Terms & Conditions

ARNOLD & RICHTER CINE TECHNIK GMBH & CO. BETRIEBS KG / ARRI AG

1. Orders and acceptance

1.1   Orders and purchases by Arnold & Richter Cine Technik GmbH & Co. Betriebs KG (the "purchaser") shall be made on the basis of the following conditions of purchase. The conditions of purchase shall be deemed to have been accepted on acceptance of the order.

1.2   The purchaser may withdraw its order if the order has not been accepted within 10 working days after receipt of the order. Acceptance of the order must comprise all essential order details, in particular the order number, order date and identification number.

1.3   In the event that the order as accepted is at variance with the order made, the purchaser shall be bound by the order only to the extent that it agrees the variances in writing. The purchaser shall not be bound by the seller's standard terms and conditions unless they conform in full with the purchaser's conditions or the purchaser agrees in writing to their application. Acceptance of services or deliveries (together referred to hereafter as the "delivery") shall not be deemed to constitute consent even if the purchaser does not explicitly reject the seller's conditions.

2. Price

The agreed price shall be deemed to be a fixed price.

3. Delivery dates

3.1   Punctual delivery shall be assessed according to the point in time at which the delivery is received by the receiving centre specified by the purchaser. Should a delivery require installation or assembly or services then the time of acceptance shall be the decisive point in time.

3.2   The seller shall notify the purchaser without delay if and as soon as it becomes apparent that a deadline cannot be adhered to (whether in full or in part). Acceptance of a late delivery shall not constitute a waiver of the purchaser's right to claim damages.

4. Delivery

4.1   Risk in relation to any delivery shall not pass to the purchaser until the delivery has been received by the collection point centre specified by the purchaser. Should a delivery require installation or assembly then risk shall pass at the time of acceptance.

4.2   The cost of delivery and packaging shall be borne by the seller. The seller is liable in respect of any inappropriate or insufficient packaging.

4.3   The purchaser is not obliged to accept delivery in parts. The outstanding amount shall be listed in the event of a delivery in parts having been agreed.

4.4.   The seller shall notify the purchaser of despatch without delay. For each delivery the relevant delivery note or other suitable documentation showing volume, order number and identification number shall be issued and visibly attached to the delivery.

5. Warranties and liability

5.1   The seller agrees to give a warranty for no less than two years from the point in time at which risk passed. In the event that a written notice of defects is given, the limitation period for warranty claims shall recommence.

5.2   5.2 The seller warrants that the delivery complies with current regulations governing the protection of workers, accident prevention and pollution control. If this is not the case the purchaser shall be entitled to refuse to accept the delivery or require it to be collected by the seller without delay at the seller's expense.

5.3   The purchaser may at its discretion require defects to be remedied in full or new goods or services that are free from defects to be provided at the seller's expense. The purchaser may assert these rights prior to the passing of risk in addition to its right to contractual performance.

5.4   5.4 The purchaser shall set a reasonable deadline for the remedy of defects or the provision of new goods or services. In the event of any breach the purchaser may rescind the contract in full or in part without compensation, demand a reduction in the purchase price, demand subsequent rectification of defects at the seller's expense, procure a substitute or claim damages for non-fulfilment. The purchaser need not set a deadline if the seller has declared that it shall not be willing to comply with the warranty at all or on time or that it shall not be capable of doing so. This shall not affect any further claims, in particular compensation for wasted disbursements.

5.5   The purchaser may return defective goods or services to the seller straight away at the seller's expense and risk without giving the seller prior notice thereof.

5.6   If the seller should be in default and there is a pressing need for subsequent rectification of defects, in particular so as to avoid the purchaser itself defaulting, the purchaser may arrange for subsequent rectification without the need for a deadline to be set. The cost of this shall be borne by the seller.

5.7   The seller covenants to inspect deliveries in detail as to any defects and to do everything it can in order to avoid product liability. In the event that any third party claim is made against the purchaser due to defects in the delivery, the purchaser may claim compensation for all damage suffered and in addition demand a release from liability. The seller's duty to pay compensation includes the cost of e.g. a preventative recall in order to prevent damage.

