General Terms and Conditions of Hire and Sale of Panalux

General Terms and Conditions of Hire and Sale of Panalux

1. Definitions

1.1    The ”Company » means Panalux, a company governed by French law with a share capital of € 100,000, registered in the Bobigny Trade and Companies Register under number 532 048 725, having its registered office at Parc Valad Jean Mermoz, 53 rue de Verdun, 93120 La Courneuve,
1.2    The « Contract » means the agreement between the Company and the Customer (hereinafter referred to individually as the « Party » and collectively as the « Parties ») for the hire of the Company’s Equipment formed in accordance with Section 3 or for the sale of Goods, which incorporates these Terms and Conditions.
1.3    The « Customer » means the person, company, or partnership hiring equipment or purchasing goods from the Company.
1.4    The « Equipment » means the lighting equipment, related electrical distribution equipment as well as other articles, materials, vehicles and generators hired out or supplied by the Company to the Customer or any replacements or substitutes and all accessories and additions made thereto.
1.5    The “Hire Agreement” means the Cinema Lighting Equipment Hire Agreement entered into by and between the Company and the Customer, which incorporates these Terms and Conditions.
1.6    The « Goods » mean the consumables or other goods sold by the Company to the Customer under the terms specified in articles 13 and 14 below.
1.7    The “GST” means any goods and services tax or value added tax, and any other similar turnover, sales or purchase tax, duty or levy.
1.8    The « Terms and Conditions » mean these General Terms and Conditions of Hire and Sale.

2.    Acceptance of the Terms and Conditions

2.1    Unless otherwise agreed in writing by a manager of the Company, any Contract shall entail the full and unreserved acceptance of these Terms and Conditions. To the extent of any conflict or inconsistency between any terms of the Contract, the order of priority for interpretation is the Contract followed by these Terms and Conditions.

3.    Formation of Contract for the hire of Equipment

3.1.    Formation of Contract by signing the Hire Agreement: If the Company and the Customer sign the Hire Agreement, these Terms and Conditions shall constitute the terms and conditions of the Hire Agreement and shall be amended or supplemented by the special terms and conditions of hire and as the case may be by the appendices of the Hire Agreement. In such an event, articles 3.2 and 3.3 shall not apply.
3.2.    Formation of Contract by placing and accepting a hire order:
3.2.1    Placing an order: Any hire order for Equipment by the Customer must be sent in writing to the Company by the Customer by returning the Company’s quotation (hereinafter referred to as the « Quotation »). The Customer’s acceptance of the Company’s Quotation is an acknowledgment that the Customer agrees with these Terms and Conditions as printed on the back of the Quotation and available on the Company’s website at the following address: www.panalux.fr.
3.2.2    Accepting an order:  Quotations are offered for acceptance within thirty (30) days unless a longer time is specified on the face of the Quotation, and if not so accepted within the designated period shall be deemed withdrawn. The Company is not required to accept the Customer’s orders. Any order pursuant to a Quotation shall not result in a Contract unless the Company provides its consent. Any accepted order shall become firm and final and shall entail the formation of the Contract.
3.2.3    Cancelling an order: The cancellation of an order less than 48 (forty-eight) hours prior to the date set for (i) the Equipment to leave the premises of the Company for delivery to the Customer or (ii) the Equipment being made available for collection by the Customer shall give rise to payment by the Customer of up to a maximum of 100% of the total hiring charges before tax set out in the Contract for the applicable Equipment.
3.3    Formation of Contract by subsequent actions of the Customer
3.3.1    If the Customer has not otherwise agreed to these Terms and Conditions pursuant to Sections 3.1 and 3.2.1, then the Customer’s acceptance or delivery of, or payment for, the Equipment shall constitute the Customer’s agreement to be bound by these Terms and Conditions.

