1. Interpretation
1.1. In the Contract:
‘Charges’ means the charges agreed between the parties for the hire of the Equipment, for Services and for the purchase of consumables as set out in the Quotation.
 ‘Company’ means Media Film Service Ltd (trading as ARRI Media) and its successors and assigns of 2 Highbridge, Oxford Road, Middlesex UB8 1LX.
‘Contract’ means these conditions and the Quotation
‘Customer’ means the person, persons or company hiring the Equipment.
‘Equipment’ means all articles and materials taken on hire from the Company by the Customer in the course of its business.
‘Goods’ means any goods to be supplied to the Customer by the Company (including any part or parts of them) under the Contract.
 ‘Quotation’ means the quotation addressed to the Customer which shall lapse 3 calendar months from the date of such Quotation unless accepted in writing by the Customer before the expiry of such 3 calendar months.
‘Services’ means the services (if any) to be provided by the Company to the Customer (including the installation, delivery, collection and maintenance of the Equipment and the provision of personnel) as agreed between the parties.

2. Quotation
2.1 Details of the Charges and any hire period are set out in the Quotation.
2.2 The Charge for the Equipment commences on the day the Equipment leaves the Company’s premises and terminates at the end of the agreed hire period, providing that the Equipment has been returned to the Company in the same condition it was in at the commencement of the hire (fair wear and tear excepted).
2.3 In the event that the Equipment is lost, damaged or destroyed, the period in respect of which a Charge shall be payable shall continue until such time as the Equipment is recovered and returned to the Company or (if damaged) is repaired and available for re-hire or (if destroyed) is replaced by an equivalent or comparable item available for hire. Any such additional hire charge for lost, damaged or destroyed Equipment shall not exceed an amount equal to thirteen weeks rental of that Equipment.
2.4 All dealings under the Contract will be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document) and no terms or conditions endorsed upon, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document will form part of the Contract simply as a result of such document being referred to in the Contract.

3. Sale of Goods
3.1 Each order for Goods by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Goods subject to these conditions and shall not be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company delivers the Goods to the Customer.
3.2 The description of the Goods shall be as set out in the Quotation only.
3.3 Where the Company is not the manufacturer of the Goods, the Company will endeavor to transfer to the Buyer the benefit of any warranty or guarantee given to the Company.
3.4 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by section 12 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Contract.
3.5 Any liability of the Company for non-delivery of the Goods shall be limited to replac­ing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

4. Payment
4.1 Unless specific payment terms are agreed between the parties prior to the commencement of the Contract and recorded in the Quotation, the following conditions shall apply.
4.2 Payment of Charges for the Equipment and the Goods must be made in full within thirty days of the date of the Company’s invoice.
4.3 Payment in respect of the Services must be made in full within seven days of the date of the Company’s invoice.
4.4 If the Customer fails to make any payment on the due dates, the Company shall be entitled to charge the Customer interest on the unpaid amount at the rate of 1.5% per month until payment in full is made whether before or after judgment.
4.5 The Charges and any other charges in relation to this Contract are exclusive of any applicable value added tax, which the Customer shall be additionally liable to pay to the Company at the rate from time to time in force.
4.6 Payment shall be made without any deduction, set-off, counterclaim or other deduction, time for payment shall be of the essence and no payment shall be deemed to have been received until the Company has received cleared funds.

5. Delivery and Risk
5.1 Any dates quoted for the delivery of the Equipment, the Goods or the provision of the Services are approximate only and the Company shall not be liable for any delay in delivery or provision howsoever caused.
5.2 If, upon delivery of the Equipment or Goods, the Customer discovers that the Equipment or Goods are damaged or malfunction in any way, it shall notify the Company within 24 hours of delivery. If the Customer does not notify the Company accordingly, the Customer shall not be entitled to reject the Equipment or Goods and the Company shall have no liability for such defect or failure and the Customer shall be bound to pay the charges as if the Equipment and Goods had been delivered in accordance with the Contract. The Company shall endeavor to replace any faulty Equipment which is notified in accordance with this clause as soon as is reasonably practicable.
5.3 All Equipment and Goods shall, immediately upon delivery and thereafter, be the responsibility of and at the risk of the Customer though for the avoidance of doubt property in the Equipment shall remain at all times with the Company notwithstanding that the Customer shall be liable for any theft, loss, damage or destruction howsoever caused to the Equipment.
5.4 Unless otherwise agreed in writing by the Company, delivery of the Equipment and Goods shall take place at the Company’s place of business and the Buyer will take delivery of the same within 5 days of the Company giving it notice that the Equipment and Goods are ready for delivery, after which delivery shall be deemed to have occurred.
5.5 Where delivery to the Customer’s premises is effected by a third party, delivery for these purposes shall be deemed to have occurred when the Equipment and Goods leave the Company’s premises or the premises of the third party supplier.
5.6 Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of the Goods and all other sums which are or which become due to the Company from the Buyer on any account.
5.7 Until ownership of the Goods has passed to the Buyer, the Buyer must hold the Goods on a fiduciary basis as the Company’s bailee, maintain the Goods in satisfactory condition and keep them insured on the Company’s behalf for their full price against all
risks to the reasonable satisfaction of the Company. On request the Buyer shall produce the policy of insurance to the Company; and hold the proceeds of the insurance referred to in condition 5.7 on trust for the Company and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
5.8 The Buyer’s right to possession of the Goods shall terminate immediately if the Buyer encumbers or in any way charges any of the Goods or upon the happening of the events giving rise to the Company’s right to terminate the Contract.
5.9 The Company shall be entitled to recover payment for the Goods notwithstanding that ownership of any of the Goods has not passed from the Company.
5.10 The Buyer grants the Company, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
5.11 The Company shall provide the Services with reasonable and skill and in accordance with all statutory regulations.  No other warranties express or implied are given by the Company under this Contract including for the avoidance of doubt any warranty of satisfactory quality or fitness for purpose.

