IMAGES IN SAS / GENERAL SALES CONDITIONS
Article 1. Purpose
The general conditions of sale described below detail the rights and obligations between on the one hand the Images In SAS agency, named "Images In Agency", selling the services defined below, and on the other hand the natural or legal person, named "the customer", purchasing one or more of these services through a contract as defined in Article 2 hereof.
The purpose of the Company is, in France and abroad, on its own behalf or on behalf of third parties: The production and production of industrial, advertising, promotional films, the production of cinematographic works and fiction, the technical and human management of these films, the rental of boxes, websites, the design and production of video games on any medium whatsoever, the production of soundtracks, credits, sound illustrations, the composition of musical themes, duplication, publishing, creation of advertising campaigns, management of advertising budgets, creation and production of magazines in PQR and/or free press, purchase of spaces and all with techniques and/or media known or unknown to date. Any industrial, commercial or financial, movable or immovable transactions that may relate directly or indirectly to the corporate object or to any similar or related objects. All directly or indirectly, on their behalf or on behalf of third parties, either alone, or together or with third parties, through the creation of new companies, contributions, sponsorships, subscriptions, purchases of shares or rights, mergers, alliances, a holding company or a holding company in the leasing or management of any property or rights, or otherwise, and generally any financial, commercial, industrial, real estate and transferable transactions, may relate directly or indirectly to one of the specified objects or to any similar or related objects or objects that are likely to promote the development of social heritage.
Article 2. Contract
According to the final specifications, the quote with the definition of the services related to it or the purchase order established and completed these general conditions of sale constitute a proposal of contract for which the customer, or his eventual agent for him-even expressly declares to have the power, authority and capacity necessary for its conclusion and for the fulfilment of its obligations. This contract proposal is valid for 30 days from the date it is sent or presented to the customer.
After this period, the rates appearing in it are subject to change and a new quote will be established by the Agence Images In. The contract enters into force and both parties will be committed upon receipt by the Agence Images In of the quote or purchase order duly dated and signed by the customer, bearing the stamp of the customer and the mention "Voucher for agreement" and a copy of this letter initialled and marked “Read and approved”.
By express agreement between the customer and the Images In Agency, the act of sending only the quotation or purchase order is equivalent to its acceptance of the terms of the contract and in particular the general conditions of sale that have been given to it.
The order will be accepted by the customer, subject to price increases imposed on the Agence Images In by its own suppliers and to circumstances beyond the control of the Agence Images In that would subsequently make delivery impossible or more expensive.
The period of performance of the contract shall not begin until the fulfilment of the following conditions: receipt of the deposit as identified in Article 9 and provision by the customer of the information and elements and their rights of use necessary for the proper completion of the order as identified in the quote or the validated purchase order.
In the event that the start date does not occur within thirty (30) days of the date of signature of the purchase order or quotation for reasons not exclusively attributable to the Images In agency, the latter will be entitled to an extension of time for the performance of its obligations and a fair adjustment of the price of the contract reflecting the consequences of this delay.
Article 3. Conditions of application
Any service performed by Agence Images In implies full and unconditional acceptance by the customer of the terms of the contract. In case of contradiction between the provisions contained in the quotation signed by the customer and those contained in these general conditions of sale, the provisions of the quotation are applicable. In case of special contractual provisions different from these general conditions of sale, the special conditions are applied.
Article 4. Contractual Amendments - Amendments
The customer may, at any time, send the Agence Images In a written proposal to modify the terms of the contract. Upon receipt of such a proposal with the detailed amending specifications, the Images In Agency will have a period of fifteen (15) days to send the client a written response concerning the feasibility of the request, the possible effects of such a modification, the evolution of the contract price, the new contractual schedule.
Agence Images In will have the right to make contractual amendments if its cost or ability to perform its obligations under the terms of the contract are affected by one or more of the following circumstances: act or omission of the customer or of any other contractor of the customer, or of any third party not under the control of the Agency Images In, event of force majeure, right of suspension provided for in the Agreement.
