TERMS AND CONDITIONS OF SALE
Unless otherwise specifically agreed to in writing and signed by an authorised employee of CINEPRE‚ the following terms and conditions of sale (“Agreement”) apply to all sales of products from CINEPRE to Buyer. Any different or additional terms and conditions proposed by Buyer in its purchase order‚ or otherwise‚ are objected to by CINEPRE. Buyer’s assent to this Agreement is conclusively presumed from Buyer’s failure to reasonably object in writing and from Buyer’ s acceptance of all or part of the products ordered. This Agreement represents the entire agreement of the parties and all proposals‚ negotiations‚ representations or agreements made or entered into prior to or contemporaneously with this Agreement‚ whether verbal or written‚ are cancelled and superseded by this Agreement.
1. PRICES. All quotations are made for immediate acceptance and are subject to change without notice prior to acceptance. Prices are EXW (Incoterms 2010) CINEPRE’s point of shipment unless otherwise specified. Prices are stated in BRITISH POUNDS‚ are exclusive of sales‚ use‚ excise or similar taxes and are subject to any price adjustment necessitated by CINEPRE’s compliance with any act of government. Any tax or other governmental charge upon the production‚ sale‚ shipment or use of the product which CINEPRE is required to pay or collect from Buyer shall be paid by Buyer to CINEPRE unless Buyer furnishes CINEPRE with a tax exemption certificate acceptable to the appropriate taxing authority. Any changes in tariffs
‚ freight rate or transportation charges prior to the date of shipment will be paid by the Buyer.
2.PAYMENT. Unless CINEPRE’s Director of Credit and Collections has extended credit terms to Buyer in writing‚ or unless other terms are included in delivery documents issued by CinePre for the products‚ payment terms are net 30 days in British currency. CINEPRE reserves the right to modify or withdraw credit terms at any time without notice and to require guarantees‚ security‚ or payment in advance of the amount of credit involved. If Buyer fails to fulfill the terms of payment‚ CINEPRE may defer further shipment to Buyer or‚ at its option‚ cancel the unshipped portion of Buyer’s order. Buyer agrees to pay interest on all past due invoices at the highest contractual rate allowable under the laws of the United Kingdom.
3.TERMS OF SHIPMENT‚ ACCEPTANCE. CINEPRE will ship in accordance with instructions supplied by Buyer‚ but if Buyer fails to furnish such instructions‚ CINEPRE will select what is‚ in its opinion‚ the most satisfactory routing for shipment. If Buyer is to pick up products and has not done so within seven (7) days after notification that they are ready for shipment‚ CINEPRE may ship the products commercial carrier. Title to products passes at the same time as risk of loss. Any prepayment by CINEPRE of freight charges shall be as stated in the delivery documents of the products. By accepting products from the carrier‚ Buyer agrees that they are free of defects‚ which a reasonably careful inspection would disclose. End items and/or spare parts shall be packed and packaged in accordance with reasonable commercial practice for one-way shipment by air and/or surface transportation.
4. DATE OF SHIPMENT. Shipping dates are given at the best of CINEPRE’s knowledge based upon conditions existing at the time the order is placed and information furnished by Buyer. CINEPRE will‚ in good faith‚ endeavor to ship by the estimated shipping date but shall not be responsible for any delay or any damage arising from its failure to ship by the estimated shipping date.
5. CANCELLATION OF ORDER BY BUYER: RETURN OF PRODUCTS FOR CREDIT. Buyer’s order may not be modified or rescinded except in writing signed by CINEPRE and Buyer. If all or part of Buyer’s order is terminated by such modification or rescission‚ Buyer‚ in the absence of a contrary written agreement between CINEPRE and Buyers‚ shall pay termination charges based upon cost determined by accepted accounting principles plus a reasonable profit. In any circumstance‚ CINEPRE’s written consent must be given in advance of Buyer’s return of products for credit.
6. FORCE MAJEURE. CINEPRE shall not be liable for any failure to perform its obligations under this Agreement resulting directly or indirectly from or contributed to by any acts of God‚ acts of Buyer‚ acts of civil or military authority‚ priorities‚ fire‚ strikes or other labor disputes‚ accidents‚ floods
‚ epidemics‚ war‚ riot‚ delays in transportation‚ lack of or inability to obtain raw materials‚ components‚ labor‚ fuel or supplies‚ or other circumstances beyond CINEPRE’s reasonable control.
7. DISCLAIMER OF ANY WARRANTY. BUYER ACKNOWLEDGES THAT IT IS PURCHASING PRODUCTS FROM CINEPRE IN CINEPRE’S CAPACITY AS A DISTRIBUTOR OF SUCH PRODUCTS FOR THE MANFACTURERS OF SUCH PRODUCTS. BUYER ACKNOWLEDGES THAT IT WILL LOOK SOLELY TO THE WARRANTY(IES)‚ IF ANY‚ PROVIDED BY THE MANUFACTURER AND THAT CINEPRE MAKES NO WARRANTIES ON ITS OWN BEHALF WHETHER EXPRESS‚ IMPLIED OR STATUTORY‚ INCLUDING‚ BUT NOT BY WAY OF LIMITATION‚ ANY WARRANTY OF MERCHANTABILITY‚ FITNESS FOR A PARTICULAR PURPOSE‚ COURSE OF DEALING‚ COURSE OF PERFORMANCE OR USAGE OF TRADE.
8. EXCLUSIVITY OF REMEDY‚ LIMITATION OF LIABILITY. In the event Buyer claims that CINEPRE has breached any of its obligations under this Agreement‚ CINEPRE may request the return of the products and tender to the Buyer the purchase price therefore paid by Buyer and‚ in such event CINEPRE shall have no further obligations under this Agreement except to refund such purchase price upon redelivery of the products. If CINEPRE so requests the return of the products‚ the products shall be redelivered to CINEPRE in accordance with CINEPRE’s instructions at CINEPRE’s expense. THE REMEDIES PROVIDED FOR IN THIS PARAGRAPH SHALL CONSTITUTE THE SOLE RECOURSE OF BUYER AGAINST CINEPRE FOR CLAIMS RELATING TO THE SALE OR USE OF PRODUCTS‚ WHETHER THE CLAIM IS MADE IN TORT OR IN CONTRACT‚ INCLUDING CLAIMS BASED ON WARRANTY‚ NEGLIGENCE‚ STRICT LIABILITY‚ PRODUCT LIABILITY‚ OR OTHERWISE. IN NO EVENT SHALL CINEPRE BE LIABLE FOR INDRIECT‚ INCIDENTAL‚ CONSEQUENTIAL DAMAGES‚ ANY DAMAGE TO AIRCRAFT‚ or LOSS OF USE. NOR SHALL CINEPRE’s LIABILITY FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THE MANUFACTURE‚ SALE‚ DELIVERY OR USE OF THE PRODUCTS EXCEED THE PURCHASE PRICE OF THE PRODUCT.
9. GOVERNING LAW‚ VENUE LIMITATION OF ACTIONS. This Agreement is performed in West Midlands‚ England and shall be governed by laws of the United Kingdom without regard for its conflict of laws rules and specifically excludes the U.N. Convention on Contracts for the International Sale of Goods. No action for breach of this Agreement or any covenant or warranty arising under this Agreement‚ shall be brought more than one year after the cause of action has occurred. Buyer agrees that any legal action or proceeding by Buyer against CinePre with respect to this Agreement will be brought in a court of competent jurisdiction located in Birmingham‚ West Midlands‚ United kingdom.