RED Digital Cinema Camera Quick Start Guide

TERMS AND CONDITIONS of Sale

TERMS & CONDITIONS OF SALE – EU

1. TERMS AND CONDITIONS

These terms (“Agreement”) govern the sale of RED® branded goods between RED
Digital Cinema, LLC and the Buyer (“Buyer”). RED Digital Cinema, LLC is the seller of RED
branded goods and RED.COM, LLC is the manufacture of such RED branded goods. For
the purposes of this Agreement, RED Digital Cinema, LLC and RED.COM, LLC are
collectively referred to as “RED”. This document acknowledges receipt of the Buyer’s
order by RED, and confirms the sale of product evidenced by the invoice as expressly
conditioned on the Buyer’s acceptance of the terms and conditions set forth herein.

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thirty (30) calendar days from the date of quotation unless withdrawn in writing sooner.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. Please contact the RED Bomb Squad™ (Customer Service Department) for
Remit To 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 prior to shipment via wire
transfer, cash equivalent (cashier’s check or personal check drawn from a United States
bank), or credit card. RED does not accept branch cash deposits or money grams. RED
has the right to refuse any order, even after accepting payment or partial payment for
such order. RED will credit/refund any such payment made by the Buyer, if RED rejects
the order. Once Buyer has been notified that a product is allocated to them, the Buyer

must have sufficient funds in Buyer’s account to cover the cost of the product or remit

payment in full within five (5) business days, or the order will be cancelled. All cancelled
orders must be re-ordered (order position based on the re-order date).

D. Deposit Payments. Deposit payments may be remitted via credit card payments,
wire transfer or cash equivalent (cashier’s check or personal check drawn from a United
States bank). No more than three separate credit cards may be used per payment. RED
reserves the right to reject any order. RED will credit or refund any payments made if
RED rejects the order.
E. At-Once Order Payments. At-once payments may be remitted via credit card

payments, wire transfer or cash equivalent (cashier’s check or personal check drawn

from a United States bank). No more than three separate credit cards may be used per
payment. If a credit card is provided at the time the order is placed, Buyer authorizes
RED to charge that credit card for the full purchase amount at the time of shipping
without additional confirmation from Buyer. RED reserves the right to reject any order.
RED will credit or refund any payments made if RED rejects the order.
F. Balance Payments. Buyer must pay the full remaining balance of the invoice before
order will be processed for shipment. Full balance payment must be made within five (5)
business days of order confirmation or the order will be cancelled and the product
allocated to the order will be released back to open inventory and may be unavailable
thereafter. Balance payments may be remitted via credit card payments, wire transfer or
cash equivalent (such as money order, cashier’s check, or personal check drawn from a
United States bank). No more than three separate credit cards may be used per
payment. Buyer authorizes RED to charge the same credit card(s) used for the initial
order deposit or charge the credit card on file for the remaining balance payment
without additional confirmation from Buyer. RED reserves the right to reject any order.
RED will credit or refund any payments made if RED rejects the order.

4. DELIVERY AND ACCEPTANCE

Unless otherwise provided by RED in writing, all product shipments shall be made
Carriage Paid To Destination (CPT-Destination) from the RED facility at Irvine, California,
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,
the shipments will be made “ex works” (Incoterms 2010) from RED’s facility, Irvine,

California.

5.

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.

6.

Acceptance of the product by the Buyer shall occur no later than fifteen (15) days after
shipment. Product not rejected during this fifteen-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.

7. 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.

8. WARRANTY

RED warrants all products will be of good quality and free from material defects in
materials and workmanship. Upon the expiration of the time periods identified below, all
liabilities of RED will terminate. In no event shall RED be liable for consequential
damages. RED may use refurbished parts for repairs or replacements. Certain products
may be subject to a separate software license agreement.
A. Standard Warranty. A Standard Warranty is granted to the original purchaser by
RED for a period of one (1) year, parts and labor, for the camera and camera accessories,
Digital Media, RED ROCKET, and REDRAY device, excluding Batteries. Standard Warranty
for Batteries is ninety (90) days or charge cycles of less than 400, whichever comes first.
The Standard Warranty covers parts and labor charges for products that have been
returned pre-paid shipment to an Authorized Service Center. All warranty returns shall

be done in accordance with RED’s warranty Return Merchandise Authorization (“RMA”)

policy. Any repaired or replaced product shall be warranted as set forth in this section
for a period the greater of (i) the balance of the applicable warranty period relating to
such product or (ii) ninety (90) days after it is received by Buyer. Only the components
that were repaired or replaced will be eligible for the 90-day period as set forth above.

The Standard Warranty effective date is the date of “ex works” from Irvine or when

Buyer picks up product at designated RED shipping facility.

9.

RED Refurbished Product Standard Warranty – All RED products sold as refurbished are
warranted for a period of ninety (90) days.

10

Certain RED products may contain an additional warranty beyond the Standard
Warranty. Such a warranty only applies if the warranty is expressly contained on the
product invoice. The warrant covers parts and labor for the period specifically stated on
the product invoice.
A. Sensor Upgrade Standard Warranty. The Sensor Upgrade and associated parts and
labor is warranted for a period of ninety (90) days. The Sensor Upgrade Standard
Warranty covers parts and labor charges for products that have been returned pre-paid
shipment to an Authorized Service Center. All warranty returns shall be done in

accordance with RED’s Return Merchandise Authorization (“RMA”) policy. Any upgraded

or replaced component shall be warranted as set forth in this section for a period the
greater of (i) the balance of the applicable Standard Warranty period relating to such
product or (ii) ninety (90) days after it is received by Buyer. The Sensor Upgrade

Standard Warranty effective date is the date of “ex works” from RED’s Irvine, California

facility or when Buyer picks up product at designated RED shipping facility. All parts
replaced by RED during the Sensor Upgrade are the property of RED and will not be
returned to Buyer.
B. Optional Extended Warranty. A non-transferable Extended Warranty (RED Armor
and/or Upgrade Armor) is available on select products for an additional cost. The

Extended Warranty may only be purchased once during a product’s lifetime and must

be purchased prior to product shipment. The Extended Warranty is for a period
(specified on the invoice) after the standard warranty ends, covering parts and labor for
the covered product. The Extended Warranty does not cover Digital Media and Batteries.
The Extended Warranty is non-transferrable. If the covered product is sold, the Extended
Warranty automatically terminates. The Extended Warranty covers parts and labor
charges for covered products that have been returned pre-paid by insured shipment to