Terms and Conditions

1.    General; Scope 

The terms and conditions delineated herein shall be the sole terms and conditions which apply to all   current and future business transactions of Digital Film Technology GmbH, Darmstadt, Germany and Digital Film Technology LLC, Burbank, California, United States of America.   
Unless DFT 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 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 lock-up 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, Contractual penalty 

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 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 DFT, it must nevertheless make payment. 

3.2 If prior to the execution of the order the cost increase or other circumstances occur that occurred after the order was confirmed and were not foreseeable, DFT is entitled to adjust the prices accordingly. The price increase must be within the changed circumstances. 

3.3 Unless otherwise stated in DFT's proposal, invoices from DFT are due upon DFT 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 9% above the basic interest rate. DFT reserves its right to assert any further claims regarding damages resulting from a default. In the case of agreement to pay in instalments, all debts owed by the customer shall be immediately due if the customer is at least 10 days in arrears with an instalment payment. 

3.4 The customer can offset its payments only if its counterclaim thereto has 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. 

3.5 DFT will only accept contractual penalties if they are individually negotiated, put down in writing and signed by DFT. Contractual penalties in the customer's general terms and conditions are in no way binding. All contractual penalties include the rights according to sections 339 subsequent BGB (German Civil Code) with the proviso that the person who wants to derive rights from a contractual penalty promise must present and prove all the prerequisites for this. Any contractual penalty can be offset against other claims for damages. DFT reserves the right to prove that no or only minor damage was incurred which the contractual penalty incurs and to reduce the contractual penalty accordingly. If a forfeited contractual penalty is disproportionately high, it can be reduced by judgment according to section 343 BGB (German Civil Code). Section 348 HGB (German Commercial Code) is not applicable.