The Images In Agency will notify the customer of the occurrence of such a circumstance as soon as possible and, within fifteen (15) days of such notification, the Images In Agency must send the customer a written amendment proposal, by identifying the circumstances and setting out the required changes to the contract price, the contractual schedule of the contract that the Images In Agency considers reasonable and fair in light of those circumstances. No contractual amendment shall be valid or effective without the written and signed agreement of both Parties.
Article 5. Conditions for development
The Agency Images In grants itself the right to modify the articles of the general conditions of sale at any time. Any new version comes into force the day after its publication on the website www.images-in-france.fr. It will apply to any new proposal or contract amendment issued after the date of publication.
Article 6. Cancellation – Force majeure - Unforeseen circumstances
All cases of withdrawal or cancellation due to the fact of the customer, regardless of the causes to the exclusion of causes resulting from major forces, immediately relieves Agence Images In of all obligations towards the customer who will not be able to claim the refund of the sums already paid. These are retained by Agence Images In as an irreducible contractual indemnity for termination of the contract.
Any external event or circumstance beyond the control of the Agence Images In or its subcontractors and suppliers, unpredictable and irresistible within the meaning of Article 1148 of the Civil Code, shall be considered as a Force Majeure event or fortuitous event, independent of the will of the Images In Agency and impeding the performance of the services and goods sold and which could not reasonably be foreseen and avoided and which is not substantially attributable to the Images In Agency (or its subcontractors/suppliers).
The Images In Agency will not be considered to be in breach of its contractual obligations, and will not incur any liability towards the customer, for any loss or damage resulting from a breach or delay in the performance of its contractual obligations, if such a breach or delay is attributable to a Force Majeure event. Such as but not limited to: natural disasters, earthquake, hurricane, storms, fires, floods, exceptional weather, major accident, explosion, epidemic, pandemic, disease, quarantine, contamination or other hazardous effects related to a toxic substance, total or partial strikes hindering the smooth running of the Agency Images In or that of one of its suppliers, subcontractors or carriers, or other labour dispute, interruption of transport, or delay due to a force majeure event, acts or omissions of the customer, damage, failure or delay by one or more service providers, any delay by a subcontractor of the Images In Agency to the extent that such delay is attributable and related to any cause deemed excusable under this article, failure of the supply of energy, of raw materials, blocking of telecommunications, blocking of the Internet, breakdown of the equipment disseminating the service, insurrection, hostility, terrorism, riot or demonstration, the facts of the prince, acts of public power, war declared or not, legislation, act, decision or rule of a governmental authority having power over the contract or over the Agency Images In or the customer, such as embargoes or deletion or withdrawal of an export license, or lack of authorization by the said governmental authority within a reasonable time after request.
The party wishing to invoke a force majeure event must immediately notify the other party of the beginning and end of that event, otherwise it cannot be discharged from its responsibility.
The Images In Agency will notify the customer of a Force Majeure event as soon as possible after its discovery, and the expiry dates will be automatically extended for a period necessary for the Images In Agency to overcome the effects of such a Force Majeure event.
The Parties shall make every effort to mitigate the losses and damages caused by such a Force Majeure event. However, in the event that the effects of such a Force Majeure event continue for a period exceeding six (6) consecutive months, then Agence Images In will be entitled to terminate the contract and will be paid for all work delivered (or deliverable) or executed until the contract expiry date.
Article 7. Acceptance
The certificate of acceptance and/or "ready-to-distribute" (PAD) will constitute final recognition of the conformity of the elements delivered by the Agence Images In. The Images In Agency cannot be held responsible for the non-compliance of elements processed and manufactured by subcontractors and suppliers not dependent on the Images In Agency.
In the event that the customer has accepted the delivery of his order in whole or in part, he can in no case claim to return it to the Agence Images In and request a refund. No return or cancellation will be accepted on an order of products configured or adapted to the specific needs of the customer.
In the event that the acceptance certificate is not signed by the customer within the aforementioned five (5) day period, and no rejection of the elements concerned has been made within the same period, the acceptance of the said elements shall be deemed to have been acquired and shall have all the effects attached to the acceptance in accordance with the terms of the Agreement.
