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Christie Digital Christie Digital

Sales terms and conditions

Last updated: December 18, 2025

1. Purchase and sale

The purchase order will be subject to acceptance or rejection by Christie (acceptance may be evidenced in writing or by shipment of the Products). Upon acceptance of the purchase order by Christie, the Purchaser and Christie will be in a binding agreement for the purchase and sale of the Products and provision of Services on these terms and conditions (the “Agreement”).

2. Applicable terms and conditions

Nothing contained in any purchase order, sales confirmation or other document will modify this Agreement unless agreed to in writing by both parties.

3. Delivery and risk of loss

  1. Unless otherwise agreed by Christie,

    1. shipments of the Products will be made EXW warehouse at such location as Christie may designate, Incoterms® 2020,
    2. all risk of loss of or damage and, if the Purchaser is located in the United States of America or Canada, title, to the Products will pass from Christie to the Purchaser upon delivery to the carrier for shipment. If the Purchaser is located outside of the United States of America or Canada, title to the Products will not pass to the Purchaser until Christie has received in cash or cleared funds representing payment in full of the price of the Products, and
    3. Purchaser will pay all freight and insurance charges, all duties, value added, sales, use, excise or similar taxes, and any and all costs or charges incurred after delivery of the Products to the carrier for shipment.
  2. Christie will not be liable in any respect for any loss or damage caused by any failure or delay in making delivery.

4. Payment

  1. Unless otherwise agreed to in writing by both parties and subject to satisfactory credit approval, payment terms are net 30 days from the date of invoice and invoices may be sent at any time on or after shipment of the Products, or completion of the Services. All payments for Products and Services are payable in U.S. dollars.
  2. If Purchaser fails to make payment in full by the due date then, without prejudice to any other rights or remedies available to Christie, Christie will be entitled to:
    1. charge the Purchaser interest on the unpaid portion of any invoice not paid in full when due at a rate equal to the lower of 1.5% per month (a part month being treated as a full month for the purpose of calculating interest) of the unpaid balance or the highest interest rate permitted under applicable law,
    2. terminate and cancel any other agreements with the Purchaser, and
    3. withhold warranty coverage contemplated by section 9.
  3. If a governmental authority imposes any new tariffs, duties, or fees (“New Tariffs”) on the importation of the Products (or components thereof) that are imported by Christie to fulfill the Purchaser’s purchase order for such Products, (i) Christie shall have the right to increase the sale price of such Products to the Purchaser by 70% of the percentage of the New Tariffs (“Price Increase”) (e.g., a 25% tariff would result in a 17.5% (70% x 25%) increase in the sale price), (ii) the Purchaser will be liable for such Price Increase and (iii) such Price Increase will be reflected on Christie’s invoice for the Products. By way of example, if the New Tariffs are 25% and the quoted Product price is $1,000, then Christie’s invoice to the Purchaser will be $1,175 ($1,000 plus 70% of the $250 in New Tariffs (25% of $1,000)).

5. Deposit (if applicable)

If a deposit is required in respect of any Product, the following will apply:

  1. Purchaser will pay the deposit by wire transfer to Christie within 7 days of purchase order issuance;
  2. the deposit will be applied to payment of the purchase price of the applicable Product;
  3. unless otherwise agreed in writing by Christie, the deposit will not be refundable to Purchaser; and
  4. manufacturing of the applicable Product and components thereof will not begin until Christie’s receipt of the deposit.

6. Product specifications

The specifications of the Products are those set out in Christie’s catalogue in effect from time to time. Christie reserves the right to make any changes in the specifications of the Products that are required to conform to any applicable laws or that do not materially affect the quality or performance of the Products.

7. Purchaser facility access (if applicable)

Where the Services require that the personnel of Christie or its subcontractors have access to the Purchaser’s facility, the Purchaser will provide such access and will provide such resources and items as may be reasonably necessary.

8. Acceptance, rejection, etc.

  1. Where the Services include installation of the Products by Christie, the Purchaser will be deemed to have accepted the Products upon certification by Christie to the Purchaser that the Products have been installed and are operating properly.
  2. Where the Services do not include installation by Christie, Purchaser will inspect all Products immediately upon delivery to the final shipping destination and will accept or reject the Products within 10 days after the date of delivery. Purchaser may only reject Products that are non-conforming goods or which are defective. Any failure to reject Products within such 10 day period will be deemed acceptance. Purchaser expressly waives any right Purchaser may have to revoke acceptance after the expiration of such 10 day period.
  3. Acceptance of Products by Purchaser will be without prejudice to any rights Purchaser may have under the warranty pursuant to section 9(a).
  4. No Products may be returned to Christie except in accordance with Christie’s return policy, which, among other things, requires that a return material authorization (RMA) number be obtained prior to returning any item to Christie.

