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Terms & Conditions

DIGITAL CINEMA STANDARD TERMS AND CONDITIONS

1. APPLICATION OF THESE CONDITIONS

These Terms apply to all contracts for the sale of goods & services by Digital Cinema Pty Ltd. No amendment, alteration, waiver or cancellation of any of these terms is binding on the Company unless confirmed by the Company in writing. The Customer acknowledges that no employee or agent of the Company has any right to make any representation, warranty or promise in relation to the Goods or the sale of the Goods other than as contained in these Terms.

2. INCONSISTENCIES

Where the supply purports to be made on or subject to terms and conditions other than these conditions, the Purchaser agrees that such other terms and conditions are disregarded and form no part of the Contract unless the Supplier agrees otherwise in writing.

3. ACKNOWLEDGMENT

The Purchaser acknowledges and agrees that:

3.1 the Supplier’s liability under these conditions falls solely on the Supplier; and

3.2 the obligations the Purchaser accepts and warranties the Purchaser makes are accepted and made for the benefit of the Supplier and all of the Supplier’s related bodies corporate.

4. ACCEPTANCE OF ORDERS

4.1 Payments are to be made to the Company without any deduction or discount other than as stated in these Terms or in the relevant invoice or statement. All goods remain the property of Digital Cinema until invoice is fully paid.

4.2 A deposit of 35% of the invoice price must be paid when placing an order.

4.3 Where custom made goods or non stocked items are ordered a 50% deposit is to be paid.

4.4 The balance of the invoice price must be paid in full before delivery.

4.5 Digital Cinema can cancel an order anytime without any noitce and a full refund will be provided.

5. TERMS OF PAYMENT

Terms of payment are cash with order, credit card, bank deposit, bank or personal cheque (cheques must clear in full before goods are released)

6. INSPECTION OF GOODS

Unless the Customer has inspected the Goods and given written notice to the Company within 3 days after collection or delivery that the Goods do not comply with the relevant specifications or descriptions, the Goods are deemed to have been accepted in good order and condition.

7. DELIVERY AND RISK

7.1 While Digital Cinema will use all reasonable endeavours to deliver by the date specified, it does not unless otherwise agreed in writing guarantee delivery on that date and is not liable for any loss resulting from late or early delivery. Delivery of the Goods shall be effected when the Goods are unloaded from the delivery vehicle or placed on the Purchaser’s or the Purchaser’s agent’s nominated carrier. If no date for delivery has been specified, then the Goods shall be supplied to the Purchaser and the Purchaser shall receive the Goods as soon as practicable after the Order has been accepted by the Supplier.

7.2 Risk in the Goods passes to the Purchaser at the time of delivery. Delivery to the Purchaser is deemed to occur at the time of delivery to the Purchaser, its agent or carrier.

8. PASSING OF PROPERTY

8.1 The Supplier’s rights under this clause 8 secure:

8.1.a) the Supplier’s right to receive the price of all Goods sold under this Contract;

8.1.b) all other amounts owing to the Supplier under this Contract or any other contract.

8.2 All payments received from the Purchaser must be applied in accordance with section 14(6)(c) of the PPSA.

8.3 The Purchaser agrees that legal title and property in the Goods is retained by the Supplier until payment is received in cleared funds from the Purchaser of all sums owing to the Supplier, whether under the Contract or otherwise. The Purchaser must keep the Goods separate from other goods and store the Goods so that they are readily identifiable as those supplied by the Supplier.

8.4 The Purchaser must not sell the Goods except in the ordinary course of the Purchaser’s business.

8.5 If the Purchaser fails to pay by the due date any amount owing to the Supplier, the Supplier may (without prejudice to any of its other rights) recover and resell any of the Goods in which property has not passed to the Purchaser. In addition to any rights the Supplier may have under Chapter 4 of the PPSA, the Supplier may, without notice, enter any premises where it expects the Goods may be located and remove them without committing

a trespass, and the Purchaser authorises the Supplier to enter onto the premises where the Goods are kept to take possession of the Goods for that purpose at any time. The Purchaser also indemnifies the Supplier from and against all Loss suffered and or incurred by the Supplier as a result of exercising its rights under this clause 8. If there is any inconsistency between the Supplier’s rights under this clause 8 and its rights under Chapter 4 of the PPSA, this clause 8 prevails.