5.8.   The seller is obliged to obtain adequate insurance cover against all risks of damage.

5.9.   The seller shall be liable for negligence.

6. Duty to notify

6.1   The seller is obliged to notify the purchaser without delay if the order is not suitable for use for the intended purpose.

6.2   Prior to delivery the seller shall notify the purchaser in writing of any changes in comparison with previous deliveries in particular as regards materials, specification, etc. Any kind of change shall entitle the purchaser to rescind the contract at no cost to the purchaser.

7. Supplies and materials provided

7.1.   Drawings, plans, drafts and any other production resources (samples, models, tools and equipment) of the purchaser or any other materials of the purchaser (together referred to hereafter as "materials") which are made available to the seller or which are manufactured at the purchaser's expense shall remain or become the property of the purchaser. The seller shall obtain insurance cover against impairment or damage for all such materials made available to the seller. The seller shall be liable to compensate for any impairment of or damage to the materials made available by the purchaser.

7.2   Any processing or rearrangement of materials in accordance with clause 7.1 shall always be for the purchaser. In the event that the purchaser shall not become the owner of the newly manufactured or rearranged object according to legal terms, the purchaser and the seller hereby agree that the purchaser shall become the proprietor of the new or rearranged object at the time of the processing or rearrangement. In the event of any combination with or non-separable incorporation into other materials the purchaser shall acquire joint ownership of the new object in proportion to the value of the materials made available by the purchaser at the time of the combination or incorporation in relation to the other materials. The objects shall be kept in safe custody by the seller for the purchaser at no cost to the purchaser.

8. No rights of retention or set-off

The seller is not entitled to assert any right of retention nor to set off counterclaims unless these are undisputed or a final judgment has been issued in their respect.

9. Confidentiality

9.1   The contract shall be kept in confidence. The seller may not refer to its business relationship with the purchaser without the purchaser's prior written consent. In particular the seller may not use the purchaser's company name or brands without the purchaser's prior written consent.

9.2   The seller covenants to keep confidential all non-public commercial or technical information obtained by the purchaser. Third parties engaged by the seller shall be bound likewise. The duty of confidentiality shall continue notwithstanding that cooperation between the purchaser and the seller may have been determined conclusively.

10. Invoicing and payment

10.1   Invoices must include all order details. The invoice shall not be deemed to be due for payment if all or part of these are missing.

10.2   Payment is to be made within 14 days at a 3% discount or within 30 days at the full net price. A full discount shall also be permissible in the event of set-off or the retention of outstanding payments as a result of there being defects.

11. Assignment and asset deterioration

11.1   The seller may not assign the contract in full or part to any third party without the prior written consent of the purchaser. In the event of any unauthorised assignment the purchaser shall be entitled to rescind the contract in full or part and/or to claim damages.

11.2   The seller may not transfer its claims against the purchaser without the purchaser's prior written consent nor allow these to be collected by any third party. This shall not affect the validity of §354 a HGB [German Commercial Code].

11.3   The purchaser shall have a right to rescind the contract in the event of any deterioration in the seller's assets or if the seller becomes insolvent.

12. Miscellaneous provisions

12.1   The purchaser's registered office shall be the place of performance.

12.2   The place of jurisdiction shall be Munich in the event of the seller being a merchant.

12.3   These conditions shall be exclusively governed by German law. The provisions of the UN Convention on Contracts for the International Sale of Goods are excluded from this contract.

12.4   Amendments, additions or supplementary agreements to this contract shall not be valid unless made in writing. This same shall apply in respect of setting aside the written form requirement.

12.5   In the event that any of the aforementioned provisions shall be or become void in full or part this shall not affect the validity of the remaining provisions of this contract. The parties covenant to agree a provision in place of the void provision which fulfils the intended purpose as closely as possible. The same shall apply if these provisions are found to contain a loophole.




