general sale and delivery

Transcription

1 digital film technology general sale and delivery for merchants standing the test of time

2 1. General Scope The delineated herein shall be the sole which apply to all of DFT's current and future business transactions. Unless DFT has approved of such in writing, any terms or conditions which conflict with, deviate from or modify the delineated herein shall not be binding on DFT irrespective of whether DFT had prior notice of such terms or conditions. DFT hereby expressly objects to any such conflicting, deviating or modified terms or conditions. 2. Contract Formation 2.1 Any offers made by DFT shall be without obligation and subject to change without notice provided that the parties have not agreed to a lockup period. 2.2 The customer is bound to its order for a period of four weeks after its receipt by DFT. A contract is deemed to exist upon the customer's receipt of DFT'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 DFT's written confirmation relating to such order. Any errors or omissions in DFT's sales prospectus, pricelists, offer documents or other related documentation may be amended without DFT 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 DFT for such contract and shall apply ex works, exclusive of any value added tax; if the price is not indicated, the price list 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 DFT, 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, 2 3

3 materials or production costs) rescind the applicable contract. apparent defects within one rise subsequent to formation 4.2 DFT is entitled to carry Compensation for damages week of the goods' receipt. of the contract, DFT shall out advance and/or partial for non-performance can be DFT must be notified of hidden have the right to increase the deliveries of the goods. claimed by the customer only defects in writing within two purchase price in accordance if the default in delivery is due weeks of their emergence therewith. 4.3 In the event that DFT to DFT's gross negligence or is is unable to deliver or make intentionally caused by DFT. In the event that the 3.3 Invoices from DFT are due the goods available to the customer fails to meet the upon DFT making the goods customer due to events of force 5. Transfer of Risk aforementioned notification available to the customer and majeure lasting for a period of obligations, the goods shall be are payable without deductions three months or more, DFT's 5.1 The risk of loss or damage deemed to have been accepted within 10 days of the issuance obligation to deliver or make to the goods passes to the and the rights set thereof. Upon a default the goods available shall be buyer as soon as DFT has forth in Sections 6.2 and 6.3 in payment, any overdue deemed extinguished in its dispatched the goods from its below shall not be in effect. amounts will accrue interest at entirety. premises (i.e., plant, factory or a rate of 8% above the basic warehouse) or upon the 6.2 In the event that the interest rate. DFT reserves 4.4 DFT shall be entitled to surrendering of the goods to customer has notified DFT of its right to assert any further postpone delivery or availability the applicable carrier or to the defects in a timely manner claims regarding damages of the goods for the entire customer itself, as the case and is thus eligible to make a resulting from a default. duration of the force majeure may be. The above shall also claim for re-performance, DFT events. apply in the event that DFT shall have the right, 3.4 The customer can offset 4.5 Events of force majeure serves as the carrier for the at its own cost, either to its payments only if its shall be deemed to be any goods. remedy the defect or to counterclaim thereto have events which are beyond redeliver conforming goods. been judicially sustained or DFT's control and which 5.2 If the forwarding or recognized by a declaratory make delivery impossible collection of the goods is 6.3 If DFT twice fails to judgment. A right to or unreasonably difficult, delayed due to reasons remedy a defect or if DFT is withholding shall only apply including, for example, strikes, attributable to the customer, otherwise unable to to counterclaims arising lawful lockouts, war, import or the risk of loss shall be accomplish its re-performance specifically from the contract export prohibitions, scarcity transferred to the customer obligation or fails to do so which is the subject of such of energy supplies or raw upon the readiness of the within a time period withholding. materials, or the delayed goods for dispatch. reasonably set forth by the delivery to DFT of goods customer, the customer shall 4. Delivery required for the performance 6. Defective Goods be entitled to reduce the of its obligations hereunder purchase price under the 4.1 The dates for delivery and/ for reasons beyond DFT's 6.1 The customer must contract or to cancel the or the making available of the control. If DFT is released from inspect the delivered goods contract. Instead of seeking goods are not binding unless a its obligations as described immediately upon first receipt performance, the customer can date for such has been agreed in Section 4.3 above, the of such. The customer must make a claim for damages or to in writing by DFT. customer shall be entitled to notify DFT in writing of any for compensation for expenses. 4 5

4 However, if the customer elects defective goods) as well as loss way of security, to process or to to rescind the contract it shall of profits in the event it has alter the goods. The customer 8.4 Upon a default in payment have no right to make any acted with simple negligence. is, however, authorized to sell by the customer, DFT has claim for damages with respect the goods to third parties in the right to disclose to any to the defective goods. 7.4 DFT shall be subject to no the ordinary course of business applicable third party that it liability beyond that which is unless a non-assignability holds an interest in the goods 6.4 Provided that DFT has not delineated in this Section 7. agreement regarding the pursuant to the assignment acted fraudulently, any claims consideration exists between delineated above and to assert of the customer regarding 7.5 To the extent that DFT's the customer and the third any of its claims directly. The the goods shall become void liability is excluded or limited, party. If a third party acquires customer is obligated to and unenforceable one year such exclusion or limitation an interest in the goods provide and deliver to DFT all after delivery of the applicable shall apply to any persons through a resale to such party, documentation required goods. or entities employed by DFT the customer agrees to assign for the assertion of such in the performance of its to DFT all of its correlating claims. The customer must 7. Liability contractual obligations. rights and claims against such also make available to DFT, third party. DFT hereby completely and in a timely 7.1 DFT shall be liable for any 7.6 The limitations of liability accepts such assignment. fashion, all information about damage hereunder caused by delineated herein shall not any events that might affect it intentionally or caused by its apply to any legally prescribed 8.3 Any combination, the obligations described gross negligence. strict liability, in particular any amalgamation and/or above. 7.2 In the event of simple such strict liability arising from processing of the goods negligence by DFT, DFT shall laws regarding guarantees or (sections 947, 948 and Jurisdiction; Governing Law be liable only for ordinary and product warranties. BGB [German Civil Code]) foreseeable damage arising shall be deemed to have been 9.1 The parties hereto agree from the contract, and only 8. Retention of Title made on behalf of DFT. that the exclusive jurisdiction to the extent that DFT has DFT shall acquire title to the for any transaction breached material contractual 8.1 Ownership of the delivered resulting product in the ratio and/or contract between the obligations. Further, in the goods shall remain with of the invoiced value of the parties is Darmstadt, Germany. event of simple negligence by DFT until it has received full goods and services provided by DFT, DFT shall be liable for payment for such goods. Title DFT to the total invoiced value 9.2 The relationship of personal injury and/or to the goods shall first pass of the resulting product. If the the parties hereto shall be health-related damage to the customer upon DFT's goods have been re-sold to a exclusively governed by and in attributable to DFT. receipt of all payments which third party, the assignment of all respects construed in are due under the current rights and claims performed in accordance with the laws of 7.3 DFT shall not be liable for applicable contract. accordance with Section 8.2 the Federal Republic of consequential damages and above shall be valid solely up Germany with no application unforeseen damages 8.2 Prior to obtaining title to to the amount of the invoiced whatsoever of the United (including consequential the goods, the customer is not value of goods and services Nations sales law. damages resulting from entitled to pledge, to assign by provided by DFT. 6 7

5 standing the test of time 711 south main street borsigstrasse , arunachalam road, burbank california USA darmstadt germany saligramam, chennai India GTC t : t : e : sales@dft-film.com t : dft s policy is one of continuous improvements and we reserve the right to change the specification at any time without prior notice