8.6 The Purchaser acknowledges and warrants that the Supplier has a security interest (for the purposes of the PPSA) in the Goods and any proceeds until title passes to the Purchaser in accordance with this clause 8.

The Purchaser must do anything reasonably required by the Supplier to enable the Supplier to register its security interest with the priority the Supplier requires and to maintain that registration.

8.7 The security interest arising under this clause 8 attaches to the Goods when the Purchaser obtains possession of the Goods and the parties confirm that they have not agreed that any security interest arising under this clause 8 attaches at any later time.

9. CANCELLATIONS

No order may be canceled, modified or deferred without the prior written consent of the Company (which is at the Company’s sole discretion). If such consent is given it is, at the Company’s election, it must incur a 25% restocking fee

10. FORCE MAJEURE

The Company will not be liable for any breach of contract due to any matter or thing beyond the Company’s control (including but not limited to transport stoppages, transport breakdown, fire, flood, earthquake, acts of God, strikes, lock-outs, work stoppages, wars, riots or civil commotion, intervention or public authority, explosion or accident.

11. WARRANTY

All Goods supplied are covered by such warranties as are specified by the manufacturer and supplied subject to the product standards detailed by the manufacturer

12. INSTALLATION

12.1 Invoices must be fully paid 14 days prior to installation

12.2 While Digital Cinema will take a lot of care during the installation process, there may be a need to create access holes to facilitate the running of cables and speakers. Digital Cinema is not responsible for any restoration work if access holes are created.

12.3 Digital Cinema must be contacted if additional installation work is needed on site beyond what has been agreed to

12.4 Digital Cinema is not responsible for any electrical work and all power points must be provided by customer.

13. INTELLECTUAL PROPERTY

Any technical information, knowledge or processing methods at any time transmitted either orally or in writing by the Supplier to the Purchaser shall remain the property of the Supplier and shall be considered absolutely confidential by the Purchaser who shall not use them for any purpose nor sell transfer or divulge them in any manner to anyone without the prior written consent of the Supplier. The Purchaser warrants that the use by the Supplier of any designs or instructions supplied by the Purchaser will not infringe the patents, trade marks, designs or copyright (”intellectual property”) of any other person and the Purchaser agrees to indemnify the Supplier against any claim relating to or arising from the infringement of any intellectual property of any other person. If at any time a claim is made against the Supplier or the Supplier becomes aware that a claim is likely to be made against the Supplier for infringing any intellectual property or contributing to any such infringement by the Supplier or any other person as a result of supplying Goods, the Supplier may immediately terminate or suspend this Contract

14. TAX AND DUTIES

The Purchaser is liable for all taxes (including GST), duties, levies and other government fees and charges in relation to the Goods. Unless specified otherwise, prices quoted do not include such taxes (including GST), duties, etc.

15. GOODS AND SERVICES TAX

15.1 If, and to the extent, any supply of the Goods under the Contract is a taxable supply within the meaning of the GST Law, the price for the Goods will be increased to include GST payable by the Supplier in respect of the supply.

15.2 All rebates, discounts or other reductions in price will be calculated on the GST exclusive price.

15.3 The parties agree that:

15.3.a) the parties must be registered persons within the meaning of the GST Law;

15.3.b) the Supplier must provide tax invoices and if applicable adjustment notes to the Purchaser in the form prescribed by or for the purposes of the GST Law; and

15.3.c) costs required to be reimbursed or indemnified excludes any amount that represents GST for which an input tax credit within the meaning of the GST Law can be claimed.

16. TRANSPORT

If the Purchaser requests delivery by means other than the means normally used by the Supplier, then the Purchaser must pay all additional costs associated with the means chosen. If, within 4 weeks after the Goods are available for dispatch, the Supplier is unable or finds it impractical to transport the Goods by the means chosen, the Supplier may transport the Goods by any means it considers suitable.

