GENERAL TERMS AND CONDITIONS OF SALE
1.1. The present general terms and conditions of sale, the accompanying by-laws, and the purchase order alone shall govern all contractual relations between the parties, with no account taken of the Client’s terms and conditions of sale. In placing the order the Client unreservedly accepts these general terms and conditions, the by-laws and the terms and conditions set out in the purchase order. Only companies, associations or other organizations can be clients under the terms of these general terms and conditions of sale.1.2. Each offer made by Kinepolis is only valid for the period specified in it. If there is no specific indication of this period, the offer concerned shall only be valid for 10 working days as from the date of the offer.
1.3. Kinepolis shall only be obliged to deliver the goods and / or services ordered after receipt of the duly signed Purchase order – or in the case of electronic transmission of the purchase order, after confirmation of receipt by Kinepolis – and this obligation shall only remain applicable for the period for which the offer is valid. The provisions of the Kinepolis purchase order shall prevail over the provisions of the offer.
1.4. In the absence of a written agreement to the contrary, delivery times are provided for information purposes only and are not binding upon Kinepolis. Delays in delivery shall not under any circumstances give rise to penalty charges, to the payment of any compensation, or to cancellation of the agreement.
1.5. All the merchandise and / or services ordered must be paid for at the company’s registered office. Payments may be made in cash or by transfer to the following accounts :
Kinepolis Kirchberg : BGLLLULL LU62 0030 3075 7724 0000 Kinepolis Belval : BGLLLULL LU38 0030 3075 8936 0000 Ciné Utopia : BGLLLULL LU62 0030 3075 7724 0000
1.6. The client accepts that Kinepolis may issue invoices for orders by electronic means, through the electronic transmission of the invoice in .pdf format. The electronic transmission date shall be considered to constitute the invoicing date, with the Kinepolis log file providing proof of dispatch.
1.7. Payment deadlines. All invoices must be settled within seven (7) days of the invoicing date. Cinema vouchers must in all cases be paid for in full before Kinepolis delivers the products ordered. In the case of preparation of an event, Kinepolis shall be entitled to request a down payment, specified in the offer, which must in all cases be paid in full before the event takes place.
1.8. If an invoice is not settled by its due date, the amounts owed shall – automatically and without the need for notification – become payable in full, together with default interest of 10 % per year plus compensation of 15% of the invoice amount, with a minimum charge of € 125. For any invoice that has not been settled by its due date Kinepolis reserves the right to require immediate payment in full of all amounts owed, and to suspend or cancel any orders pending, with any costs arising from unfulfilled orders payable by the Client. All the costs arising from recovery of invoiced amounts shall be borne by the Client, including lawyers’ fees (assessed at a minimum of € 500 per case).
1.9. Complaints shall only be considered if they are sent by registered mail no more than 2 days after receipt of the merchandise or services being provided.
1.10. Kinepolis shall only be liable vis à vis the Client for proven direct damage or loss resulting from the obligations taken on by Kinepolis, excluding any other implicit or non-written obligations. Kinepolis shall not accept any liability for indirect damage or loss, such as loss of reputation or clientele, financial and / or commercial losses, loss of profits or business, or losses arising from legal action taken by third parties against the Client. Kinepolis’ liability may not under any circumstances exceed the total amounts invoiced to, and paid by, the Client for delivery of the merchandise and / or services ordered. Any instructions received by Kinepolis regarding advertising campaigns shall be followed under the sole responsibility of the advertiser as regards the accuracy of content.
1.11. All intellectual property rights relating to the merchandise and / or services delivered by Kinepolis, and the documentation and other material developed and / or deployed for preparation or execution of the agreement between Kinepolis and the Client, or arising therefrom, shall remain the exclusive property of Kinepolis and / or its suppliers / distributors, with no transfer of any kind to the Client. The Client may not, without prior written permission from Kinepolis, make public, make available to third parties, or reproduce, in full or in part, the products and results of the services. The Client shall neither remove nor alter the text referring to copyright, trademarks, trade names or other intellectual property rights belonging to Kinepolis and / or its suppliers / distributors.