9. Warranty

  1. Provided that the Purchaser has paid to Christie all amounts owing to Christie in payment for the Products and Services, the Products are warranted to Purchaser under Christie’s standard limited warranty, a copy of which will be provided by Christie upon request. Notwithstanding the foregoing, the standard limited warranty will not apply in respect of any defects arising from any design or specifications provided by the Purchaser.
  2. Except as expressly set forth in this agreement, Christie makes no other warranties whatsoever to purchaser, and specifically disclaims all other warranties, whether written or oral, express, implied or statutory, including without limitation any implied warranty of merchantability, satisfactory quality, fitness for a particular use or purpose or non-infringement.

10. Limitation of liability

Under no circumstances will Christie be liable to purchaser for any consequential, incidental, indirect, special or punitive damages, including without limitation damages for lost profits, lost revenues, lost business or loss of use of products, whether or not Christie is advised that such damages will or may occur, and whether such damages are claimed based on breach of contract, breach of warranty, negligence, strict liability in tort, or any other legal or equitable theory. No action, regardless of form, arising out of this agreement or the sale of products to purchaser may be brought against Christie more than one year after the date of accrual of the cause of action.

11. Indemnification by Purchaser

Purchaser will indemnify Christie, its affiliates, and their respective officers, directors, shareholders, employees, agents, legal representatives, successors and assigns from and against any claim, damage, liability, loss, cost, expense, obligation, action or cause of action arising out of any breach by Purchaser of its obligations under this Agreement or any negligent or willful misconduct of Purchaser. Purchaser's obligations under this section 11 will survive the expiration or termination of this Agreement.

12. Infringement

  1. Christie will indemnify Purchaser and its officers, directors, shareholders, employees, agents, legal representatives, successors and assigns from and against any claim, damage, liability, loss, cost, expense, obligation, action or cause of action arising out of any actual or alleged infringement of any Products sold by Christie to Purchaser on any patent, trademark or copyright of any third party, provided that:
    1. Purchaser gives Christie prompt written notice of any third party claim which is or may be covered under this indemnity, and
    2. Christie is given full power and authority to defend or settle any such third party claim.
  2. Purchaser may, by counsel of its own choosing and at its sole expense, participate in any legal proceeding or settlement relating to any matter as to which a claim is made by Purchaser under this indemnity.
  3. In the event of any infringement of any Products on any patent, trademark or copyright of any third party, Christie will, at its sole option and expense:
    1. modify the infringing item to make it non-infringing,
    2. replace the infringing item with a non-infringing item with equal or better functionality,
    3. procure for Purchaser the right to continue using the infringing item, or
    4. if none of the above alternatives is commercially practical, refund the purchase price of the infringing item less depreciation computed on a three year straight-line basis.
  4. Christie will not have any liability under the indemnity set forth in section 12(a) for, and Purchaser will indemnify Christie, its affiliates, and their respective officers, directors, shareholders, owners, employees, agents, legal representatives, successors and assigns from and against any claim, damage, liability, loss, cost, expense, obligation, action or cause of action arising out of:
    1. compliance with the Purchaser’s designs, specifications or instructions,
    2. modification of any Product by a party other than Christie,
    3. the use of any Product in combination with any other product, or
    4. the use of any Product in any manner which infringes a method or process patent.
  5. The provisions of this section 12 are in lieu of all other express, implied or statutory warranties against infringement and will be the sole and exclusive remedy for intellectual property infringement of any kind. In no event will Christie’s total liability for such infringement exceed the aggregate sum paid by purchaser for the allegedly infringing product.

13. Software

  1. Off-the-Shelf Software. Any third party, standard, off-the-shelf software included or installed in any Products is provided under the end user license agreement applicable to such software.
  2. Other Software. The Purchaser will not acquire any ownership interest in any software or firmware installed in any Products as of the time of sale of such Products to Purchaser, or in any software or firmware update or upgrade made available by Christie for any Products after the time of sale of such Products to Purchaser. The Purchaser will be entitled to use such software or firmware, or any such software or firmware updates or upgrades, solely for purposes of, and in connection with, use of the Products.

14. Intellectual property rights

All intellectual property generated or derived by Christie in the course of performing the Services will be the exclusive property of Christie. Christie reserves all of its rights in its intellectual property including all patents, trademarks, copyrights, trade secrets, design rights and other intellectual property, and Purchaser agrees that Purchaser will have no interest in any such intellectual property. Purchaser will not acquire any intellectual property rights in or to any Product modifications (including software modifications) developed by Christie in the course of performing this Agreement. Purchaser will at all times respect all intellectual property rights of Christie.

15. Confidentiality

“Confidential Information” means all non-public technical, financial or business information, including without limitation technology, inventions, data, software, price lists, customer lists, marketing plans and financial statements, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement, in whatever form disclosed, whether by written material, oral disclosure or visual demonstration, or by observation by the Receiving Party.

