General Terms
The object of the present General Conditions of Service (GCS) is to define the contractual modes of service provided by Cinetis SA, in Martigny, Switzerland, for the Service and for its use by the Client. The Service consists of the digitization of film reels, videos, slides and photos and associated services, furnished under the Bolex Digital name. The satisfaction of our Clients is our first concern. Business between Cinetis and the Client is governed by the present general conditions. Bolex is a brand used by Cinetis SA in partnership with the company Bolex Holding SA in Yverdon-les-Bains, Switzerland. The Bolex brand is the property of Bolex Holding SA and is protected by international agreement. The GCS are exclusive of any eventual general conditions of the Client. The Client declares that he/she has full knowledge of the characteristics of the Service, having informed himself/herself of the totality of the GCS and declares acceptance of its terms with no reservation whatsoever.
Estimates and Prices
The online estimate and personalized estimates are established according to information provided by the Client. They are not binding to Cinetis. The invoice is established according to the laboratory data. All indicated prices are in Swiss Francs. Prices are inclusive of tax. Unless there is prior agreement, packaging and transport costs will be added on to the price. Eventual customs fees are the responsibility of the client. All prices are for reference only and are applicable during the duration of the validity of the price list, except in the case of obvious error in writing, printing or calculation. Cinetis reserves the right to make modifications to the price and apply them as soon as such errors appear.
Order
The order form may be obtained on the internet site or directly on the company premises. All fields filled out by the Client should be easily legible. Cinetis can not be held responsible for delivery errors or titling if the information is incomplete or illegible. Cinetis reserves the right to bill for a minimum charge for any modification or information research required for the proper delivery of the Service.
Cinematographic Material and Digitization
Prices listed are valid for films in good condition. If the original proves to be defective or in poor condition, Cinetis reserves the right to refuse the order. Film cleaning is included in the price. Charges for splicing, rewinding as well as all other procedures to restore the originals transmitted by the client will be included in the bill. If the speed indication is missing or if it can not be clearly defined, the following speeds will apply: 8mm = 18 images/second ; 9.5mm = 16 i/s; 16mm = 24 i/s (25 i/s silent). The Client guarantees that the content violates no regulation with respect to commerce, the protection of minors, the respect for others and for human beings, of the rights to intellectual property and/or the rights to images. If the Client furnishes films that violate Swiss law, Cinetis may contact the appropriate authorities. For video cassettes, the term “raw transfer” signifies the integral copy of the original except if the Client makes a particular notation on the order form. Only PAL format cassettes will be digitized.
Files produced for the Client
DVDs created are in DVD-R format except when otherwise requested by the Client. Films are compressed in MPEG2 and slides/photos in JPEG on DVD. If the Client furnishes an external hard drive for the Windows Operating System, it should be NTFS formatted. Cinetis can not be held responsible for eventual loss of data present on the delivery platform. Client is advised to conduct a backup procedure before delivery. The Client should furnish Cinetis with the appropriate cables needed for the external hard drive to function. Cinetis will invoice for any procedure (formatting, cable purchase, etc.). The files furnished by default by Bolex Digital are in the Quicktime DV PAL, AVI DV PAL or JPEG formats. The client is responsible for verifying if his/her editing software accepts this format. For all other formats, Clients are requested to contact customer service. Cinetis does not support software developed by third parties.
Delivery and turnaround time
The delivery date announced upon receipt of the order is approximate, with the precision that this turnaround time is communicated for reference purposes only and without commitment on the part of Cinetis. For very short turnaround times or express jobs, Cinetis may charge a supplemental fee. Cinetis reserves the right to choose the mode of delivery as well as the delivery agent. Transport fees are the responsibility of the Client. In no instance can Cinetis be held responsible if the delivery agent is unable to deliver or if delivery is late. Products are delivered to the delivery address indicated in the order form. Cinetis does not guarantee against incidents that are likely to cause loss or deterioration of the delivery platform, contents and/or products from the moment they are turned over to the delivery agent. In cases where the Client is absent at the time of delivery or if a standard letterbox is unable to accommodate the package containing the products, the delivery agent will leave a notification of attempt to deliver addressed to the recipient inviting him/her to pick up products at the place indicated in the notice of intent to deliver. In no case can Cinetis be held responsible for eventual deterioration of the delivery platforms, contents and/or products while they are awaiting pickup. No dispute between the Client and the delivery agent can be imputed to Cinetis. Cinetis declines all responsibility in this regard.
