Terms and Conditions
Terms and conditions, Cineunit, January 2015.
In these Terms and Conditions the following words shall have the following meanings unless the context otherwise requires:
I. CINEUNIT means the lessor as indicated in the Specific Terms.
II. CUSTOMER means the person, firm, Cineunit or partnership (including their successors, personal representatives and permitted assignees) requesting Equipment or purchasing Goods and/or Services from the Cineunit as indicated in the Specific Terms.
III. CINEUNIT PERSONNEL means the employees, agents, sub-contractors or other persons whose services are employed by the Customer whether in conjunction with the hire of Equipment or the sale or purchase of goods or otherwise.
IV. EQUIPMENT means cinematography Equipment (owned by Cineunit or other company) and accessories and all articles, materials, vehicles supplied by the Cineunit to the Customer together with Cineunit Personnel or any replacements or substitutes and all accessories and additions made thereto.
V. RENTAL FEES mean the rates agreed and payable for the rental of Equipment and/or for Goods and/or Services purchased by the Customer from the Cineunit.
VI. QUOTATION means the written Quotation made available by the Cineunit to the Customer, setting out the price, where applicable, quantity in respect of any combination of Equipment, Cineunit Personnel and/or Goods and other Services, and any other term and condition which may be deemed necessary by the Cineunit. Quotations are confidential documents and may not be distributed to third parties without written agreement with Cineunit.
VII. CONTRACT means the agreement between the Cineunit and the Customer for the hire of Equipment or Cineunit Personnel or the sale and purchase of goods and/or services in accordance with and incorporating these Standard Terms and Conditions and the Specific Terms as defined below. The Specific Terms and its Schedules, Appendices, etc. and the Standard Terms and Conditions and their Appendices form an integral part of the agreement between the Cineunit and the Customer.
VIII. SPECIFIC TERMS mean the specific agreement between the Cineunit and the Customer defining the exact terms of hire of Equipment and/or Cineunit Personnel, the list of Equipment, agreement on Rental Fees and the Rental Period, the Delivery/Pickup Date.
2. ORDER AND ACCEPTANCE OF TERMS AND CONDITIONS
The Customer may order Equipment, Cineunit Personnel and/or Goods and other Services in writing (in e-mail) or verbally (by telephone or in person). In case of ordering verbally a written order request must be provided as soon as possible after conclusion of telephone or in-person conversation. The Customer is obliged to provide as detailed Equipment list as possible upon which Cineunit will provide Customer with Quotation. Quotation for each order must be approved by Customer before Equipment, Cineunit Personnel and/or Goods can be reserved for the Customer. When the Customer accepts Quotation provided by Cineunit on the Equipment to be rented via e-mail, order is considered confirmed.
Unless otherwise agreed in writing by the Parties, any order by the Customer for Equipment, Company Personnel and/or Goods and Services shall be construed as an express acceptance of these Terms and Conditions and the Quotation which shall prevail to the exclusion of all other terms. The payment of any invoices sent by the Company to the Customer shall be deemed acceptance of the Quotation and/or these Standard Terms and Conditions. The acceptance of delivery shall also be construed as an express acceptance of these Standard Terms and Conditions and the Quotation.
3. RENTAL PERIOD
RENTAL PERIOD commences on the Delivery Date and continues until the Termination Date. DELIVERY DATE means the date of the Delivery as set in order by Customer in writing and/or verbally or the date set out in the Quotation. TERMINATION DATE means the date of the full return of Equipment and Company Personnel to the Cineunit’s place of business or the date on which the Customer has agreed to return the Equipment to the Company as set out in the Quotation and/or in the Specific Terms or as otherwise agreed in writing by the Parties.
I. The minimum Rental Period shall be one day for orders outside Estonia unless agreed otherwise in writing and half day in Estonia. The time required to collect and return Equipment is included in the Rental Period unless agreed otherwise or if end time of Customer’s production is after normal working hours of Cineunit, Customer must return Equipment at 08:30 a.m. on following morning.
II. Cineunit will use its reasonable endeavors to have Equipment available for delivery or collection on the date requested by the Customer at the time of order but the Cineunit shall not be liable for any consequences of a delay due to circumstances beyond its control, provided that Cineunit has informed the Customer about such circumstances in due time.
III. The Rental Period may be extended by agreement between the Parties, subject always to the availability of Equipment and/or Cineunit Personnel and payment by the Customer of all additional Rental Fees and other charges. In case the Customer has not paid Rental Fees or other charges in due time, the Cineunit may refuse to extend the Rental Period and may demand the immediate return of Equipment to the Cineunit.
IV. Normal warehouse opening hours of Cineunit are working days Mon–Fri from 8:30 a.m. till 17:30 p.m.
4. RENTAL AND OTHER COMPENSATIONS
The Customer agrees to pay to Cineunit compensations on the rented Equipment and the purchased materials in accordance with the price list or other specification of the Equipment.