Each party agrees to hold the other party’s Confidential Information in strict confidence and not to disclose such Confidential Information to any third party without the prior written consent of the Disclosing Party. The Receiving Party agrees to use Confidential Information of the Disclosing Party only in connection with the Receiving Party’s performance under this Agreement and for no other purpose.

The Receiving Party will use the same degree of care, but no less than a reasonable degree of care, as it uses with respect to its own Confidential Information to prevent unauthorized disclosure of the Disclosing Party’s Confidential Information to third parties.

The restrictions of this section 15 do not apply to information that is (a) known to the Receiving Party at the time of receipt, (b) independently developed by the Receiving Party without any use of the Disclosing Party’s Confidential Information, (c) lawfully obtained by the Receiving Party from a third party not bound by any obligation of confidentiality to the Disclosing Party, (d) in the public domain when received or thereafter enters the public domain through no fault of the Receiving Party; (e) provided by the Disclosing Party to third parties without restriction; or (f) disclosed by the Receiving Party pursuant to statute, regulation, or the order of a court of competent jurisdiction, provided that the Receiving Party promptly notifies the Disclosing Party of such required disclosure in order to permit the Disclosing Party to seek a protective order or other appropriate relief.

The Disclosing Party will be entitled to enforce the provisions of this section 15 by injunctive or other equitable relief, without need of showing actual damages.

16. Export controls

Purchaser will comply with all applicable export control laws as in effect from time to time.

17. Force majeure

If the performance of this Agreement or of any obligation hereunder by either party is prevented by reason of war, civil disturbance, terrorism, fire, flood, earthquake, typhoon or other natural disaster, strikes, labor disputes, governmental action, health epidemic or pandemic, or any other act or condition whatsoever beyond the reasonable control of such party, such party will, except for payment obligations, be excused from performance for so long as such cause continues.

18. Enforcement

  1. If Purchaser fails to pay any amounts owing to Christie, Purchaser will reimburse Christie for all collection costs and expenses, including without limitation reasonable legal fees, incurred by Christie in collecting such amounts. In addition, if litigation is commenced by either party in connection with this Agreement, the prevailing party in such litigation will be entitled to recover its costs and legal fees incurred in connection with such litigation, including any appeal.
  2. The rights and remedies of the parties hereunder are cumulative, and the exercise of any one right or remedy will not prejudice the exercise of any other right or remedy.
  3. If any provision of this Agreement is found to be invalid or unenforceable by law, that provision will cease to operate and will be considered severed from this Agreement. All remaining provisions will continue to be valid and binding on the parties.
  4. No failure to exercise, and no delay in exercising, any right or remedy on any one occasion will limit or constitute the waiver of the exercise of any right or remedy on any other occasion. To be effective, any waiver must be in writing and signed by the party making the waiver. No waiver of any provision will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver.

19. Termination

  1. Either party may terminate this Agreement upon written notice to the other party if the other party fails to remedy a material breach of any of its representations, warranties or other obligations under this Agreement within 30 days following receipt of a written notice of said breach.
  2. Either party may immediately terminate this Agreement upon written notice, but without prior advance notice, to the other party if:
    1. the other party is declared insolvent or bankrupt by a court of competent jurisdiction,
    2. a voluntary petition of bankruptcy is filed in any court of competent jurisdiction by such other party, or
    3. this Agreement is assigned by such other party for the benefit of creditors.
  3. Upon the termination of this Agreement:
    1. all rights and duties of the parties under this Agreement will terminate except to the extent otherwise expressly provided in this Agreement, and
    2. each party will, at the request of the other party, return to the other party any Confidential Information of the other party or certify that such Confidential Information has been destroyed.

    Purchaser expressly acknowledges and agrees that Christie may exercise its termination rights without incurring any obligation or liability to Purchaser by reason of such termination.

  4. Sections 9-18, 19(c), 19(d), and 21 and any accrued payment obligations or existing claims will survive any expiration or termination of this Agreement.

20. Notices

Any notice or other communication to be given under this Agreement will be in writing and will be deemed given on the third day after the date of mailing when mailed by registered or certified mail, postage prepaid, return receipt requested, or when sent by recognized courier service (such as FedEx), or on the date of actual delivery, whichever is the earlier, and will be sent to Purchaser at the Purchasers address shown on the purchase order and to Christie at 10550 Camden Drive, Cypress, California, USA 90630, or at such other address as either party may hereafter designate by written notice to the other.

21. General

This Agreement:

  1. constitutes the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes and replaces all written and oral agreements in respect thereof;
  2. is governed by the laws of the State of California, USA;
  3. is not subject to the UN Convention on Contracts for the International Sale of Goods;
  4. is not assignable by the Purchaser without the prior written consent of Christie; and
  5. is binding on, and will enure to the benefit of, the parties and their respective successors and permitted assigns.

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