Terms and Conditions for Distance Sales - Professionals
CinemaNext sa
Company Number: 0865.818.337
Rue Princesse Astrid 1, Parc Artisanal de Blegny
4671 Barchon, Belgium.
Contact: https://shop.cinemanext.com/contact
Hereinafter referred to as “CinemaNext”
1.1. These general terms and conditions of sale (the “General Terms and Conditions of Sale” or “GTC”) are applicable exclusively to remote sales agreements between CinemaNext and the business customer (the “Customer”) that wishes to order goods and services online (“Products”) on its website shop.cinemanext.com (the “Website”). A professional is any natural or legal person who is acting within the framework of their (non-)commercial, industrial, or artisanal business. Individuals who do not meet this definition may not purchase through the Website.
1.2. These General Terms and Conditions of Sale and order confirmations are contractual documents that are binding on the parties. They supersede all other general terms and conditions of the Customer even if the application of these has not been expressly refused by CinemaNext.
1.3. The fact that a Customer orders on the Website implies its unreserved acceptance of the GTC that are downloadable and printable usi ng a link near the bottom of the home page that confirms acknowledgment and acceptance of the GTC .
2. Offers and Orders
2.1. Each Product offered for sale has a description accessible on the Website. This description lists the essential characteristics of the product. The Customer should refer to the presentation of each product in order to know its technical specifications and any notices or other information concerning the product or its packaging.
2.2. Visual presentations of the products (images, photos, drawings, etc.) on the Website are provided for illustrative purposes only.
2.3. Products are offered on the Website within the limits of available stocks and delivery times are displayed when the order is confirmed.
2.4. CinemaNext reserves the right to modify the specific features of the related Products depending on technical circumstances.
2.5. To access all the Website’s features, the Customer must register by entering a personal username and password. Account creation is subject to validation by CinemaNext. Once his/her account is validated, he/she identifies himself or herself in this way every time he/she places new orders on the Website or wants to access his/her personal data. To place an order, the Customer fills his/her virtual shopping cart with the selected products, desired quantities, and confirms by clicking the “Order Confirmation” button. He/she provides all information needed for his/her identification, the delivery and method of payment.
2.6. Before clicking on the “Validate” button, the Customer can check the details of his/her order, return to the previous pages to change it if needed, and obtain the final price before its validation. The order is only final when the total payment of the corresponding price is made, unless there are special conditions. Special terms of payment that deviate from the full payment of the order only apply if they have been explicitly accepted in writing by the parties no later than upon validation of the order.
2.7. CinemaNext will send the Customer a n email acknowledging receipt of the order with the ordered products and the order number. This information is also sent to the Customer in tangible form no later than at the time of delivery.
2.8. Modification of an order by the Customer after its validation is subject to CinemaNext’s acceptance.
2.9. Communications, order confirmations and invoices may be produced as proof of the agreement. The Customer’s provision of his/her credit card information and the final order confirmation are proof of the entirety of the order and the total payment due.
2.10. Product orders and delivery do not include any services associated with the Products, such as physical or IT installation, training, the provision of equipment or tools necessary for installation, or specific contractor services.
3. Price and Payment Term
3.1. The sale price of the Product is the final price displayed on the Website at the time of validation of the order expressed in Euros (or in British Pounds for customers based in the UK), excluding tax and all taxes included (VAT).
3.2. The prices do not include the delivery fees indicated to the Customer before he/she validates his/her order and are billed to him/her in addition to the Products. Customs charges are also not included in the price and are fully charged to the Customer.
3.3. CinemaNext reserves the right to change its prices at any time while ensuring the application of the price in effect at the time of order. In the event of a manifest error on the sale price of a Product, CinemaNext will notify the Customer of such error as soon as possible and cancel the order of such Product.
3.4. Following the validation of the order, an invoice is sent to the Customer at the billing address he/she indicated with the name of the parties, address, date and number of the purchase order, quantity and description of products, price, taxes, freight charges.