Article 8. Price
The prices for the services, services and goods sold are those in force on the day the estimate is sent to the customer. They are denominated in euros and calculated excluding taxes. They will be increased by the VAT rate applicable on the day the invoice is issued. Rates are guaranteed during the validity period of the quote in accordance with Article 2 hereof. Agence Images In grants itself the right to modify its tariff schedule at any time. It will apply to any new proposal or contract amendment issued after the amendment date.
Article 9. Methods of settlement
The payment of the services is made exclusively in euros, by transfer to the bank details appearing on the invoice or on the RIB provided by the Agence Images In. The payment of the services and services of the Agency Images In is staggered as follows: - Deposit of 30% of the total amount of the order at the signing of the contract,- Balance of 70% of the total order amount on presentation of invoice on receipt of goods and/or services. In the case of event organisation, the settlement will be as follows:
- Deposit of 50% of the total amount of the order at the signing of the contract,
- Intermediate payment of 30% of the total amount of the order being organized, according to the schedule validated at the time of the order - Balance of 20% of the total amount of the order on presentation of invoice on receipt of the goods and/or services. In the absence of payment of the deposit and/or the interim payment, the Images In Agency does not perform its service and does not guarantee the availability of suppliers, stakeholders and places with and for which the estimate has been encrypted. However, the Customer shall remain bound by the obligations subscribed hereunder in particular with regard to the terms of settlement and the conditions of cancellation referred to in Article 6.
Article 10. Payment periods
Unless otherwise provided in the contract, invoices are payable in cash upon receipt of the invoice by the customer. In case of disagreement on part of the invoices, the customer is obliged to pay without delay the uncontested parties and to indicate within 5 working days and by registered letter with acknowledgement of receipt to the Agence Images In the reason for the dispute. In the absence of a complaint, the customer shall be subject to late penalties on the remaining amounts due in accordance with Article 11 hereof.
Article 11. Late payment penalties
In the event of total or partial non-payment of the invoiced services, the customer must pay the company a late payment penalty equal to one and a half times the legal interest rate. The legal interest rate used is that in force on the day the services are invoiced. In addition, this non-payment may entitle the Agence Images In to the award of damages. The penalty is calculated on the amount excluding taxes of the remaining amount due, and runs from the due date mentioned on the invoice without any prior formal notice being required. All costs incurred by the company in respect of the recovery of outstanding claims shall be borne by the customer.
Article 12. Discount conditions
No discount is granted in case of advance payment.
Article 13. Discounts and rebates
The rates mentioned in the contract include discounts and rebates that the Agence Images In would be required to grant given its results or the buyer’s assumption of certain services.
Article 14. Termination clause
If within 15 working days following a reminder by registered letter with acknowledgement of receipt for a late payment with or without late penalties, the customer has not paid the remaining amounts due, the sale is resolved as of right and the Images In Agency is immediately released from all obligations towards the customer. The deadline runs from the first submission of the registered letter.
Article 15. Obligations of the company
The Images In Agency is obliged to implement all the means it deems necessary and sufficient to satisfy its clients within the limits of the contracted services with obligations of means defined in Article 1 hereof. The Images In Agency is obliged to implement all means it deems necessary and sufficient to prevent or reduce the effects of non-performance of the contract caused by a force majeure event as defined in Article 6 hereof; it must inform the client as soon as possible in the event of the occurrence of a force majeure event preventing it from performing all or part of its contractual obligations.
Express agreement between the customer and the Images In Agency, it is agreed that Agence Images In shall make firm reservations with its service provider(s) only after receipt and effective collection of the first deposit and/or interim payment as defined in Article 9 hereof. In case of unavailability, for the desired date, of the service provider(s) provided following the period between the completion of the estimate and the receipt of the deposit, the Images In Agency is obliged to offer to the customer one or more equivalent or similar service providers for contractual services with performance obligations defined in Article 1 hereof. This new proposal by Agence Images In does not bind the customer who is free to accept it or not. If the customer accepts the new proposal, the relationship between the Images In Agency and the customer will continue under the conditions stipulated herein and without modification of the original contract. In case of refusal of the new proposal, the deposit or payments are refunded to the client within 30 days, from the receipt by the Agence Images In of the written refusal of the said proposal.