4. Term of hire of the Equipment

4.1    The term of hire of the Equipment (hereinafter referred to as the « Term of Hire ») shall commence on the day when (i) the Equipment leaves the premises of the Company for delivery to the Customer or (ii) the Equipment has been collected or made available for collection by the Customer and (unless terminated in accordance with these Terms and Conditions) shall continue until the expiration date stated in the Contract or, if later, the date on which the Equipment is effectively returned by the Customer to the Company (or such other location as directed by the Company).
4.2    The Company has discretion as to the mode of delivery and the Customer must, at all times, bear the risk and the cost of delivery, unless otherwise agreed in writing by the Company.  Delivery (including for the purpose of risk of loss) of the Equipment to the Customer is deemed to take place when the Equipment is placed on the vehicle or with a carrier which is to take it from the Company’s place of business to the Customer’s specified location.
4.3    The Company shall use all reasonable endeavours to have the Equipment available for delivery or collection on the date requested by the Customer at the time of order. However, such date shall not be binding and the Company shall not incur any liability whatsoever in the event of any delay in making the Equipment available.
4.4    Throughout the Term of Hire, the Equipment shall be and remain the exclusive property of the Company. Consequently, the Customer may not dispose of the Equipment in any way whatsoever and particularly not by way of lease, exchange, pledge, or sublease, without the Company’s prior written authorisation.

5. Hire rates; Deposits

5.1    The hire charges for the Equipment shall be determined according to the rates of the Company current at the commencement of the Term of Hire, copies of which are available on the Customer’s request. The rates are quoted and all charges are payable in Euro.
5.2    The rates and invoicing terms shall be subject to change by the Company without prior notice to cover variations in the cost to the Company of goods, components, materials, labour, packing, loading, carriage and insurances.
5.3    The Customer shall pay the Company upon receiving or collecting the Equipment a deposit in the amount of EUR 3,000 (three thousand Euro) by such means acceptable to the Company. Such deposit shall not accrue interest for the Company and shall be reimbursed to the Customer upon the termination of the Contract for the hire of Equipment after deduction of any sum that might be owed to the Company by way of set-off.

6. Collection, receipt, and return of the Equipment

6.1    The Customer shall inspect and satisfy itself as to the condition and suitability of the Equipment and the acceptance of delivery or use of the Equipment (whichever is the earlier) by or on behalf of the Customer shall be conclusive evidence that the Equipment is in satisfactory condition good working order and properly maintained at the date of such acceptance.
6.2    The Customer shall return the Equipment upon the expiration of the Term of Hire in the same condition it was in at the commencement of the Term of Hire. The Equipment is at the Customer’s risk from delivery until return.  Upon returning the Equipment, an inter partes inventory may be carried out at the Customer’s express request. Failing such a request, the Equipment shall be examined by the Company’s technical department within fourteen (14) calendar days of it being returned and the Company shall notify the Customer of any defect, damage, or shortcoming that the Equipment might be suffering from. All defects, damages, or shortcomings shall be deemed to have been irrevocably accepted by the Customer unless contested in writing (by recorded delivery letter, return receipt requested, or fax sent to the Company) within seven (7) calendar days of receiving notice thereof. If the Equipment is damaged or lost, the Customer shall compensate the Company in amount of the necessary repairs or replacements (on presentation of a quotation) in order to reinstate the Equipment to its initial condition and/or enable the use of the Equipment according to its normal purpose. In such a case, the Company shall be entitled to keep the deposit provided for in article 5.3 above without prejudice to any damages it may claim, particularly for the immobilization of the Equipment and its unavailability for hire during that time. In addition, the Customer shall pay hire charges for destroyed or damaged Equipment until such Equipment is repaired or until the Customer has paid the cost of replacing such Equipment. Such hire charges shall apply even if the Company acknowledges that, pursuant to the Company’s insurance policy covering the Customer under article 7.1 below, the Customer’s liability in amount of the cost of repairing the Equipment or of its replacement value might be borne by the insurer with the exception of the insurance deductible specified in article 7.5 below that shall be borne exclusively by the Customer.
6.3    If the Customer still has not shipped the entire Equipment to the Company under the above mentioned terms as of the 1st day following the expiration of the Term of Hire, the Customer shall pay to the Company compensation for loss of enjoyment in the amount of the hire charges then currently in effect, tax included, which amount may be greater than what is provided for in the applicable Contract.