17. OTHER DELIVERY PROVISIONS

Delivery may be made in one or more lots and at different times and by separate deliveries or shipments. Each lot must be accepted and paid for, notwithstanding any late delivery or non-delivery of any other lot. If the Supplier allows the Purchaser to nominate a delivery date, such date may not be more than 60 days after the expected date of manufacture of the Goods, as advised by the Supplier to the Purchaser.

1. PRODUCT SPECIFICATIONS AND DESIGN CHANGES

The Supplier may make any changes or improvements to the design or specification of the Goods at any time without giving prior written notice to the Purchaser unless otherwise agreed in writing.

2. INTERNATIONAL BUYERS

If the Purchaser is not in Australia or is not an Australian company, payment must be made by bank deposit. If the Purchaser requires delivery of the Goods outside Australia, purchaser must organise courier pick up from their end. The Purchaser is liable for all taxes, duties, levies and other government fees and charges in relation to the Goods.

3. WARRANTY SERVICING

The Supplier is not responsible for any dismantling or removal of any installed products for warranty claims. The Purchaser is responsible for any installed equipment to be taken in for warranty. The Purchaser is responsible for re-installation of said equipment.

4. RELATIONSHIP OF THE PARTIES

Except as expressly provided in the Contract nothing in the Contract is intended to constitute a fiduciary relationship or an agency, partnership or trust; and no party has authority to bind any other party.

5. SIGNIFICANT REGULATORY CHANGES

Should any significant change in law or regulation (including the introduction of any form of emission or carbon trading scheme or emissions or carbon tax) occur during the Term, the Supplier will subject to clause 11.1 be entitled, by 10 days notice in writing to the Customer, to increase the price payable by the Customer for Products by an amount equal to the increased cost that will be incurred by the Supplier in supplying the Products to the Customer as a result of such significant change.

6. DEPOSITS

All deposits are strictly non refundable.

7. MISCELLANEOUS

7.1 Any of these conditions may be varied in writing by the Supplier unless otherwise agreed between the parties. Any variation to these conditions will only apply to Purchase Orders placed after the condition has been varied.

7.2 The Supplier may set-off any amounts owed by it to the Purchaser under the Contract against amounts owed by the Supplier to the Purchaser on any account whatsoever.

7.3 The waiver by the Supplier of any provision, or breach of any provision of the Contract is not to be construed as a waiver of any other provision or a breach of any other provision, or further breach of the same or any other provision of the Contract.

7.4 If any provision of the Contract is unenforceable or void either in whole or in part for any reason, then that provision (or part) is deemed to be deleted without in any way affecting the validity or enforceability of any other provision.

7.5 The Contract (including the details appearing on the Purchase Order) constitute the entire agreement between the Purchaser and the Supplier and no modification is binding in relation to the Contract unless agreed to in writing by the Supplier.

7.6 Any dispute arising out of the Contract is governed by the laws of the State or Territory of Australia where the Purchase Order was received by the Supplier and the Purchaser submits to the jurisdiction of and agrees to be bound by the Federal Courts of Australia and of that State.

7.7 The following words have the following meanings in these conditions:

7.7.a) “Contract” means the contract between the Purchaser and the Supplier for the supply of the Goods, as described in clause 1;

7.7.b) “Goods” means all goods and/or services ordered in the Purchase Order;

7.7.c) “GST” has the same meaning as in the GST Law;

7.7.d) “GST Law” means the A New Tax System (Goods and Services Tax) Act 1999 (Cth);

7.7.e) “Loss” means any loss, liability, damage, expense or cost whatsoever and includes (without limitation) indirect or consequential loss or damage, loss of profits or business opportunity, and damage to equipment or property;

7.7.f) “PPSA” means the Personal Property Securities Act 2009 (Cth);

7.7.g) “Purchase Order” means a purchase order issued by the Purchaser to the Supplier;

7.7.h) “Purchaser” means the person (including its successors, personal representatives and permitted assigns) who acquires the Goods from the Supplier, and where this consists of more than 1 person the obligations in the Contract are deemed to be joint and several;

7.7.i) “Related Bodies Corporate” has the meaning given to it in the Corporations Act 2001 (Cth); and

7.7.j) “Supplier” means the company identified in the invoice.