Arnold & Richter Cine Technik GmbH & Co Betriebs KG
General Sale and Delivery Terms and Conditions for Merchants 1


1. General; Scope

The terms and conditions delineated herein shall be the sole terms and conditions which apply to all of ARRI's current and future business transactions. Unless ARRI has approved of such in writing, any terms or conditions which conflict with, deviate from or modify the terms and conditions delineated herein shall not be binding on ARRI irrespective of whether ARRI had prior notice of such terms or conditions. ARRI hereby expressly objects to any such conflicting, deviating or modified terms or conditions.

2. Contract Formation

2.1   Any offers made by ARRI shall be without obligation and subject to change without notice provided that the parties have not agreed to a lock-up period.

2.2   The customer is bound to its order for a period of four weeks after its receipt by ARRI. A contract is deemed to exist upon the customer's receipt of ARRI's written confirmation regarding the order or the effective delivery of the applicable goods to the customer pursuant to the terms hereof.

2.3   The scope and type of delivery for an order shall be established solely through ARRI's written confirmation relating to such order. Any errors or omissions in ARRI's sales prospectus, pricelists, offer documents or other related documentation may be amended without ARRI incurring any liability for damages or compensation in relation to such errors or omissions.

3. Payment, Set-Off, Withholding

3.1   The purchase price for the contract shall be that price which is specified by ARRI for such contract and shall apply ex works, exclusive of any value-added tax; if the price is not indicated, the pricelist then in effect shall apply. If the sale has occurred through delivery to a place other than the place of performance (at the customer's request), any costs incurred for packaging, shipping, freight, customs or other related costs will be charged separately. If the customer fails to accept delivery when tendered by ARRI, it must nevertheless make payment.

3.2   In the event that the manufacturing costs for the contracted goods (including, but not limited to, wages, salaries, materials or production costs) rise subsequent to formation of the contract, ARRI shall have the right to increase the purchase price in accordance therewith.

3.3   Invoices from ARRI are due upon ARRI making the goods available to the customer and are payable without deductions within 10 days of the issuance thereof. Upon a default in payment, any overdue amounts will accrue interest at a rate of 8% above the basic interest rate. ARRI reserves its right to assert any further claims regarding damages resulting from a default.

3.4   The customer can offset its payments only if its counterclaim thereto have been judicially sustained or recognized by a declaratory judgment. A right to withholding shall only apply to counterclaims arising specifically from the contract which is the subject of such withholding.

4. Delivery

4.1   The dates for delivery and/or the making available of the goods are not binding unless a date for such has been agreed to in writing by ARRI.

4.2   ARRI is entitled to carry out advance and/or partial deliveries of the goods.

4.3   In the event that ARRI is unable to deliver or make the goods available to the customer due to events of force majeure lasting for a period of three months or more, ARRI's obligation to deliver or make the goods available shall be deemed extinguished in its entirety.

4.4   ARRI shall be entitled to postpone delivery or availability of the goods for the entire duration of the force majeure events.

4.5   Events of force majeure shall be deemed to be any events which are beyond ARRI's control and which make delivery impossible or unreason-ably difficult, including, for example, strikes, lawful lockouts, war, import or export prohibitions, scarcity of energy supplies or raw materials, or the delayed delivery to ARRI of goods required for the performance of its obligations hereunder for reasons beyond ARRI's control. If ARRI is released from its obligations as described in Section 4.3 above, the customer shall be entitled to rescind the applicable contract. Compensation for damages for non-performance can be claimed by the customer only if the default in delivery is due to ARRI's gross negligence or is intentionally caused by ARRI.

5. Transfer of Risk

5.1   The risk of loss or damage to the goods passes to the buyer as soon as ARRI has dispatched the goods from its premises (i.e., plant, factory or warehouse) or upon the surrendering of the goods to the applicable carrier or to the customer itself, as the case may be. The above shall also apply in the event that ARRI serves as the carrier for the goods.

5.2   If the forwarding or collection of the goods is delayed due to reasons attributable to the customer, the risk of loss shall be transferred to the customer upon the readiness of the goods for dispatch.