7. Insurance

7.1    The Equipment may be covered throughout the world by the insurance policy taken out by the Company against sudden and unforeseen accidental damage and theft during transport, shooting or otherwise in consideration of the payment of an additional fee equal to 6% of the charges before tax where applicable, after deduction of any reductions, for the said Equipment. In circumstances where the Equipment will be used in a jurisdiction not covered by the Contract, the Customer undertakes to inform the Company of any use of the Equipment in exceptional and to take out at its own expense one or several insurance policies in addition to the one(s) taken out by the Company in order to insure the Equipment against the risks not covered by the Company and its insurance policy and in particular with respect to such exceptional conditions. The Customer who accepts such additional fee declares to be fully aware of the terms of insurance of the Equipment as well as of the exclusions and claims not covered by the insurance policy taken out by the Company and except for article 7.1.4, expressly agrees to remain liable for loss or damage or liability of any kind which is not covered by the Company’s insurance policy.  These exclusions and claims are as follows:
7.1.1    damage originating in internal breakage, mechanical, electrical, or electronic disorder of the insured Equipment, insofar as the insured does not prove that the damage is linked to an accidental event under warranty;
7.1.2    unexplained disappearances and inventory discrepancies;
7.1.3    damage and loss caused by fire, explosion, rain, hail, storm, snow, and all atmospheric phenomena on objects exposed to the open air;
7.1.4    damage or loss arising from an inherent defect or a design or construction defect of the insured Equipment;
7.1.5    damage resulting from scratches or grazes on the Equipment’s paintwork, the effect of rust, as well as normal wear and tear and the operation of the Equipment;
7.1.6    damage caused to third parties when using the insured Equipment;
7.1.7    damage and loss resulting from mistakes for which the insured is responsible if it can be proven that the insured did not take all necessary steps to insure the proper carriage of the insured Equipment as well as manifest negligence on the part of the insured when handling, using, or watching the insured Equipment in the event of serious negligence or inexcusable fault on the part of the insured;
7.1.8    damage, loss, and theft intentionally caused by the insured or with the insured’s complicity;
7.1.9    damage arising from a foreign or civil war, whether declared or undeclared, as well as any authoritative measures linked to such circumstances such as capture, seizure, arrest, constraint, molestation, detention, or confiscation; and damage arising from a nuclear or a radioactive origin.
7.1.10     loss or thefts as a result of the Equipment not being sufficiently guarded; provided, however, that thefts without break-in or without moving the vehicle during shooting, thefts without break-in outside of shooting, and thefts with break-in between 9 pm and 7 am outside of shooting if the vehicle is not parked in a guarded or closed car park are covered by the Company’s insurance policy.
7.1.11     as regards underwater shots, all claims arising from the equipment used not being watertight.
7.2    If the Customer refuses to pay such additional fee for the insurance policy taken out by the Company, and notwithstanding the fact that the Company may have taken out such insurance, as the case may be, the Customer (without prejudice to its liability towards the Company) agrees to keep the Equipment insured for its full replacement value throughout the Term of Hire against all risks, including third party risks, loss or damage by fire, theft (whether or not involving forcible or violent entry or exit to premises) and other risks usually covered by comprehensive insurance of products of the type of the Equipment. The Customer shall in addition (and without prejudice to its liability towards the Company) take out and maintain insurance against loss, damage, or liability arising in connection with the use or storage of the Equipment and/or loss due to breakdown, accident, damage, or delay. Such insurance shall be taken out with a European insurance company acceptable to the Company, shall be free from unreasonable restrictions or excess and shall designate the Company as additional insured and loss payee for such sum as stipulated by the Company or in the absence of such a stipulation for a minimum of EUR 1 million (one million Euro) for the Customer’s public or product liability in respect of one occurrence.
7.3    The Customer shall in respect of such insurance produce to the Company on first demand a current insurance policy and a receipt for the last premium paid.
7.4    The Customer agrees to use the Equipment as a reasonably prudent person would and according to its purpose as stated in the insurance policy (by whomsoever taken out) and to not do or allow any act or thing whereby such insurance may be invalidated. Failing such a use or in case of use of the Equipment for a purpose other than that for which it is suitable, the Company reserves the right to terminate the Contract as of right in accordance with the provisions of article 9 below. Subject to article 7.1, the Customer shall indemnify the Company against all theft, loss, destruction, or any other damage of the Equipment, whatsoever or wheresoever, not recoverable by the Company under the insurance policy taken out by the Customer or the Company.
7.5    The Customer must inform the Company immediately, and in no event later than 24 hours of an occurrence which will or may give rise to a claim being made on any insurance, with a description of such occurrence. In case of loss or theft, the Customer must file a complaint with the [French police] and provide written confirmation to the Company. The Customer is expressly informed that within the framework of the insurance policy taken out by the Company for which the Customer is charged an additional fee as described in article 7.1 above, claims shall be compensated in the amount of the replacement value of such Equipment after deduction of a deductible in the amount of EUR 1,600 per claim, which shall be borne exclusively by the Customer.
7.6    The Customer must also immediately take all steps to halt or limit the consequences of any loss or theft. The Customer shall be held liable for all consequences for the Company that might result from the Customer not providing prompt written notice to the Company within 24 hours of the occurrence. The Customer shall not compromise any claim without the consent of the Company, shall allow the Company to take over the conduct of negotiations (except in relation to claims of the Customer for personal injuries, loss of use of the Equipment, or loss or damage to the property of the Customer unconnected with the Equipment) and shall at the expense of the Customer take such proceedings (in the sole name of the Customer or jointly with the Company) as the Company shall direct, holding all sums recovered, together with any monies received by the Customer under its own insurance policy, on trust for the Company and undertakes to pay or apply the same as the Company directs or as herein provided.