Property Reserve
Merchandize delivered by Cinetis remains its property until complete payment of the amount billed as well as eventual fees for collection or legal action. The material furnished by the Client is excluded from this clause.
Payments (Switzerland and abroad)
Unless other terms are specified, all our prices are calculated in Swiss Francs. The posting of the estimate online in other currency is for reference, with the corresponding exchange rate being the rate applied by the billing agent when the bill is paid. The invoices issued by Cinetis should be paid in full and at the latest 10 days after the date the bill is issued. In case this payment period is not respected, Cinetis is entitled to apply a moratory interest charge of 8%. All collections or legal action fees are to be paid by the Client. Cinetis reserves the right to execute the orders of new Clients or current Clients through cash on delivery or advance payment terms. All orders from outside the borders of Switzerland are subject to advance payment. The invoice is listed in Swiss Francs exclusive of VAT. The payment instructions from outside Switzerland are addressed with the invoice to the Client, either by letter or by email. Bank fees are the responsibility of the Client. The Client must pay VAT applicable in his/her country.
Storage
The storage of ISO images of the DVDs is guaranteed for a minimum of 6 months. The digitized files are available to the client for 7 days on Cinetis servers starting from the date when the client is informed of the completion of his/her order. Beyond this time period, Cinetis can prepare a supplemental invoice prorated by the number of days and the quantity of data.
Complaints and guarantees
In case a defect is noted on a product or if the service does not meet client satisfaction, the Client should make contact within 7 days either by letter, email or telephone. The invoice number and an exact report of the defect noted should accompany the complaint. The product should be brought back or sent back to Cinetis. In case of violation of the procedure and the time limit indicated above, the Client forfeits the right to formulate any complaint. In particular, Client reservations which are subjective in nature will not be considered a defect of conformity: Errors made by the Client in placing the order, in inscribing order specifications or in selecting delivery platforms, inherent defects in the technical quality of the content. If Cinetis esteems that the a finding of non-conformity is justified, Cinetis will send a new copy of the products to the Client. Alternatively, the initial products will be returned to the Client at his/her expense. The material is packaged with care. If damage is nevertheless noted upon delivery, the Client will immediately inform the delivery agent.
Copyright
The Client affirms sufficient legal and titular ownership of the intellectual property rights concerning all content, in particular sound, furnished for Cinetis for conversion. The Client refrains from asking Cinetis to perform Service on content that infringes intellectual property rights from a contractually or legally protected third party or one still protected by confidentiality protection and/or to place Cinetis in a situation of violation of the law, a contract or confidentiality arrangement or in a situation of liability with respect to a third party because of the performance of the Service and the delivery of the products. Cinetis may request a waiver of copyright of all or part of the contents for internal or promotional use. Cinetis is authorized by the Client to cite the client as a commercial reference, except if the Client has expressed his/her refusal.
Confidentiality
All Cinetis partners abide by professional confidentiality. Cinetis does not transmit any personal data to third parties except information indispensable for proper completion of the order (delivery agent). Cinetis reserves the right to use personal information to inform the Client about company news or new services. The Client may at any moment ask in writing not to receive this information or to be removed from the Client files.
Force Majeure
If, as a result of an incident of force majeure or a fortuitous event, Cinetis were to find itself unable to temporarily ensure total or partial performance of the Service, the obligations of Cinetis would be suspended for the duration throughout which the force majeure or fortuitous event affect Cinetis. If the incident of force majeure or fortuitous event lasts for more than one month, each of the Parties will be within their rights to terminate the order without incurring responsibility in this regard and with indemnity. According to conventional definitions, the following are considered to constitute incidents of force majeure (other than those generally accepted by legal provisions and jurisprudence): the interruption of telecommunications, internet interruption, material breakdown and/or the Cinetis software used in the performance of the Service and maintained under normal conditions, fire, damage by water, interruption of means of transport or supply.
Place of jurisdiction
The commercial activity of Cinetis is governed exclusively by Swiss law. The jurisdictional location is Martigny, Switzerland.
Martigny, November 2009.