6. Defective Goods

6.1   The customer must inspect the delivered goods immediately upon its receipt of such. The customer must notify ARRI in writing of any apparent defects within one week of the goods' receipt. ARRI must be notified of hidden defects in writing within two weeks of their emergence but in no event later than one year after delivery of such goods. In the event that the customer fails to meet the aforementioned notification obligations, the goods shall be deemed to have been accepted and the rights set forth in Sections 6.2 and 6.3 below shall not be in effect.

6.2   In the event that the customer has notified ARRI of defects in a timely manner and is thus eligible to make a claim for re-performance, ARRI shall have the right, at its own cost, either to remedy the defect or to redeliver conforming goods.

6.3   If ARRI twice fails to remedy a defect or if ARRI is otherwise unable to accomplish its re-performance obligation or fails to do so within a time period reasonably set forth by the customer, the customer shall be entitled to reduce the purchase price under the contract or to cancel the contract. Instead of seeking performance, the customer can make a claim for damages or for compensation for expenses. However, if the customer elects to rescind the contract it shall have no right to make any claim for damages with respect to the defective goods.

6.4   Provided that ARRI has not acted fraudulently, any claims of the customer regarding the goods shall become void and unenforceable one year after delivery of the applicable goods.

6.5   The prescription period of one year in Section 6.4 above shall be replaced by a prescription period of two years for goods from the product range "Light" of ARRI that are distributed under the brand "ARRI".

7. Liability

7.1   ARRI shall be liable for any damage hereunder caused by it intentionally or caused by its gross negligence.

7.2   In the event of simple negligence by ARRI, ARRI shall be liable only for ordinary and foreseeable damage arising from the contract, and only to the extent that ARRI has breached material contractual obligations. Further, in the event of simple negligence by ARRI, ARRI shall be liable for personal injury and/or health-related damage attributable to ARRI.

7.3   ARRI shall not be liable for consequential damages and unforeseen damages (including consequential damages resulting from defective goods) as well as loss of profits in the event it has acted with simple negligence.

7.4   ARRI shall be subject to no liability beyond that which is delineated in this Section 7.

7.5   To the extent that ARRI's liability is excluded or limited, such exclusion or limitation shall apply to any persons or entities employed by ARRI in the performance of its contractual obligations.

7.6   The limitations of liability delineated herein shall not apply to any legally prescribed strict liability, in particular any such strict liability arising from laws regarding guarantees or product warranties.

8. Retention of Title

8.1   Ownership of the delivered goods shall remain with ARRI until it has received full payment for such goods. Title to the goods shall first pass to the customer upon ARRI's receipt of all payments which are due under the current applicable contract.

8.2   Prior to obtaining title to the goods, the customer is not entitled to pledge, to assign by way of security, to process or to alter the goods. The customer is, however, authorized to sell the goods to third parties in the ordinary course of business unless a non-assignability agreement regarding the consideration exists between the customer and the third party. If a third party acquires an interest in the goods through a resale to such party, the customer agrees to assign to ARRI all of its correlating rights and claims against such third party. ARRI hereby accepts such assignment.

8.3   Any combination, amalgamation and/or processing of the goods (sections 947, 948 and 950 BGB [German Civil Code]) shall be deemed to have been made on behalf of ARRI. ARRI shall acquire title to the resulting product in the ratio of the invoiced value of the goods and services provided by ARRI to the total invoiced value of the resulting product. If the goods have been re-sold to a third party, the assignment of rights and claims performed in accordance with Section 8.2 above shall be valid solely up to the amount of the invoiced value of goods and services provided by ARRI.

8.4   Upon a default in payment by the customer, ARRI has the right to disclose to any applicable third party that it holds an interest in the goods pursuant to the assignment delineated above and to assert any of its claims directly. The customer is obligated to provide and deliver to ARRI all documentation required for the assertion of such claims. The customer must also make available to ARRI, completely and in a timely fashion, all information about any events that might affect the obligations described above.

9. Jurisdiction; Governing Law

9.1   The parties hereto agree that the exclusive jurisdiction for any transaction and/or contract between the parties is Munich, Germany.