8. Limitation of the Company’s liability and indemnities

8.1    The Company shall have no liability (other than as required by law) under or arising out of breach of or negligence in connection with the Contract to the Customer or to any other person, firm or company for any claims, rights of subrogation, demands, actions, cause of action, losses, costs, damages and expenses (collectively, “Claims”) arising out of or in connection with the acquisition, use, operation or possession of the Equipment or the acts, omissions or default of employees of the Company, including any Claim for indirect, consequential, special loss or immaterial or remote damage (such as operating loss, damage to brand image)  even if the Company has been advised of the possibility of such loss or damage.
8.2 The Company’s warranty for any hidden design or construction defects shall be limited to the simple replacement (or repair, as the Company may choose) of the Equipment for the remaining Term of Hire, to the exclusion of any other reimbursement or compensation; provided, that the Customer has notified the Company of such fault or defect immediately and in no event later than 48 hours after the Customer discovered the hidden defect.  The Equipment shall be returned to the Company at the Customer’s expense and risk.
8.3    The Customer waives, releases and agrees (and will procure that its officers, employees, agents, representatives and contractors waive, release and agree) to defend, indemnify and hold harmless the Company, its affiliates and related companies and each of their respective officers, directors, employees, shareholders, agents, representatives, insurance carriers, successors, licensees, and assigns, and each of them (collectively, “Representatives”), from any Claim directly or indirectly connected with the acquisition, use, operation or possession of the Equipment whether such Claim arises from breach of contract or of third party rights or from the negligence of the Company, its Representatives or anyone else and such indemnity shall continue in force in relation to the subject matter of the Contract notwithstanding that the parties remaining obligations under the Contract have been discharged or otherwise terminated.
8.4    The Company shall not be liable for any loss or damage of any kind whatsoever suffered by the Customer as a result of any trade disputes, difficulties in obtaining components of the Equipment or components from suppliers, or manufacturers or anything else outside the Company’s control.
8.5    The Company shall not be liable for damage to the Equipment after collection or receipt by the Customer or by a carrier nominated by the Customer or by any person acting under authority of the Customer either expressed or implied or for any damage to the Equipment caused by any delay in delivery, adverse weather conditions or unsuitable storage after the Equipment has left the premises of the Company.
8.6    To the fullest extent permitted by applicable law, under no circumstances may the liability of the Company towards the Customer, under any grounds whatsoever, if recognized by a court of law, exceed the total invoice value of the Contract for the Company paid by the Customer for the Equipment concerned. Subject to the application of mandatory (or public policy) provisions, the Company’s liability shall be automatically time-barred after a twelve-month period as from the termination of the Contract for the hiring of the Equipment by the Customer.

9. Early termination of the Contract

9.1    In addition to the termination cases expressly agreed upon under the Contract, the Contract may be terminated without prior notice by any one of the Parties in case of breach by the other Party of any one of the Contract’s clauses whatsoever if the defaulting Party has not remedied its shortcoming within six (6) days of being notified thereof in writing. Furthermore, the Company may terminate the Contract without prior notice if the Customer undergoes judicial safeguarding, recovery, or liquidation proceedings or ceases to carry on its business in the ordinary course or if an administrator, a receiver, a liquidator or a person with equivalent duties is appointed with possible effects on the Customer or the Equipment hired by the Customer or in the case of an individual Customer, if he or she is deceased. The Company may also terminate the Contract without prior notice if the Customer realizes a lien on the Equipment during the Term of Hire.
9.2    The Customer irrevocably acknowledges that in case of early termination of the Contract due to the Company’s fault or defaulting, the Customer shall not be entitled to either compensation or damages. However, in case of early termination of the Contract due to the Customer defaulting on its obligations under the Contract, the Customer shall be liable as of right to pay (i) the entire arrearage on the hire charges for the Equipment outstanding at the time of expiration of the six (6)-day deadline specified in article 9.1 above and (ii) 75% of the amount of hire charges remaining until the expiration of the Term of Hire provided for in the Contract, without prejudice to any damages which the Company may be entitled to due to such early termination. As soon as the termination of the Contract for any reason whatsoever becomes effective, the Customer must return the Equipment forthwith at its expense and risk, failing which the Customer shall be liable as of right to pay the Company monthly or weekly compensation (as the case may be) for loss of enjoyment under the terms and conditions specified in article 6.3 above.