1.12. The invalidation of any clause or part of a clause within the present terms and conditions shall not affect the other clauses. The clause or part of a clause concerned shall as far as possible be replaced with a valid provision of equivalent effect.
1.13. Kinepolis reserves the right to assign the agreement with the Client, in full or in part, to a third party.
1.14. In the event of disputes, exclusive jurisdiction shall be held by the courts within whose territory the Kinepolis registered office is located. The contract shall be governed by the laws of Luxembourg.
2. TERMS AND CONDITIONS OF SALE GOVERNING EVENTS, SAMPLING, ANIMATION AND PRODUCT PLACEMENT
2.1. The Client undertakes to follow the instructions issued by Kinepolis relating inter alias to cinema operation, the use of premises rented or services ordered, and security. These instructions shall for the most part be set out in the rules governing Commercial Activities and the Internal Regulations of each cinema complex. The Client declares that it has familiarized itself with these rules and regulations, and that it accepts them.2.2. The Client alone shall be liable for any damage caused by itself, its guests, its representatives and / or other agents acting in its name or on behalf of it, to buildings, land, equipment or other property belonging to Kinepolis or to third parties. The Client alone shall also be liable for any injury caused to its guests, to employees of Kinepolis and / or to third parties as a result of its activities. The Client shall bear responsibility for transportation, monitoring and protection of the spaces used, and of the equipment deployed or materials brought into the cinema complex, such as furniture, decorative or promotional material, or projection equipment. Kinepolis may not under any circumstances be viewed as a custodian of these items. The Client shall guarantee Kinepolis and its insurer against any claims that may be made against them, and against the consequences thereof, including the cost of legal assistance, in the event of theft, loss or damage, without prejudice to the Client’s rights to take action against the guests and / or third parties responsible.
The client undertakes to return in good condition the installations, the equipment provided or hired, and the spaces that it uses for its operations, and to replace any items that are destroyed or damaged.
The client undertakes to have its own equipment and merchandise removed when provision of each of the services is over, within 2 days at most of the end of the event.
2.3. The Client must obtain the necessary insurance cover for the materials it uses and for its civil liability, including occupant’s liability, arising from organization of the event, vis à vis its guests and vis à vis Kinepolis, its representatives and clients, for damage, theft and other incidents caused by its organization, guests, participants and / or suppliers, for a minimum of € 500,000 inclusive covering injury, material and immaterial damage. The minimum figure stipulated above shall have no bearing on the Client’s liability for the full extent of injury or damage. The Client must provide Kinepolis with an insurance certificate at least three business days before the event.
2.4. Kinepolis will not accept liability for any disruption to network provision, any power cut or any other utility problems, nor for any damage to the Client’s installations or those of the company whose services it uses in the absence of these services.
2.5. If the event is to have a musical accompaniment, the Client shall be responsible for obtaining all necessary copyright clearance, for paying all necessary copyright fees, and for providing equitable remuneration. With regard to this, Kinepolis refers to the following website : www.sabam.be and www.jutiliselamusique.be. With regard to samples, product placement or animation, the Client itself shall be responsible for delivery, distribution, cleaning and removal of the promotional material, and if this proves unsatisfactory, Kinepolis reserves the right to remove and discard these material at the Client’s expense. Delivery and setting-up of materials and installations shall always be carried out in cooperation with Kinepolis.
2.6. If cancellation takes place of an event that has been reserved or an order that has been placed, more than 30 calendar days before the scheduled date of delivery and / or execution, a cancellation fee amounting to 20 % of the total price shall be payable. If cancellation takes place of an event that has been reserved or an order that has been placed, less than 30 calendar days before the scheduled date of delivery and / or execution, a cancellation fee amounting to 40 % of the total price shall be payable. If cancellation takes place of an event that has been reserved or an order that has been placed, less than 14 calendar days before the scheduled date of delivery and / or execution, a cancellation fee amounting to 60 % of the total price shall be payable. If cancellation takes place of an event that has been reserved or an order that has been placed, less than 7 calendar days before the scheduled date of delivery and / or execution, a cancellation fee amounting to 80 % of the total price shall be payable. The cancellation fee charged may be offset against the deposit received from the Client.