9.2   The relationship of the parties hereto shall be exclusively governed by and in all respects construed in accordance with the laws of the Federal Republic of Germany with no application whatsoever of the United Nations sales law.

Last modified: 1st January 2006

1Kaufleute as defined in the HGB [German Commercial Code]





ARRI – AUSTRIA CINE & VIDEO GERÄTE GES.M.B.H (ARRI)

1. Orders and acceptance

1.1   Orders and purchases by ARRI (the "purchaser") shall be made on the basis of the following conditions of purchase. The conditions of purchase shall be deemed to have been accepted on acceptance of the order.

1.2   The purchaser may withdraw its order if the order has not been accepted within 10 working days after receipt of the order. Acceptance of the order must comprise all essential order details, in particular the order number, order date and identification number.

1.3   In the event that the order as accepted is at variance with the order made, the purchaser shall be bound by the order only to the extent that it agrees the variances in writing. The purchaser shall not be bound by the seller's standard terms and conditions unless they conform in full with the purchaser's conditions or the purchaser agrees in writing to their application. Acceptance of services or deliveries (together referred to hereafter as the "delivery") shall not be deemed to constitute consent even if the purchaser does not explicitly reject the seller's conditions.

2. Price

The agreed price shall be deemed to be a fixed price.

3. Delivery dates


3.1   Punctual delivery shall be assessed according to the point in time at which the delivery is received by the receiving centre specified by the purchaser. Should a delivery require installation or assembly or services then the time of acceptance shall be the decisive point in time.

3.2   The seller shall notify the purchaser without delay if and as soon as it becomes apparent that a deadline cannot be adhered to (whether in full or in part). Acceptance of a late delivery shall not constitute a waiver of the purchaser's right to claim damages.

4. Delivery

4.1   Risk in relation to any delivery shall not pass to the purchaser until the delivery has been received by the collection point centre specified by the purchaser. Should a delivery require installation or assembly then risk shall pass at the time of acceptance.

4.2   The cost of delivery and packaging shall be borne by the seller. The seller is liable in respect of any inappropriate or insufficient packaging.

4.3   The purchaser is not obliged to accept delivery in parts. The outstanding amount shall be listed in the event of a delivery in parts having been agreed.

4.4   The seller shall notify the purchaser of despatch without delay. For each delivery the relevant delivery note or other suitable documentation showing volume, order number and identification number shall be issued and visibly attached to the delivery.

5. Warranties and liability


5.1
   The seller agrees to give a warranty for no less than two years from the point in time at which risk passed. In the event that a written notice of defects is given, the limitation period for warranty claims shall recommence.

5.2
   The seller warrants that the delivery complies with current regulations governing the protection of workers, accident prevention and pollution control. If this is not the case the purchaser shall be entitled to refuse to accept the delivery or require it to be collected by the seller without delay at the seller's expense.

5.3
   The purchaser may at its discretion require defects to be remedied in full or new goods or services that are free from defects to be provided at the seller's expense. The purchaser may assert these rights prior to the passing of risk in addition to its right to contractual performance.

5.4
   The purchaser shall set a reasonable deadline for the remedy of defects or the provision of new goods or services. In the event of any breach the purchaser may rescind the contract in full or in part without compensation, demand a reduction in the purchase price, demand subsequent rectification of defects at the seller's expense, procure a substitute or claim damages for non-fulfilment. The purchaser need not set a deadline if the seller has declared that it shall not be willing to comply with the warranty at all or on time or that it shall not be capable of doing so. This shall not affect any further claims, in particular compensation for wasted disbursements.

5.5  
The purchaser may return defective goods or services to the seller straight away at the seller's expense and risk without giving the seller prior notice thereof.

5.6
   If the seller should be in default and there is a pressing need for subsequent rectification of defects, in particular so as to avoid the purchaser itself defaulting, the purchaser may arrange for subsequent rectification without the need for a deadline to be set. The cost of this shall be borne by the seller.

