Customer's cost endeavour to arrange: 6.1.2.1 to ship the Goods to the destination specified by the Customer, and 6.1.2.2  to insure the Goods during shipment in accordance with the Institute of London Underwriters Cargo Clauses (all risks) Institute War Clauses, Institute Strikes, Riots and Civil Commotion Clauses, the Company shall be under no liability whatsoever for any loss or damage arising through the choice of carrier or any act or omission of the carrier.

6.1.3        Where Goods are to be delivered by instalments or against call-off and the Customer either: 6.1.3.1    fails to accept any delivery when due or in the case of call-off fails to accept outstanding deliveries within twelve months of the date of order acceptance or

6.1.3.2 defaults in making any payment when due then the Company may cancel any or all subsequent deliveries and the Customer shall compensate the Company in full for any loss or expense arising from such cancellation. 

6.2     The risk of damage to or loss of all or any of the Goods shall pass to the Customer forthwith upon delivery or deemed delivery thereof to the Customer and accordingly, pending disposal the Customer shall keep the Goods insured to the full amount of the price at which the Goods are sold to the Customer against all insurable risks. 

6.3     Notwithstanding the provisions of clause 6.1, the property in any or all Goods shall remain vested in the Company until the Company receives payment in full of all sums due to the Company under the Contract. 

6.4     Until payment in full as referred to in Clause 1.2, the Customer shall hold any or all the Goods in a fiduciary capacity for the Company and the Customer shall hold the Goods separately from its' own assets and clearly marked as the property of the Company PROVIDED THAT the Customer shall have the right to sell any or all of the same in which event the rights of the Company hereunder shall attach to all the proceeds of sale of the Goods and the Customer shall place such proceeds in a separate Bank Account. 

6.5     Until payment in full of the Charges , the Company shall at all times have full right and licence to enter upon the Customers' premises to remove the Goods. 

6.6     The Company will, in all cases, make every effort to supply the Goods within the specified delivery time but all dates quoted for delivery of the Goods are approximate only and the Company shall not be liable for any delay in delivery or provision howsoever caused. 

9.4     The Customer shall obtain from all Users an undertaking that in the event that the User shall publish any film in which appears any technical credit, the User shall make reference in the film to use of the Goods in making the film, displaying the name "ARRIFLEX" and the name or number of the Goods so used. 

9.5     The Customer shall notify the User in full of the terms set out in section 7 herein (Trade Marks), and shall obtain from the User an undertaking to ensure that all persons into whose possession or control the Goods shall pass shall be notified of the said terms. 

10.     TRADE MARKS 

10.1   In this section "Trade Marks" shall mean any mark comprising of or including the name "ARRI", in any form, whether as a separate mark or as part of a mark, and whether registered as a Trade Mark or not. 

10.2   The Customer shall not remove, hide or deface any Trade Mark appearing on the Goods. 

10.3   Subject to the following, the Customer shall be licensed to use any Trade Mark which Appears on the Goods in relation to that Goods. 10.4   The Customer shall not be licensed to use any Trade Mark in relation to any Goods of which any part has been modified, removed or replaced by any person other than the Company. 

11.     GENERAL 

11.1   The Customer will ensure that its employees or agents are given any instructions as to safe handling issued by the Company and that such safety precautions recommended therein are taken and having regard to the nature of the nature of the Goods, any other necessary steps are taken to ensure the health and safety of persons working with or in the vicinity of the Goods.

11.2   The Contract is not assignable by the Customer without the written consent of the Company. It is between the Company and the Customer as principals but the Company may, without consent, assign or sub-contract all or any of its rights and/or obligations hereunder; 

11.3   If the Customer becomes insolvent or makes a default in payment or commits any other breach of the Contract, the Company may forthwith on written notice to the Customer terminate the Contract without incurring liability to the Customer and without prejudice to the Company's rights, which may have accrued up to the date of termination. 

11.4   All title and intellectual property rights in all drawings and models prepared by the Company shall remain with the Company unless the Company formally assigns the copyright or other intellectual property right to the Customer, said assignments being under the Company's seal. 

11.5   The Customer shall be liable for any loss or damage to any drawings and models supplied to it by the Company and agree to keep said drawings and models secure and maintain their confidentiality. 