6. Use of the Equipment
6.1 If the Equipment becomes defective during the hire period through no fault (directly or indirectly) of the Customer, the Company may, at its discretion, either replace the Equipment or repair any defective part providing the defective Equipment or part is returned to the Company at the place from which it was hired, with the costs of carriage, insurance and handling charges paid by the Customer. Alternatively, the Company may, at its discretion, pay the reasonable cost of the repair or, the replacement of the Equipment by a dealer approved by the Company for that purpose and on terms acceptable to the Company.
6.2 The Customer will at all times during the hire period:
6.2.1 Keep the Equipment in its possession and under its control and not purport to sell, loan, assign, pledge or permit any lien to be created over it or any part of it;
6.2.2 Ensure that the Equipment is used in a proper manner with the benefit of such permissions, licences or permits as may be required, in accordance with all statutory regulations and only by persons having the appropriate qualifications;
6.2.3 Not hold or use the Equipment (nor permit others to do so) in a manner which will or may cause any provision of the insurance policies referred to in condition 7 to be broken;
6.2.4 Take proper care of the Equipment and ensure that it is safely and properly stored;
6.2.5 Inform in writing any person to whom a debenture or charge over any part of the Customer’s assets is to be granted that the Equipment is not the property of the Customer.
6.3 The Customer will not, without prior consent of the Company in writing, which consent may be withheld at the Company’s absolute discretion, allow the Equipment to be removed outside the United Kingdom or to be used in any abnormal or hazardous assignment.

7. Credit
7.1 As a condition to the hire of Equipment from the Company, the Customer hereby agrees that provided the Project is photographed primarily with the Company’s cameras and lenses, the Customer shall give the Company credit on all media in which the Project is distributed, exhibited or otherwise exploited, including, without limitation, negative film stock and all forms of digital media.
7.2 The Customer shall use its reasonable commercial efforts to ensure that all third-party distributor(s) of the Project comply with the Customer’s credit obligation; provided, however, that so long as the Customer has exerted such reasonable commercial efforts, failure of such third parties to comply, shall not constitute a material breach of this Contract.
7.3 If the Project is produced for television, the Customer shall be relieved of the credit obligation if the Project does not accord any technical credits.

8. Liability and Indemnity
8.1 The Company does not exclude or limit any liability for death or personal injury caused by its negligence or for its fraudulent misrepresentation.
8.2 Without prejudice to clause 6.1, the Company shall not be liable for any direct or indirect loss of profit nor for any indirect loss, damage, costs, claims, demands or expenses whatsoever or howsoever caused, whether resulting from the Company’s negligence or otherwise, under or in any way in connection with the Contract.
8.3 The Customer will indemnify and keep the Company and it’s employees fully and effectively indemnified in full and on demand against all claims, demands, costs, actions, expenses (including professional advisors’ fees) or proceedings made against them by any third party, arising out of or in any way in connection with the Customer’s failure to comply with any of the provisions of the Contract.  
8.4 Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract rate against any invoice raised for such Goods.

9. Insurance
9.1 The Customer shall effect the following insurances:
9.1.1 An all risks insurance policy on all items of the Equipment for their full replacement value (including without limitation cover against loss, theft or damage to the Equipment).
9.1.2 A third party liability insurance policy covering the liability of the Customer and of the Company for death, injury and damage to or loss of property arising directly or indirectly out of the use or possession of the Equipment and the Customer shall at the commencement of the hire period give notice to the insurer of the Company’s interest in such policy.
9.2 The policy in respect of such insurance and evidence of payment of premiums shall, when requested by the Company, be produced to the Company for inspection.
9.3 The Customer shall give written notice to the Company of any occurrence which will or may give rise to a claim being made on any insurance pursuant to this clause and such notice shall be given within twenty four hours of the occurrence being first known to the Customer.
9.4 The Customer shall, at its own cost, assist the Company in securing the settlement of any claim and the payment to the Company of the value of such claim so far as it relates to the Equipment or to the liability of the Company to any third party.