LEGAL
Terms and Conditions
If you are in the European Union, please click here to read the applicable TERMS AND CONDITIONS OF SALE.
If you are in the United Kingdom, please click here to read the applicable TERMS AND CONDITIONS OF SALE.
1. TERMS AND CONDITIONS.
These terms ("Agreement") govern the sale of goods between RED Digital Cinema, Inc. and the Buyer ("Buyer"). RED Digital Cinema, Inc. ("RED") is the seller of RED branded products as well as third party goods. The sale of products is expressly conditioned on the Buyer's acceptance of the terms and conditions set forth herein. Product sold by RED to Buyer that are non-RED branded products shall be referred to as "Third Party Products."
2. PRICES.
All published prices are subject to change without notice. Written quotations shall expire thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner. Verbal quotations are provided for budgetary guidance only. Unless otherwise specifically stated, prices are in U.S. Dollars.
3. TERMS OF PAYMENT.
A. Deposits.
On orders requiring a deposit, Buyer must make a deposit equal to the amount specified by RED at the time of the order. Camera reservation numbers and delivery estimates are provided at the sole discretion of RED.
B. Method of Payment.
Credit card payment via VISA, MASTERCARD, AMERICAN EXPRESS or DISCOVER is provided as a convenience with valid credit card authorizations, subject to a 3% processing fee. Please contact your RED Sales Representative for information when transferring bank to bank payments or visit RED's website for bank information. All orders are payable in U.S. dollars (USD).
C. Standard Payment Terms.
All orders must be paid in full at the time of order via wire transfer, cash equivalent (cashier's check or personal check drawn from a United States bank), or credit card. For orders with deposit requirements, such orders must be paid in full prior to shipment (Payment must be remitted within five (5) business days of product allocation or order will be cancelled). No more than three separate credit cards may be used per order. All outstanding Buyer invoices will be subject to interest in the amount of 1.5% per month or the highest applicable legal interest rate, whichever is less. Buyer agrees to pay collection costs related to unpaid invoices.
4. DELIVERY AND ACCEPTANCE.
Unless otherwise provided by RED in writing, all product shipments shall be made Carriage Paid To Destination (CPT-Destination) from a RED facility or Red's designated third-party logistics supplier location, at which time the title, risk of loss or damage shall pass to the Buyer when the products are transferred to the carrier. Buyer shall be the importer of record for all purchased products, if applicable. Licensing requirements for importation to non-U.S. countries is the sole obligation of the Buyer. In the absence of specific shipping instructions from the Buyer, RED will ship by the method it deems, in its sole discretion, most advantageous. Transportation charges will be collected prior to shipment. Unless otherwise specified, products will be shipped in standard commercial packaging. When special packaging or export instructions are requested by the Buyer, any additional costs will be the responsibility of the Buyer. RED reserves the right to reject certain shipping or packing methods. All sales where Buyer opts to use Buyer's preferred freight forwarder will be shipped "ex works" (Incoterms 2020) from a RED facility or Red's designated third-party logistics supplier location. Any delivery dates are intended to be an estimate without commitment. RED shall use reasonable efforts to notify Buyer of any anticipated delays in delivery. RED will not be liable for any loss, damages or penalty resulting from delay in delivery.
Acceptance of the product by the Buyer shall occur no later than ten (10) days from delivery. Product not rejected during this ten-day period shall be deemed accepted, and all returns shall be handled in accordance with Section 7 (Returns). Product cannot be rejected by Buyer based on criteria that were unknown to RED or based on test procedures that RED does not conduct.
5. RESTRICTIONS ON USE.
Buyer will not cause or permit the modification or reverse engineering of file formats, tools, or image processing of RED products without express written consent from RED. Buyer will not develop tools from RED products or use non-RED approved tools, products, or software with RED products without express written consent from RED. Buyer will not cause or permit any reverse engineering of RED products. Buyer will not provide repair services for RED products without the express written consent from RED. Buyer will not use RED's trademarks, including as part of a domain or company name or in keywords or online search optimizations, without the express written consent from RED. Buyer represents that it is purchasing goods for the purposes which fall within Buyer's trade, business, craft or profession.
6. WARRANTY.
RED’s Product Warranty Policy, available at https://www.red.com/legal/warranties, is incorporated by reference into and made a part of these terms.
7. RETURNS.
Buyers must obtain a Return Merchandise Authorization ("RMA") prior to the return of any product. Cameras may only be returned for refund within ten (10) days of original delivery by RED at shipping address specified by Buyer and with less than 25 hours of run time and pass RED Inbound Quality Control ("IQC"). Accessories, except Digital Media and Batteries, may be returned for refund within ten (10) days of original delivery by RED at shipping address specified by Buyer and pass RED IQC.
A. Factory Seal.
If the factory seal on the product has been broken or if the product is being returned after ten (10) days from the original delivery, a return will not be accepted, unless RED gives specific approval for such a return after evaluation (subject to $100 evaluation fee) and the returned product is subject to a 30% restocking fee. All equipment must be shipped in as new condition and in the original shipping materials. Refunds are subject to an evaluation of the merchandise upon receipt at RED as defined above, in addition to other tests to ascertain condition of returned goods. A refund less the restocking fee will be provided within thirty (30) days of completion of evaluation of goods at RED.
B. Shipping.
Buyer is responsible for shipping costs to return product to RED. For Buyer's protection, RED recommends that the Buyer uses a traceable and insurable form of mail for shipment.
C. Buyer has ten (10) days from the date the RMA is issued to deliver the product to RED.
All product not delivered ten (10) days after the RMA was issued will not be considered eligible as a return for credit and RED will return product to Buyer and Buyer will assume all shipping costs.