11.6   This Contract shall be governed by the Laws of England. 

11.7   If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these conditions and the remainder of the provision in question shall not be effected thereby. 

11.8   No variation to the Contract will be binding unless agreed in writing between the Company and the Customer. 

6.7     An order once placed with the Company cannot be cancelled, deferred or altered except with the written consent of the Company. 

6.8     The Company shall not be liable for any damage, discrepancy, or shortage in the Goods unless the Customer notifies both the Company and the carrier within seventy-two hours of the date of delivery of the goods. If Goods for delivery in the United Kingdom do not arrive within fourteen days from the date of the invoice, the Customer must advise the Company immediately. 

7.       WARRANTY 

7.1 Except as set out in 7.2, all warranties, conditions and other terms express or implied by statute or common law or otherwise (save for the conditions implied by Section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract. 

7.2     Where the Customer within the warranty period specified by the Company in the Quotation (or where no such period is specified within a period of 12 months from the date of despatch) proves to the reasonable satisfaction of the Company that the Goods supplied are defective due to faulty workmanship or defective design by the Company (due regard being given to the state of the art at the date of such design) the Company shall as its option either credit the Customer with the price paid by the Customer in respect of the defective Goods or remedy the defect at its own cost provided that: 7.2.1 the Goods shall have been installed (where applicable) operated and maintained if other than by the Company in accordance with good cinematographic practice and engineering practice and the recommendations of the manufacturers; 7.2.2. no repairs or alterations shall have been effected to the Goods without the Company's express written approval; 7.2.3 identification numbers and manufacturers markings shall not have been altered or removed; and 7.2.4 notice of any defects shall have been given to the Company promptly and within the warranty period and if so required by the Company the defective part or parts shall have been returned to the Company at the Customer's expense.

7.3     The Company's obligations under this Clause 7 shall not extend to any of the Goods or parts thereof manufactured by third parties.   In the case of such Goods the Company shall if called upon to do so by the Customer in writing use all reasonable endeavours to procure for the Customer the benefit of any warranty or guarantee provided to the Company by any such third party apart from which the Company shall be under no liability whatsoever in respect of any defect in such Goods. 

7.4     Should the Customer specify any particular make or design of the Goods the Company shall have no liability for any failure of design or quality of the Goods.

11.9   This Contract is the entire agreement between the parties and supersedes any previous agreement in relation to its subject matter.  The Customer acknowledges and agrees that in entering into this Contract it does not rely on and shall have no remedy in respect of any statement, representation, warranty or understanding (whether negligently or innocently made) or any person (whether party to the Contract or not) other than as expressly set out in the Contract and its only remedy for breach of this Contract shall be for breach of contract under the terms of this Contract. 

11.10   The Company shall not be liable for any delay in performing or any failure to perform any of its obligations under this Contract caused directly or indirectly by any event beyond its reasonable control.   

11.11   A person who is not a party to the Contract has no right under the Contract Rights of Third Parties Act 1999 to enforce any term of the Contract but this does not affect any right or remedy of the third party which exists or is available apart from that Act.  

12.     CONDITIONS OF INSTALLATION

2.1   This condition shall only apply where the Company agrees expressly in the Quotation to install the Goods.  Where this condition does operate it does so in addition to the other conditions of this Contract. 

12.2   The Customer shall in liaison with the Company and in good time before the scheduled installation date, fully prepare the site where the Goods are to be installed and ensure that electrical and all other necessary services and access to the site are available. 

12.3   The Company shall install and commission the Goods, using its own labour, tools and materials so to do.   The Company warrants that the installation shall be carried out using reasonable skill and care and in accordance with standard industry practice.  All other warranties expressed or implied by contract, statute or otherwise are hereby excluded. 

12.4   The Customer shall attend the inspection or testing of the Goods and shall then make known whether he accepts the Goods or not, giving reasons for any rejection. The Goods will be deemed to have been accepted by the Customer if the Customer fails to comply with this obligation. The Company shall use its best endeavours to rectify any defect notified pursuant to this condition provided that such rectification shall be at the Customer's expense if the defects arose in any part from the Customer’s default.  Compliance with this clause shall be the Customer’s sole remedy for breach of the warranty at clause 12.3 above.