3.5. Payment when validating the order is via credit card via the Secure Website. This Website is registered with “Stribe” security. All payment costs generated by the purchase and not attributable to CinemaNext (e.g., cancellation, refusal of payment, exceeding the authorised payment limit, etc.) are borne by Customer. In the event of non-payment or refusal to authorise payment for the order by accredited institutions, the order may be cancelled by CinemaNext.
4. Delivery and Risk Transfer
4.1. The products are delivered to the address indicated at the time of order by the Customer who must provide all the accurate information necessary for delivery (company name, address, access code, telephone number where the Customer or his/her representative can be contacted, etc.) If the information required for delivery is missing, the order may be cancelled by CinemaNext.
4.2. Delivery times are provided as a guide only and are respected whenever possible. These delivery times will be automatically extended for the duration of any delay that the Customer may have in performing his/her own obligations with respect to CinemaNext or its subsidiaries or partners, even under other agreements. Freight charges and delivery times applicable to the order are indicated prior to the Customer’s validation of the order. CinemaNext also reserves the right to cancel any or all of an order of Products whose delivery would be rendered disproportionately difficult or expensive due to the occurrence of a Force Majeure event.
4.3. CinemaNext is not liable in case of loss or damage of the product caused by the Customer, or due to an unpredictable and insurmountable action by a third party to the agreement designated by the Customer and other than the carrier proposed by CinemaNext.
4.4. The Customer or his/her representative undertakes to take possession of the Product at the address he/she indicated when placing the order and to prove his/her identity or that of his/her representative. CinemaNext reserves the right to claim from the Customer the fees, including storage and maintenance fees, that result from the Customer’s delay in performing his/her obligation to receive, without prejudice to the right of CinemaNext to cancel the order and /or request further compensation from the Customer. If CinemaNext agrees, at the Customer’s request, to delay delivery of the Product(s), a monthly storage and maintenance fee of a minimum rate of one percent (1%) of the net value of the Product(s) to be stored shall be billed by CinemaNext to the Customer, one month after the transfer of risks.
4.5. The Customer agrees to sign the delivery slip presented by the carrier and immediately inspect the Product(s) upon delivery. If the Customer finds upon delivery that an item is missing or the Products have suffered damage, he/she must notify the carrier of his/her reserves on the delivery note he/she signed by adding the word “damaged”. Failure to comply with these formalities obliges the Client to compensate CinemaNext for any damage suffered by the loss of its remedy against the carrier.
Any defects discovered by the Customer post-inspection upon delivery must be notified to CinemaNext without delay and, in any event, within three (3) business days of delivery. The written notification must accurately describe the defect. If there is no notification within this time frame, the Product(s) is (are) deemed to be accepted with respect to visible defects.
4.6. In the event that CinemaNext agrees, as a result of the Customer’s claim that the Product is affected by a defect, to exchange the Product, and subsequent inspection reveals that the original Product is free from defects, the Customer is responsible for reimbursing CinemaNext for the costs incurred by the inspection and the undue replacement.
4.7. If CinemaNext refutes the existence of a defect, it is the responsibility of the Customer to provide proof that these defects existed at the time of the risk transfer.
5. Transfer of Ownership
5.1. All products delivered remain the property of CinemaNext until the Customer has fully paid for the Product and any other amounts the Customer may owe with respect to CinemaNext or its subsidiaries. The Customer may not assign, transfer, create a lien or security interest on a Product that is subject to a retention of title in favour of CinemaNext (hereinafter the “Product subject to a retention of title”) to a third party. The Customer shall immediately notify CinemaNext if a Product subject to a retention of title is the subject of a seizure or damage or if the Customer moves his/her registered office or his/her place of business.
5.2. If the Product subject to a retention of title is subject to modification, transformation or integration with other products by the Customer or by a third party, these measures are taken in favour of CinemaNext but do not give rise to any obligation on the part of CinemaNext. If the Product subject to a retention of title is integrated with other products, CinemaNext acquires a joint title in the new product, in proportion to the value of the Product subject to a retention of title in relation to the value, at the moment of their integration, of the other products that have been integrated.
5.3. The Customer has the obligation to insure, at his/her own expense, a Product subject to a retention of title, against theft and partial or total loss.
5.4. In the event of non-payment or incomplete payment by the Customer, he/she must return the unpaid Product to CinemaNext which has the right to take it back and terminate the sale agreement.
