CINEMAX™ - TERMS AND CONDITIONS OF SALE AND DELIVERY

1. Preamble

1.1. These Terms and Conditions of Sale and Delivery ("T&Cs") apply to all business relationships between CINEMAX™ Entertainment Systems ("CINEMAX™") and contracting parties (end users) (the "Client" and, together with CINEMAX™, the "Parties"). In particular, all sales and deliveries of products by CINEMAX™ are governed exclusively by a specific written agreement and/or by these T&Cs, even if no explicit reference to the T&Cs is made in a given case.
1.2. The Client accepts these T&Cs at the latest when submitting their contractual declaration to CINEMAX™. The Client's own general terms are not part of the agreement, even if CINEMAX™ does not expressly object to them or performs services despite contrary/supplementary Client conditions.

2. Definitions

2.1. The following terms shall have the meanings set forth below:
a) "Contract" : the written agreement between the Parties relating to the delivery and execution of products.
b) "Contractual Price" : the payment due for the products.
c) "Documents" : manuals, illustrations, plans, drawings, calculations, examples.
d) "Information" : knowledge and data contained in the Documents.
e) "Product" : machines, materials, articles, documentation, software, and other items provided by CINEMAX™.
f) "Software" : computer software licensed by CINEMAX™, with user manual. Excludes any third-party software.

3. Conclusion of the Contract

3.1. All offers by CINEMAX™ are without commitment. A client's order without a deadline for response is binding for 30 days.
3.2. The contract is concluded by written confirmation from CINEMAX™.
3.3. In the absence of objection within 7 days, deviations are deemed accepted.

4. Products

Products are defined exclusively by the written order confirmation and the documents referenced therein. No maintenance or installation service is included unless a written agreement is reached.

5. Intellectual Property and Confidentiality

5.1. All rights of ownership, copyright, documents, software, and information are reserved to CINEMAX™. Any transmission to a third party requires written authorization.
5.2. The Client agrees to the confidentiality of information related to CINEMAX™.
5.3. No right is ceded to the Client over the software. All rights remain the property of CINEMAX™.

6. Payment

6.1. Prices are in Euros, excluding VAT.
6.2. Payment: 100% of the amount within two weeks following the order.
6.3. All international payment fees are the Client's responsibility.
6.4. Payments to third parties are not accepted.
6.5. No retention right is granted to the Client.
6.6. Compensation only upon written recognition by CINEMAX™.
6.7. The Client is responsible for obtaining and paying for import licenses and taxes.
6.8. The Client is responsible for treating waste in accordance with regulations.

7. Delivery

7.1. Unless otherwise agreed, delivery Ex-Works (Incoterms 2020), Tourcoing, France.
7.2. Delivery deadlines are binding only if confirmed in writing.
7.3. In the event of force majeure, delivery deadlines are extended. Beyond the initial deadline, each Party may terminate the affected portion of the contract.

8. Warranty

8.1. Duration: 24 months, subject to annual mandatory maintenance by CINEMAX™ or certified partners. Optional extension of warranty is possible.
8.2. Availability of parts: 24 months.
8.3. No warranty for non-prepared use, customer service instructions, or lack of maintenance.
8.4. In the event of a claim: CINEMAX™ chooses to repair or replace.
8.5. § 924 ABGB not applicable.
8.6. § 933b ABGB not applicable.

9. Claims

9.1. Claims within 3 business days or working days. Pixels defective < 3 ppm not receivable.
9.2. Returns alone are not a claim.
9.3. Failure to claim excludes any liability.

10. Liability

10.1. CINEMAX™ is responsible only for intentional or gross negligence.
10.2. The burden of proof lies with the Client.
10.3. No liability for indirect losses, consequential damages, or lost profits.

11. Property Reserve

11.1. CINEMAX™ retains ownership until full payment is made.
11.2. Resale, assignment, etc. prohibited before payment.
11.3. In the event of non-payment, CINEMAX™ may terminate the contract and recover the products.

12. Applicable Law and Jurisdiction

12.1. Place of execution: Tourcoing, France.
12.2. Exclusive jurisdiction: Tourcoing, France.
12.3. Applicable law: French commercial law.
12.4. The Client bears all costs related to proceedings in the event of non-payment.
12.5. If a clause is invalid, it will be replaced by a valid clause of equivalent effect.

LIMITED WARRANTY AND LIABILITY

CINEMAX™ provides a limited warranty for products sold directly or through its partners. The warranty does not cover:

  • Incorrect storage, manipulation, or maintenance
  • Unauthorized or improperly performed interventions
  • Disabling of security devices
  • Non-compliance with the user manual
  • Defects due to unmonitored wear
  • Lack of annual maintenance
  • Use by unauthorized persons
  • Damages caused by animals, weather, fires, natural disasters, or war

Usage Conditions:
  • Security instructions knowledge is indispensable
  • The user manual must be respected at each step of use
  • Any intervention on the product requires training and conformity to the provided instructions