10. Obligations of the Customer

Throughout the Term of Hire provided for in the Contract, the Customer undertakes:
10.1    to keep the Equipment in its exclusive custody and control and not to allow any lien or other privilege or seizure to be created over or carried out or to remain against the Equipment or any part thereof;
10.2    to use the Equipment as a reasonably prudent person for its intended purpose and only through persons having the appropriate and necessary qualifications and experience for such use and especially in compliance with the user instructions given to the Customer (orally or in writing) by the Company upon receipt or collection of the Equipment by the Customer;
10.3    to keep and store the Equipment in conditions ensuring its good preservation and operation and where applicable ease of access for maintenance purposes, and notably protected from any damage from any source whatsoever including inter alia the effect of the elements and interference from strangers;
10.4    not to take or allow any of the Equipment or any part thereof to be taken out of mainland France (including Corsica) without the prior written authority of the Company and in the event of that authority being given only on such terms as specified to the Customer by the Company;
10.5    as exclusive custodian of the Equipment, to assume responsibility for any damage cause to a third party or a third party’s property by the Equipment or caused by the use thereof;
10.6    not to carry out or have any alterations carried out on the Equipment without the Company’s prior written consent;
10.7    to inform the Company beforehand in writing of any sale or business leasing of the Customer’s goodwill and stock-in-trade or of its business, in which case, the Company may terminate the Contract as of right by recorded delivery letter, return receipt requested, sent to the Customer, whereby such termination shall become effective upon receipt of such letter;
10.8    to inform the Company (or any third party it might appoint in its place) imperatively and by all means of the date set for the return of the Equipment at least 8 days prior to such return;
10.9    to bear at the Customer’s expense and risk the delivery of the Equipment in its original packaging to the address of the Company’s registered office or such other location as the Company may direct, whereby such delivery must occur at the latest on the day following the last day of the Term of Hire.

11. Replacement and repairs

11.1    In case of failure of the Equipment during the Term of Hire notified by all means to the Company by the Customer, the Company undertakes to repair, maintain, and ensure the technological upgrading of the Equipment, to keep it always in good working order, at its expense and under its sole responsibility, to the exclusion of:
–    the consequences of bad quality consumables not supplied by the Company;
–    damage not ascribable to the operation of the Equipment;
–    depredation, whether intentional or not;
–    improper handling leading to breakdown or breakage;
–    damage caused by fire, water, and accidents in general;
–    damage to the Equipment following the moving thereof;
–    damage as a consequence of a faulty electrical installation (quantity and/or quality) or improperly equipped premises (excessive humidity, dust, temperatures, etc.).
11.2    The maintenance and repair works shall be exclusively carried out by the Company’s specialized personnel. The Customer must allow the Company and its employees to inspect the hired Equipment as often the Company may see fit. The maintenance and repair works can be conducted on the site of the Customer or at the Company’s premises, at the discretion the Company.
11.3    In case of defects covered under this article, the Company undertakes to warrant the spare parts, labour, and time spent throughout the Term of Hire, to the exclusion of any further warranty or liability, whereby the Customer shall still owe the Company the integral hiring charges for the Equipment while the Equipment is being repaired.