2.7. Kinepolis reserves the right to cancel or suspend orders as it sees fit, with no compensation payable, if an occurrence of force majeure prevents normal execution. It is expressly agreed that strikes, lock-outs, fires, floods, late deliveries by suppliers, distributors or carriers shall normally be considered to constitute occurrences of force majeure, even if they are only partial and whatever their cause.
2.8. Kinepolis is a company whose main activity constitutes the provision to clients of works of entertainment in the form of motion pictures. As a consequence of this, Kinepolis may refuse to organize events that may damage this image as an entertainment venue.
3. TERMS AND CONDITIONS OF SALE GOVERNING CINEMA VOUCHERS
3.1. The Client may order and purchase 2D and 3D cinema vouchers and / or food-and-drink vouchers, individually or in gift packs, either at the cinema or by means of an online B2B order form, at the rates indicated therein.3.2. The purchase of 2D and 3D cinema vouchers and / or food-and-drink vouchers, individually or in gift packs, by means of an online B2B order form shall take place either by signing and presenting the completed form or by electronic transmission of said form by the client. Each purchase shall only take definitive effect after Kinepolis has sent a confirmation email detailing the products ordered.
3.3. Cinema vouchers shall be valid for 6 months after the order is placed, in all Kinepolis cinemas in Luxembourg that are in operation when the exchange takes place. The Kinepolis cinemas in operation in Luxembourg as of 1 January 2017 are the Kinepolis Belval, the Kinepolis Kirchberg and the Ciné Utopia.
3.4. The client must comply with the terms and conditions of use for the products purchased, as provided by Kinepolis, for example on the purchase order or the cinema vouchers. When in a cinema, the client shall also comply with the internal regulations applicable therein.
3.5. Whenever one of the products purchased is sold on, donated or distributed by any means, the client shall inform the parties receiving the purchased products of the present terms and conditions, and ensure their compliance therewith, as well as with the terms and conditions set out on the purchase order and on the products purchased. When such distribution takes place, the client shall also comply with current legislation, such as the provisions relating to market practices, and shall ensure that no damage is done to the good reputation and image of Kinepolis.
3.6. Whatever the circumstances, the client may only assign the rights it has at its disposal. Thus it may not give the impression that a cinema voucher entitles its holder to attend a specific screening. The client shall also refrain from giving the impression that any promotional campaigns it launches has been organized in collaboration with Kinepolis or with a film’s distributor or producer.
3.7. Kinepolis cinema vouchers may be personalized free of charge through the addition of black / white text on the cinema voucher itself of the words ‘offert par’ (a gift from) and the client’s name (up to 29 characters). The delivery time shall then be approximately 7 working days.
After confirmation is provided by Kinepolis, the products may be collected from reception at a cinema selected by the client, during the working hours which may be checked on the Kinepolis website. They may alternatively be sent with an approved carrier, with an extra charge payable for each dispatch.
3.8. The products shall never be sent by post, but the client may send a courier following prior confirmation from Kinepolis that payment has been received.
3.9. In the event of cancellation of the order, Kinepolis shall impose fixed compensation of € 0.05 per unit ordered, with a minimum of € 75 per order.
3.10. Other than in cases of intentional deception, fraud or grave error, Kinepolis may not be held liable for any damage or loss, whether direct or indirect, contractual or extra-contractual that occurs within the context of the contract entered into. Kinepolis’ maximum liability shall in all cases be limited to € 25 per order.
3.11. Kinepolis may not be held liable for any loss suffered as a result of a change in the legislation relating to tax deductibility of the products ordered.