5.7
   The seller covenants to inspect deliveries in detail as to any defects and to do everything it can in order to avoid product liability. In the event that any third party claim is made against the purchaser due to defects in the delivery, the purchaser may claim compensation for all damage suffered and in addition demand a release from liability. The seller's duty to pay compensation includes the cost of e.g. a preventative recall in order to prevent damage.

5.8
   The seller is obliged to obtain adequate insurance cover against all risks of damage.

5.9
   The seller shall be liable for negligence.

6. Duty to notify


6.1
   The seller is obliged to notify the purchaser without delay if the order is not suitable for use for the intended purpose.

6.2
   Prior to delivery the seller shall notify the purchaser in writing of any changes in comparison with previous deliveries in particular as regards materials, specification, etc. Any kind of change shall entitle the purchaser to rescind the contract at no cost to the purchaser.

7. Supplies and materials provided


7.1
   Drawings, plans, drafts and any other production resources (samples, models, tools and equipment) of the purchaser or any other materials of the purchaser (together referred to hereafter as "materials") which are made available to the seller or which are manufactured at the purchaser's expense shall remain or become the property of the purchaser. The seller shall obtain insurance cover against impairment or damage for all such materials made available to the seller. The seller shall be liable to compensate for any impairment of or damage to the materials made available by the purchaser.

7.2  
Any processing or rearrangement of materials in accordance with clause 7.1 shall always be for the purchaser. In the event that the purchaser shall not become the owner of the newly manufactured or rearranged object according to legal terms, the purchaser and the seller hereby agree that the purchaser shall become the proprietor of the new or rearranged object at the time of the processing or rearrangement. In the event of any combination with or non-separable incorporation into other materials the purchaser shall acquire joint ownership of the new object in proportion to the value of the materials made available by the purchaser at the time of the combination or incorporation in relation to the other materials. The objects shall be kept in safe custody by the seller for the purchaser at no cost to the purchaser.

8. No rights of retention or set-off


The seller is not entitled to assert any right of retention nor to set off counterclaims unless these are undisputed or a final judgment has been issued in their respect.

9. Confidentiality


9.1
   The contract shall be kept in confidence. The seller may not refer to its business relationship with the purchaser without the purchaser's prior written consent. In particular the seller may not use the purchaser's company name or brands without the purchaser's prior written consent.

9.2  
The seller covenants to keep confidential all non-public commercial or technical information obtained by the purchaser. Third parties engaged by the seller shall be bound likewise. The duty of confidentiality shall continue notwithstanding that cooperation between the purchaser and the seller may have been determined conclusively.

10. Invoicing and payment


10.1
   Invoices must include all order details. The invoice shall not be deemed to be due for payment if all or part of these are missing.

10.2
   Payment is to be made within the terms stated in the order.

11. Assignment and asset deterioration


11.1
   The seller may not assign the contract in full or part to any third party without the prior written consent of the purchaser. In the event of any unauthorised assignment the purchaser shall be entitled to rescind the contract in full or part and/or to claim damages.

11.2
  The seller may not transfer its claims against the purchaser without the purchaser's prior written consent nor allow these to be collected by any third party.

11.3  
The purchaser shall have a right to rescind the contract in the event of any deterioration in the seller's assets or if the seller becomes insolvent.

12. Miscellaneous provisions


12.1
   The purchaser's registered office shall be the place of performance.

12.2
   The place of jurisdiction shall be Vienna in the event of the seller
being amerchant.

12.3
  These conditions shall be exclusively governed by Austrian law. The provisions of the UN Convention on Contracts for the International Sale of Goods are excluded from this contract.

12.4
  Amendments, additions or supplementary agreements to this contract shall not be valid unless made in writing. This same shall apply in respect of setting aside the written form requirement.

12.5  
In the event that any of the aforementioned provisions shall be or become void in full or part this shall not affect the validity of the remaining provisions of this contract. The parties covenant to agree a provision in place of the void provision which fulfils the intended purpose as closely as possible. The same shall apply if these provisions are found to contain a loophole.



Dated: September 1, 2008