The Customer shall pay to the Cineunit the Rental Fees in amount payable for the hire of Equipment, for Cineunit Personnel and for Goods and/or Services purchased by the Customer from the Cineunit. Rental Fees shall be set out in the Quotation accepted by the Customer and/or as agreed in the Specific Terms.
Rental Fees shall be calculated from the Delivery Date until the Termination Date. In the event that the Equipment is not returned by 8:30 a.m. on the day following the Termination Date set out in the Quotation and/or the Specific Terms, the Customer shall be liable for additional fees at the full daily rental rates set out in the rental catalogue of the Cineunit for each day until the Equipment is returned.
For the days of Equipment transportation Cineunit shall invoice 50 % of the rental price of the Equipment.
Unless otherwise agreed by the Parties, when the Rental Period is agreed to be the maximum of seven (7) days, cancellation of ordered or reserved Equipment and/or Cineunit Personnel within 24 hours of the Delivery Date will incur a cancellation charge of 50% of Rental Fees for Equipment and/or Cineunit Personnel concerned, and when the Rental Period is agreed to be more than seven (7) days, cancellation of ordered or reserved Equipment within 72 hours of the Delivery Date will incur a cancellation charge of 50% of Rental Fees for Equipment concerned.
The Customer shall pay Rental Fees in the local currency of the Cineunit’s office that issued the invoice, without abatement, deduction or set-off. The Customer shall pay Rental Fees as set out in the Quotation and/or in the Specific Terms.
Where rates include the provision of Cineunit Personnel, overtime rates and additional expenses (travel, accommodation, vaccinations, visas etc.) may apply during certain hours or after certain periods of time, in accordance with the Cineunit’s applicable price list(s) and in line with applicable domestic and international laws and regulations.
Past due amounts shall bear interest at the rate according to the applicable laws and as set out in the Quotation and/or the Specific terms.
Rental Fees and all other charges and prices set out in the Quotation and in the Specific Terms are given exclusive of VAT. When applicable, VAT at the standard rate will be added to the sums charged to the Customer. The Customer shall be solely liable for any and all taxes, transportation charges, duties, broker fees, bond, customs and all other costs and duties arising out of the Customer’s rental, use or transportation of Equipment or otherwise resulting from the Customer’s rent of Equipment, use of Cineunit Personnel and/or purchase of Goods and Services.
In case of pro-bono rental service provided from Cineunit, Customer must agree to following conditions:
- Only Equipment owned by Cineunit will be provided free of charge.
- Cineunit Personnel must be present in Customer’s production in camera crew. Fee for Cineunit Personnel to be paid according to the official price list or by direct agreement with Cineunit Personnel.
- Cineunit reserves right to change Customer’s Equipment list before notifying Customer in case of financially viable order being made.
5. DELIVERY AND INSPECTION
Cineunit shall be responsible for the collection and return of Equipment unless agreed in writing prior Delivery. Cineunit shall have absolute discretion as to the mode of Delivery of Equipment. Delivery (including for the purposes of risk of loss) of Equipment and purchased Goods to the Customer shall be deemed to have taken place when Equipment has left the warehouse or premises of Cineunit or is otherwise handed over to the Customer, its contractors, agents, employees, transportation company or any other agreed third party for delivery to the Customer.
Unless agreed otherwise in writing Equipment is not rented out without Cineunit Personnel. Cineunit will test and repair or replace all Equipment which is not owned by Cineunit thus providing Customer with fully functioning Equipment and Service. In case of malfunctioning equipment Cineunit will replace faulty equipment with similar Equipment or repair the defect.
In case of Customer’s own personnel, Customer is obliged immediately after having received the rented Equipment to inspect and test the rented Equipment to ensure the proper functioning (Inspection). Customer will be provided with packed Equipment for Inspection and with Delivery Note (document that shall itemize Equipment and purchased Goods delivered) for each case. If any defect or failing on the Equipment appears when the rented Equipment is inspected, Cineunit shall be obliged to provide the Customer with similar kind of functioning equipment or to repair the defect. The Customer shall accept the rented Equipment in a condition as it is after having inspected. The inspection of the Equipment must be agreed to be carried out so early that possible defects can be repaired by Cineunit before the agreed rental period begins.
Cineunit shall not be liable for any damage that may result from any defect or failing which the Customer should have noticed when it inspected the rented Equipment. The Equipment shall be rented without any functioning guaranty. If any defect or failing on the Equipment appears during the agreed rental period and the Customer should have noticed such defect or failing when it inspected the rented Equipment, the Customer shall be obliged to deliver the Equipment at it’s own cost to Cineunit or to any other place requested by Cineunit to be replaced or repaired. Cineunit shall then not be liable for any possible direct or indirect costs or damages suffered by the Customer resulting from such replacement or repair.
Transportation with Cineunit’s vehicles to Customer’s location outside Tallinn is 0.30 €/km.