D. Dangerous Goods Requirements.
Buyer acknowledges that Buyer has been advised of the Dangerous Goods shipping requirements relating to lithium ion batteries. If Buyer's return includes a lithium ion battery, Buyer agrees to have the battery shipped by a certified shipper of Dangerous Goods. Buyer further agrees not to attempt to ship any lithium ion battery that has been physically damaged. Buyer agrees to indemnify and hold RED and its employees harmless from any and all liability arising from Buyer's failure to comply with this provision.
E. Export and Re-Export Restrictions and Regulations.
Buyer agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce and any other United States or foreign agencies and authorities in connection with Buyer's use of products and RED products and services. Buyer agrees to not violate any local, state, federal or foreign laws. Buyer agrees not to transfer or authorize the transfer of any materials to a prohibited country in violation of any laws. In particular, but without limitation, the materials may not, in violation of any laws, be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or (c) the U.S. Commerce Department's Table of Deny Orders or (d) U.S. Department of Commerce Entity List of proliferation concern, or (e) the U.S. State Department Debarred Parties List, or (f) Any item subject to the EAR if, at the time of the export, re-export, or transfer, it is known the item will be, or is intended to be, used for a "military end-use" or by a "military end-user," as defined in Section 746.3 of the EAR or (g) to persons listed in the Annex to Executive Order 13315, as amended (Blocking Property of the Former Iraqi Regime, Its Senior Officials and Their Family Members, and Taking Certain Other Actions). By using any materials subject to any such restrictions and regulations, Buyer represents and warrants that Buyer is not located in, under the control of, or a national or resident of any such country or on any such list.
8. CUSTOMER SOURCE INSPECTION.
A fee of $100.00 will be charged for any order requiring customer source inspection or receipt of goods, at the RED facility.
A. No-Trouble Found Inspection Fee.
Any product sent to RED for inspection or evaluation where RED finds no defects or problems with RED product will be subject to a No-Trouble Found Inspection Fee of $100. The No-Trouble Found Inspection policy is in place to encourage the Customer to exhaust all technical support resources before shipping product to RED.
9. LIMITATION OF LIABILITY.
IN NO EVENT SHALL RED OR ITS LICENSORS BE LIABLE TO BUYER FOR ANY INDIRECT, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS (HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY), EVEN IF RED OR ITS LICENSORS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL RED'S OR ITS LICENSORS' LIABILITY FOR A PRODUCT (WHETHER ASSERTED AS A TORT CLAIM, A CONTRACT CLAIM OR OTHERWISE) EXCEED THE AMOUNTS PAID TO RED FOR SUCH PRODUCT. NOT WITHSTANDING ANYTHING IN THIS AGREEMENT, IN NO EVENT SHALL RED'S LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY BUYER TO RED FOR PRODUCT IN THE LAST TWELVE (12) MONTHS. IN NO EVENT WILL RED OR ITS LICENSORS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER. IN NO EVENT SHALL RED OR ITS LICENSORS BE LIABLE FOR DAMAGES ARISING OUT OF ANY LATE DELIVERY. THE LIMITATIONS SET FORTH HEREIN SHALL APPLY TO ALL LIABILITIES THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE LIMITATION SET FORTH IN THIS SECTION SHALL APPLY WHERE THE DAMAGES ARISE OUT OF OR RELATED TO THIS AGREEMENT.
10. INDEMNIFICATION.
Buyer shall indemnify, defend, and hold RED and RED's officers, agents other representatives and licensors harmless from all demands, claims, actions, causes of actions, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses incurred (including fees and disbursements of legal counsel) of every kind (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused by Buyer's misuse of the product or by the negligent or willful acts or omissions by the Buyer, or (ii) based on any breach of this Agreement by Buyer.
11. PROPRIETARY INFORMATION.
RED retains for itself and its licensors all proprietary rights, including without limitation all patent, trademark, trade secret, copyright and other intellectual property rights in and to all RED designs, manufacturing processes, engineering details, and other data pertaining to any product sold except where the rights have been assigned pursuant to a written agreement with a corporate officer of RED. The products are offered for sale and sold by RED on the condition that such sale does not convey any right, express or implied, stated or otherwise, under any intellectual property or manufacturing process. RED and its licensors expressly reserves all intellectual property rights in the product. Without limited the foregoing, all software included in the products (including any updates to such software provided to Buyer, if applicable) is licensed to Buyer, not sold, and Buyer shall not transfer any such software apart from the product, or modify, decompile, disassemble or reverse engineer or otherwise attempt to derive the source code of such software.
12. NON-WAIVER.
Failure of RED to insist upon strict performance of any terms and conditions herein shall not be deemed a waiver of any subsequent default of terms and conditions thereof.
13. LAW GOVERNING AND EXCLUSIVE JURISDICTION.
This Agreement is to be interpreted in accordance with the laws of the State of California, United States of America. The sale of any product to Buyer is considered to have taken place in Orange County, California and shall be governed by this Agreement. This Agreement will not be governed by the conflict of law rules or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Exclusive jurisdiction for any dispute arising from the terms and conditions of this Agreement or from the sale of products from RED to Buyer shall be Orange County, California and both Buyer and RED waive all rights to have a dispute brought elsewhere.
14. SEVERABILITY.
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the court or other tribunal making such determination is authorized and instructed to modify this Agreement so as to effect the original intent of the parties as closely as possible so that the transactions and agreements contemplated herein are consummated as originally contemplated to the fullest extent possible.
15. COMPLETE AGREEMENT.
The terms and conditions set forth herein comprise the entire Agreement between RED and the Buyer.