6. Website Intellectual Property
6.1. The items reproduced on the Website are the exclusive property of CinemaNext and are protected by the rules on the protection of intellectual property, including copyright and rights to trademarks and models.
6.2. Reproduction and dissemination of these items without CinemaNext’s prior written permission is prohibited.
7. Warranty
7.1. Illustrations, estimates of cost, weight, measurement, performance or other descriptive or operational elements are provided for guidance only, even if the Customer has indicated to CinemaNext how he/she will use the Product(s). CinemaNext reserves the right to unilaterally modify or change the Product(s) to the extent that such modification or change would affect the use of the Product(s) only marginally.
7.2. Products sold in new condition by CinemaNext are subject solely to the warranty granted by their respective manufacturer for causes occurring prior to risk transfer. In case of dispute, CinemaNext reserves the right call on the manufacturer’s warranty.
7.3. In the event of a defect during the warranty period, Customer is responsible for returning the defective Product to CinemaNext at its expense and in its original packaging, CinemaNext reserves the right to repair or replace the defective Product.
7.4. This provision constitutes all remedies given to the Customer in case of defective Products.
8. Liability
8.1. CinemaNext is liable for any intentional damage or gross negligence caused by it.
8.2. In case of negligence, CinemaNext’s liability is contractually limited to direct and foreseeable damages, up to a limit of EUR 1,000,000 per case.
8.3. These GTCs expressly exclude any other remedy of the Customer, including any recourse for loss of data or software, interruption of business or equipment, loss of income or profits, sales or any other direct or indirect damages, foreseeable or unpredictable.
8.4. The limitations of liabilities mentioned in this Article also apply to employees or representatives of CinemaNext.
8.5. The Customer is responsible for requesting any prior authorisation necessary for delivery of the Product(s).
9. Personal Data
9.1. Personal data collected is for CinemaNext only. It is subject to computer processing necessary for the processing of the order and managing the relationship with the Customer.
9.2. The Customer shall at all times have the right to object to, access, modify, rectify and delete personal data about him/her. To exercise this right the Buyer must contact CinemaNext’s Data Protection Officer at dpo@ymagis.com.
9.3. Personal data may also be used in direct marketing operations carried out by mail, SMS, or email with the Customer’s prior consent. The Customer may object to the use of his/her personal data for marketing purposes, upon its collection, or at a later date at the time the authorisation to use it is submitted to him/her.
10. General
10.1. Any changes to these General Terms and Conditions of Sale must be in writing to be valid. CinemaNext reserves the right to change its GTC at any time. In the event of changes to the GTC, modifications are not enforceable on the Customer until they are placed online and they cannot apply to agreements previously entered into. Applicable GTCs are those in effect at the date of the order validation.
10.2. The partial or complete assignment of the sales agreement by the Customer to a third party is valid only with CinemaNext’s prior written consent.
10.3. Each party represents and warrants to the other party that it has the legal capacity to be bound by such GTC.
10.4. Each party agrees not to disclose to third parties any confidential information that it has become aware of during its contractual relationship with the other party.
10.5. CinemaNext reserves the right to delegate or subcontract the performance of all or part of the agreement to third parties in which case CinemaNext shall remain responsible for the proper performance of such services.
10.6. CinemaNext’s failure to rely on any provisions of the GTC at a given time shall not constitute a waiver to rely on the same provisions later.
10.7. If one or more of the provisions of these terms is/are invalid or declared as such in accordance with a law, regulation or final decision of a competent court, the other provisions shall retain their full force and scope. The parties then agree to replace the invalid provision(s) with (a) valid provision(s) having the closest economic effects to the cancelled provisions.
10.8. These General Terms and Conditions of Sale and related agreements are subject exclusively to Belgian law, without regard to any conflicts of law. The United Nations Convention on International Sale does not apply to the sale of the Products hereunder.
10.9. All disputes relating to the validity, interpretation or execution of the agreement between CinemaNext and the Customer are the exclusive jurisdiction of the Court of Liège (Belgium).
These terms and conditions apply effective 1 October 2019.