6. HANDLING AND MAINTENANCE OF THE RENTED EQUIPMENT
If Equipment is rented without Cineunit Personnel or outside 50km radius of Tallinn, Estonia, the Customer agrees to handle, store and take care of the Equipment carefully, properly and professionally otherwise Cineunit will take care of storage of Equipment.
Equipment shall only be used within their technical specifications and may only be assembled, operated and dismantled by expert persons such as Cineunit Personnel. If Customer prefers its own personnel, Customer must make sure that it is qualified to work with Cineunit’s Equipment.
The Customer shall: I) have no right to transfer the Equipment further to a third party for any use without a prior written consent given by Cineunit. The Equipment must not be used for any illegal activities in case of failure to do so Customer must take full financial responsibility for possible damage and/or fines resulting from such actions. II) not modify or disassemble Equipment, except for the purpose of normal cleaning and maintenance. III) not attach anything to Equipment by any means that causes damage to Equipment. IV) take all reasonable precautions to avoid loss or damage to Equipment during the Rental Period. V) inform the Cineunit of any fault in Equipment within 24 hours of the Customer’s discovery of such fault. IV) not, without the prior written consent of the Cineunit, use Equipment on any abnormal or hazardous assignment or transport Equipment by air other than on a regular scheduled flight by a reputable airline; and/or, without the prior written consent of the Cineunit, use Equipment outside of the country of the Delivery.
The Cineunit shall not be liable for any defects in or loss of data, files and/or any other material which is recorded or otherwise created with hired Equipment and/or by Cineunit Personnel.
The Customer shall be liable for any costs resulting from any transportation of the Equipment including the picking up of the Equipment from Cineunit and returning the Equipment to Cineunit.
The Equipment shall be insured by Cineunit and the Customer agrees to pay to Cineunit as an insurance fee of five (5) per cent of the rental price of the Equipment provided that Cineunit Personnel is ordered together with Equipment. The excess share of the insurance is 500 euros per each insurance case, and the Customer agrees to pay any damages/costs maximum of the excess share of the insurance. If the Parties separately agree upon, the Customer may be responsible for insuring the rented Equipment and providing Cineunit with a written insurance certificate before the agreed rental period begins.
8. DAMAGES AND DEFECTS.
During the agreed rental period and thereafter the Customer shall be responsible for reporting to Cineunit any damages and defects regarding the Equipment. The Customer shall be liable for any damages caused by it and any costs resulting from possible useless of the Equipment. The Customer shall further be liable for any damages that Cineunit may discover when the Equipment is returned or at any later inspection. The Customer agrees to cover any costs resulting from any repair of the Equipment, if repairable, or any costs resulting from purchasing a new similar kind of equipment or device, if the Equipment, wholly or partially, is destroyed, lost or it cannot be repaired or returned to Cineunit for any other reason. The Customer shall have no right to carry out any amendments or repairs regarding the Equipment without the prior consent given by Cineunit.
If during the agreed rental period there appears any defect of the Equipment which defect does not result from any operations which the Customer is responsible for, Cineunit shall be responsible for covering any costs of repair regarding the Equipment at the agreed location and any other reasonable direct costs, such as delivery and transportation costs, resulting from the delivery of the Equipment to have it repaired. Cineunit shall not be liable for any damages or any costs other than those specifically set forth in these general rental terms resulting from the defects of the Equipment and suffered by the Customer.
Cineunit shall be liable for any damages resulting from an intentional or grossly negligent failure to perform its obligations. The maximum liability shall be equal to the rental price of the Equipment for the rental period.
9. DATA MANEGEMENT
Cineunit will make backup copies from audiovisual data, and can make format conversions from the original material in total size of 2 terabytes. Customer is obliged to provide transport media for the audiovisual media recorded on Customer’s production. Cineunit will keep backup copy of recorded material up to but not longer then 48 hours after return of equipment. Customer must make its own backups during these 48 hours. Cineunit shall not be liable for any complaints of lost, deleted or any other way damaged material after 48 hours of return of equipment. Cineunit duties and responsibilities concerning the data management services is limited to producing the services. Cineunit is not responsible for the defects or errors on produced services, that are a result of defects or errors in the recording media, like hard drives etc. Maximum liability shall be equal to the rental price of the defective recording media or the amount invoiced for the services for the defected part of the production.
In case Equipment has been used in connection with a film, television or video production, the Customer shall mention Cineunit as well as any Cineunit Personnel engaged in such production in the end credits or equivalent listing of the said production as customary in the industry. The Cineunit shall supply upon request a copy of its Cineunit logo for this purpose.
11. THE USE OF THE EQUIPMENT OUTSIDE ESTONIA
The Customer shall be responsible for taking care of any necessary notifications as well as acquiring and maintaining any proper permissions which are required for any transportation and use of the Equipment outside of Estonia.