Article 16. Obligations of the client
The customer has a duty of loyalty to Agence Images In in order to enable it to advise it in its best interests. The client, having the capacity and the power to accept or refuse the advice provided, has an obligation to make it his own from the contract with one or more service providers.
The customer is obliged to implement all means he deems necessary and sufficient to prevent or reduce the effects of a non-performance of the contract caused by a force majeure event as defined in Article 6 hereof; he must inform the Images In Agency as soon as possible in the event of a force majeure event preventing him from performing all or part of his contractual obligations.
The client has an obligation to be the holder in his own name or by delegation of a civil liability insurance or professional civil liability valid; Accordingly, the customer undertakes to waive and have its participants or its insurers waive any recourse against the Images In Agency in the event of occurrence of any fact cited in Article 17 hereof.
Article 17. Responsibilities
The liability of each of the parties is limited to the commitments made by it under the terms of the contract; Consequently, the Images In Agency cannot be held liable in particular in the event of direct or indirect damages related to the intervention outside the contract of one or more service providers.
The responsibility of each of the parties cannot be incurred in respect of aperformance or delay in the performance of any of its obligations described in these general conditions of sale if the non-performance or delay observed results from an unforeseen event or force majeure as defined in Article 6 hereof.
The responsibility of the Images In Agency cannot be incurred in case of failure of the customer for advice given in accordance with Article 15, paragraph 2 hereof.
The responsibility of Agence Images In may also not be incurred in the event of the occurrence of the following events:
- Theft, loss of funds and securities belonging to the customer during the performance of the contract,
- Damage, direct or indirect, of any kind, likely to affect the objects or materials deposited by the customer during the performance of the contract
The Images In Agency cannot be held responsible for its services accessible via the Internet and has no control whatsoever over the nature or characteristics of the data that could be transmitted through its host.
The customer undertakes to take out Civil Liability insurance covering the risks related to the contract. The Agence Images In must be able to provide its RCP certificate.
Article 18. Internet
The following terms and expressions used herein have, unless otherwise specified, the following meanings:
- Identification elements: User name and password sent by the Images In Agency allowing access to the services via the customer area. The Images In Agency provides a user name, generic and specific to a contract, and two passwords: a customer password, allowing the Images In Agency to share contractual data (contract, invoices, ...) with the customer, and a participating password, allowing the client to share data (photographs, documentation, editorial or iconographic elements...) with stakeholders
- Customer area: Private area for the customer and participants of a particular event, accessible online on the Agence Images In website and protected by identification elements.
- Internet: Open and informal network, consisting of the international interconnection of computer networks using the TCP/IP standard. The management of the Internet is not subject to any central entity. Each portion of this network belongs to an independent public or private body. Its operation is based on cooperation between operators of the different networks without any obligation to supply or quality of supply between operators. Networks can have unequal transmission capacities and their own usage policies. No one can guarantee the proper functioning of the Internet as a whole.
- Server: All the hardware, software and links on which the websites are implemented and which make them searchable on the Internet.
- Web : Application de l'Internet permettant la consultation de données de manière conviviale, grâce à des liens créés entre des documents qui peuvent être situés sur n'importe quel serveur. Le document de base du Web est appelé page.
Le client déclare être le propriétaire légal de toutes ses données et ne partager que des données numériques qui n'enfreignent pas les droits de propriété d’autres personnes.
Le client déclare conserver une copie des données qu'il souhaite partager ; à ce titre, l’Agence Images In ne peut être, en aucun cas, tenue pour responsable de la perte ou destruction des fichiers.
Le client déclare être informé que les données circulant sur Internet ne sont pas protégées notamment contre des détournements éventuels : à ce titre, tout partage de données par le client est fait à ses risques et périls.