12. Vehicles allocated for the transport of the Equipment (where applicable)

12.1    Where the Equipment hired includes any vehicle or vehicles supplied by the Company under the Contract (hereinafter referred to as the « Vehicles ») the provisions of this article shall apply.
12.2    The Customer may only use the Vehicles for the storage and transportation of the Equipment supplied by the Company. The Vehicles are not to be used for any other purpose for which they are not expressly designed.
12.3    The Customer undertakes not to:
12.3.1    effect any (mechanical or other) modification to the Vehicles, make any alterations or additions, fit any towing equipment or other accessories or non-standard tyres without the prior written consent of the Company; any such modification, alterations, additions, or fitting of equipment, accessories, and tyres shall be made (whether with or without the Company’s consent) at the cost of the Customer with no claim to reimbursement and shall become part of the Vehicles and shall therefore belong as of right to the Company;
12.3.2    remove or allow any identification marks or plates affixed to the Vehicles to be removed by any means whatsoever or deface the paintwork or bodywork of the Vehicles nor add or erect any painting, signwriting, lettering, or advertising to or on the Vehicles.
12.4    Throughout the Term of Hire provided for in the Contract, the Customer undertakes to:
12.4.1    ensure that the Vehicles are used and operated properly and safely by drivers who at all times hold valid and current driving licences in the appropriate classes;
12.4.2    indemnify the Company against all fines, penalties, and liabilities which the Company might be liable for due to the Customer or person hired by the Customer not complying with a transport, traffic or other law or regulation while using the Vehicles during the Term of Hire, together with any cost or expense relating thereto incurred by the Company;
12.4.3    not use or permit the Vehicles to be used or operated in a manner contrary to any statutory provision or regulation or in any way contrary to law, having regard in particular (but without prejudice to the generality of the foregoing) to the regulations affecting maintenance and usage of tyres, tachographs and drivers’ hours;
12.4.4    pay the Company in addition to the rates applicable to the Contract additional expenses for the mileage travelled by the Vehicles during the Term of Hire provided for in the Contract at the applicable rate in respect of such type of vehicle. Fuel and lubricants for generators shall be paid for as used at the Company’s rates then current.

13. Sale of Goods

13.1    The provisions of this article shall apply to all Contracts for the sale of the Goods by the Company to the Customer whether such sale is or is not made in conjunction with the hire of Equipment.
13.2    The selling price of the Goods is that of the rates of the Company current at the time of the sale to the Customer for the particular type of Goods, copies of which are available upon the Customer’s request. The rates are stated in Euro and are firm and final and stated exclusive of tax.
13.3    The selling price of the Goods must be settled by the Customer upon collection of the Goods at the Company’s registered office, failing which the provisions of article 14.1 shall apply.
13.4    To the fullest extent permitted by applicable law, all implied terms, conditions and warranties relating to the quality or the serviceability for purpose of the Goods are expressly excluded.
13.5    Delivery (including for the purposes of risk of loss) of Goods to the Customer is deemed to take place when the Goods are placed on the vehicle or with a carrier which is to take it from the Company’s place of business to the Customer’s specified location.
13.6    The Company will endeavour to meet agreed delivery dates but will not be liable for delays in delivery.  The Customer shall be deemed to have accepted the Goods if they are not returned to the Company within 24 hours from the date of delivery (or, if used, lost or damaged by the Customer prior to that, then upon first being so used, lost or damaged), whereby the sale of the Goods shall become firm and final upon such acceptance. Where the Customer rejects any Goods, the Customer shall have no further rights whatever in respect of such Goods and the Company shall have no further obligation to supply goods which conform to the Contract.
13.7    In spite of collection having been made and the Goods having been accepted, title in the Goods shall not pass from the Company until the Customer has paid the full price for the Goods.  Until title in the Goods passes to the Customer, the Customer shall hold the Goods on a fiduciary basis as bailee for the Company and at the Company’s request, deliver such Goods to a place designated by the Company.  The Customer shall store the Goods (at no cost to the Company) separately from all other goods in its possession and marked in such a way that they are clearly identified as the Company’s property.
13.8    The Company shall be entitled to recover the GST from the Customer notwithstanding that title in any of the Goods has not passed from the Company.