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THIS WEBSITE. All users of this site agree that access to and use of this site are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site.

Copyright

The entire content included in this site, including but not limited to text, graphics or code is copyrighted as a collective work under the United States and other copyright laws, and is the property of Digital Cinema Pty Ltd. The collective work includes works that are licensed to Digital Cinema Pty Ltd. Copyright 2003, Digital Cinema Pty Ltd ALL RIGHTS RESERVED. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with Digital Cinema Pty Ltd or purchasing Digital Cinema Pty Ltd products. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with Digital Cinema Pty Ltd or to purchase Digital Cinema Pty Ltd products. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by Digital Cinema Pty Ltd. You further agree not to change or delete any proprietary notices from materials downloaded from the site.

Trademarks

All trademarks, service marks and trade names of Digital Cinema Pty Ltd used in the site are trademarks or registered trademarks of Digital Cinema Pty Ltd. All other trademarks are property of their respective owners.

Limitation of Liability

Digital Cinema Pty Ltd shall not be liable for any special or consequential damages that result from the use of, or the inability to use, the materials on this site or the performance of the products, even if Digital Cinema Pty Ltd has been advised of the possibility of such damages. Applicable law may not allow the limitation of exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Typographical Errors

In the event that a Digital Cinema Pty Ltd product is mistakenly listed at an incorrect price, Digital Cinema Pty Ltd reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. Digital Cinema Pty Ltd reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Digital Cinema Pty Ltd shall issue a credit to your credit card account in the amount of the incorrect price.

Termination

These terms and conditions are applicable to you upon your accessing the site and/or completing the registration or shopping process. These terms and conditions, or any part of them, may be terminated by Digital Cinema Pty Ltd without notice at any time, for any reason. The provisions relating to Copyrights, Trademark, Disclaimer, Limitation of Liability, Indemnification and Miscellaneous, shall survive any termination.

Notice

Digital Cinema Pty Ltd may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to Digital Cinema Pty Ltd.

Miscellaneous

Your use of this site shall be governed in all respects by the laws of the state of NSW, AUSTRALIA, without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this site (including but not limited to the purchase of Digital Cinema Pty Ltd products) shall be in the state or federal courts located in SYDNEY, NSW. Any cause of action or claim you may have with respect to the site (including but not limited to the purchase of Digital Cinema Pty Ltd products) must be commenced within one (1) year after the claim or cause of action arises. Digital Cinema Pty Ltd's failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Digital Cinema Pty Ltd may assign its rights and duties under this Agreement to any party at any time without notice to you.

Use of Site

Harassment in any manner or form on the site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Digital Cinema Pty Ltd or other licensed employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through the site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or other organization.

Participation Disclaimer

Digital Cinema Pty Ltd does not and cannot review all communications and materials posted to or created by users accessing the site, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, Digital Cinema Pty Ltd is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, Digital Cinema Pty Ltd reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to Digital Cinema Pty Ltd in its sole discretion.

Indemnification

You agree to indemnify, defend, and hold harmless Digital Cinema Pty Ltd, its officers, directors, employees, agents, licensors and suppliers (collectively the "Service Providers") from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.

Third-Party Links

In an attempt to provide increased value to our visitors, Digital Cinema Pty Ltd may link to sites operated by third parties. However, even if the third party is affiliated with Digital Cinema Pty Ltd, Digital Cinema Pty Ltd has no control over these linked sites, all of which have separate privacy and data collection practices, independent of Digital Cinema Pty Ltd. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, Digital Cinema Pty Ltd seeks to protect the integrity of its web site and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).

Store Pick-up & PayPal

Please note: Pick up option is not available on purchases made with PayPal and must be delivered to a PayPal verified address as per PayPal terms and conditions. We apologize for your inconvenience.

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