Le client déclare être informé que l’Agence Images In ne dispose d'aucun moyen de contrôle sur le contenu des services accessibles sur Internet et que les données y circulant peuvent être réglementées en termes d'usage ou être protégées par un droit de propriété ; à ce titre, le client s’engage à se conformer à l’ensemble des lois, règles et réglementations en vigueur concernant l’interdiction de la diffusion d’images pornographiques ou obscènes, et à ne pas utiliser ce site en contravention à toute loi, règle ou réglementation.
Le client reconnaît être informé qu'il est seul responsable de l'usage des données qu'il consulte, interroge et transfère sur Internet et que les images perçues comme contrevenant aux lois, règles ou réglementations en vigueur pourront être remises par l’Agence Images In aux autorités chargées de faire respecter la loi, qui les traiteront en conséquence.
The customer undertakes to keep the identification elements strictly confidential. It undertakes not to disclose the customer password to third parties in any form whatsoever and to only disclose the password "participants" to the parties involved in the contract. As access to the customer area is only possible and authorised with the identification elements provided exclusively to the customer by the Images In Agency, any access with these elements is therefore deemed to have been carried out in full by the customer and under his responsibility.
The customer undertakes not to damage the physical or computer integrity of the Agence Images In server by using programs and/or files infected with a virus or “viruses”, “worms” and other computer programs to disrupt the operation of a computer station and/or take control of it remotely. The customer is solely responsible for this type of breach and the harm that could result.
Article 19. Publication / Advertising
Agence Images In may reproduce or distribute all or part of the data on its website or on advertising media. The manuscript content of the Images In Agency’s Guestbook, the films, the presentations and texts as well as the photographs related to the contract, in silver or digital format, shall be considered as data resulting from the contract, and any document in any medium that has been provisionally or definitively assigned to it by the customer.
The customer hereby acknowledges the assignment of the rights relating to the data of the contract and expressly authorises their publication on the Internet or on advertising media within the meaning of Article 8 of the Civil Code and the associated jurisprudence, in particular the right to the image. The customer declares having collected the express authorizations of the third parties appearing in the data of the contract, in particular those of the parents or guardians for minors, and thus release the Images In Agency from any recourse against it by third parties to prohibit the publication of data related to the contract or to claim damages.
The customer declares to be informed of the provisions of paragraphs 1 and 2 of this article and to have the possibility to refuse any publication and assignment of data rights related to the contract by mentioning "Read and approved, refusal of publication and assignment of rights" on the copy of this agreement as defined in Article 2.
Article 20. Confidentiality / Right of access
The Agence Images In undertakes not to sell, share, or disclose the personal data of the customer to third parties outside of its own use. However, such data may occasionally be transmitted to third parties acting on behalf of or on behalf of the Images In Agency or in connection with the activity of the Images In Agency in connection with the use for which they were originally collected. The customer has the right to access and update his personal nominative data as well as the right to request their deletion, in accordance with Law no. 78-17 of 6 January 1978 on data processing, files and freedoms. The company undertakes to ensure that the personal data of the customer are up-to-date, accurate and complete. The customer can exercise his right of access or correction by contacting the company:
By e-mail to email@example.com
Article 21. Intellectual property
The Agence Images In retains ownership of the Intellectual Property Rights in relation to the elements covered by the contract (subject to the rights of third parties granted to the Agence Images In). The sale of these elements does not confer any Intellectual Property Right on the customer or/or the final recipient, whether such right is used or created for the use of the elements subject to the contract. Nevertheless, Agence Images In will grant to the customer and/or the end user a worldwide, non-exclusive, personal, non-transferable, free right of use, without sub-license, for the sole purpose of using the latter, to operate or maintain them in accordance with the terms of the contract.
Article 22. Jurisdiction / Applicable law
For all disputes relating to sales made by the Agence Images In and with a view to the application or interpretation of these general conditions of sale, and in the absence of an amicable resolution, only the Commercial Court of Antibes is competent. French law is the only law applicable.