14. Payment for Equipment and Goods; Taxes

14.1    The Company shall provide the Customer with invoices with respect to the hire of Equipment and the purchase of Goods. Generally, all invoices must be paid in full by the Customer within forty-five (45) days of the date on the Company’s corresponding invoice.  However, the Company expressly reserves the right to require earlier payment, which may require the Customer to pay the Company immediately upon confirmation of an order or Delivery if the Company so notifies the Customer.
14.2    The Customer is solely responsible for any and all applicable taxes (including GST which is payable by the Customer to the Company in addition to any other payments), transportation charges, duties, levies, broker fees, bond, and other costs arising out of or resulting from the Customer’s hire of Equipment or purchase of Goods.
14.3    The Customer shall not be granted any discounts for early payment.
14.4    The strict observance of payment deadlines by the Customer is an essential condition of the Company’s commitment.  Consequently, the Customer shall be obligated to pay to the Company a default interest which amount is four times the French legal rate (as defined by article L 441-6 §12 of the Code of commerce) for default payments on any unpaid portion of the invoiced amount that remains unpaid after the due date without providing prior notice to the Customer. The parties agree that such default interest is not a penalty but is a true measure of the damages incurred by the Company as a result of the late payment by the Customer.
14.5    Payments received from the Customer shall be credited first against any default interest and secondly against payment of any outstanding invoices. The Customer is liable for all out-of-pocket costs incurred by the Company in collecting such amounts, including reasonable outside legal costs and disbursements.  For so long as there are any sums due to the Company from the Customer under any Contract which remain unpaid, the property of the Customer then or later coming into the custody, possession or control of the Company shall be subject to a lien in favour of the Company for such unpaid sums.
14.6    Any payment made by or on behalf of a Customer which is later voided by the application of any statutory provision is deemed not to discharge the Customer’s obligations to the Company and, in such event the parties are to be restored to rights and obligations which each respectively would have had if the payment had not been made.

15. Credits and advertising

15.1    The Customer undertakes to have a credit included in the opening or closing credits of any production with the following wording: « Lighting services supplied by PANALUX Limited » with the Company’s logo and attaches as reproduced in Appendix 1 on any media, in any formats, and by any means through which the film is distributed, shown, circulated, or exploited by any process whatsoever, including but not limited to film and any digital film storage and reproduction in accordance with this article.
15.2    It is expressly agreed that the Customer shall not invoice the cost of such services to the Company as it is included in the hire charges set out in article 5.1 above. The credits attributed to the Company shall not be less favourable in size, height, width, and aspect than those attributed to any other technical process (including notably colour, laboratory, sound — e.g. DOLBY — and the technical subcontractors), with the exception of credits for special effects managers.

16 Confidentiality

Throughout the Term of Hire and for a subsequent period of ten (10) years following the expiration thereof, the Parties shall refrain from directly or indirectly disclosing any information in connection with the other Party’s activity or the Equipment without first securing the other Party’s consent; such information shall be naturally confidential as acknowledged by both Parties.

17. Assignment of the Contract

The Company has entered into the Contract because of the identity of the Customer and because of the technical skills and reputation of the Customer on the starting day of the Term of Hire. The rights that the Customer is granted under the Contract are indivisible and personal and may not be assigned, conveyed, subleased, loaned even gratuitously, or transferred to a third party in all or part without the Customer having first sought and secured the Company’s written and express authorisation. The Equipment may not be pledged or used as a security in any way whatsoever, failing which the Company reserves the right to declare the Contract terminated as of right without prior notice in the conditions of article 9 above.

18. Miscellaneous

18.1    The Contract incorporating these Terms and Conditions constitutes the entire understanding and agreement between the parties hereto. The Contract may only be supplemented, clarified, or amended by means of a written rider, signed and dated by persons duly authorised to represent each of the Parties.
18.2    No waiver by either Party, whether explicit or implicit, partial or otherwise, temporary or otherwise, to act on any defaulting on one of the provisions of the Contract may be interpreted as constituting a waiver by any one of the Parties to act at any other time on any breach or non-performance of such provision or of any other provision whatsoever of the Contract, nor as amounting to a rider to the Contract.
18.3    Any notice or other communication under the Contract shall be valid insofar as it is made in writing and (i) personally delivered against receipt or (ii) sent by recorded delivery letter, return receipt requested. Any notice made pursuant to this article shall be deemed to have been carried out, vis-à-vis the sender, on the day mentioned on the signed receipt or on the postal receipt, and vis-à-vis the recipient, on the day mentioned on the signed receipt or on the notice of first presentation issued by the postal services.
18.4    Where there are two or more parties to the Contract as Customers of the Equipment, their liability shall be joint and several.
18.5    The Contract shall be governed by French law exclusively. Any dispute pertaining to the formation, performance, or non-performance of the Contract shall be referred exclusively to the Commercial Court in Bobigny (France), even in the event of a plurality of defendants, of urgent proceedings, or of a third-party action for purposes of indemnity.
18.6    These Terms and Conditions are severable in that if any provision is determined to be illegal or unenforceable by any court of competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of these Terms and Conditions.

Effective date: January 2017

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