Preamble :
These General Terms and Conditions of Sale (GTCS) are available on our website at www.solidruskcom and provided to each Client upon request. They apply to all orders for audiovisual production, all work, and all deliveries. All orders placed with Solid Rusk Production imply full and unconditional acceptance of these general terms and conditions of sale. Any derogatory or additional agreement to these general terms and conditions of sale must be made in writing. Thus, no specific conditions such as mentions on purchase orders or production orders by Solid Rusk Production, or the Client’s general terms and conditions of purchase, can prevail over the application of these general terms and conditions of sale without the prior written acceptance of Solid Rusk Production. No act of tolerance by Solid Rusk Production can constitute a waiver of these general terms and conditions of sale.
Article 1: Object of the contract These general terms and conditions of sale aim to define the rights and obligations of the parties during the sale of services provided by Solid Rusk Production within the scope of its commercial activity. The services provided by Solid Rusk Production mainly consist of the production, realization, and provision of audiovisual and graphic recordings and creations.
Article 2: Definitions The term « Client » refers to any legal or natural person who has ordered a service from Solid Rusk Production.
Article 3: Rates and services The prices specified on the estimates are valid for 30 days from the date of issue. They remain firm and non-revisable upon ordering if it occurs within this period, subject to the possible realization of the project regarding the requested deadlines. The services to be provided are those clearly stated on the estimate. Thus, any service not stated will not be included and will be the subject of a complementary estimate. Each order is personal to the Client; therefore, it cannot be transferred or assigned, even partially, without the prior written agreement of Solid Rusk Production. Additional fees: Travel expenses necessary for the proper execution of the contract may be invoiced to the Client, as well as any overtime hours performed by the necessary teams during shootings, accommodation, or other purchases and expenses necessary for production.
Article 4: Formation and execution of the contract
Article 4.1: Purchase Order / Estimate and Start of Work The validation of the estimate by the Client implies acceptance of the general terms and conditions of sale and serves as a purchase order. It must be accompanied by a 50% deposit of the total price of the services to be provided if the estimate exceeds €500 (five hundred euros). Work will only begin when the estimate, the 50% deposit paid, and the documentary, graphic, and textual elements necessary for the proper execution of the contract are available to Solid Rusk Production.
Article 4.2: Execution of the contract Solid Rusk Production undertakes to execute its services within a reasonable time. This period may be specified on the estimate and/or purchase order, or agreed orally and confirmed by email. If a delivery deadline is conventionally set, it will be automatically extended as soon as an external element to Solid Rusk Production requires it (modification of the initial order by the Client, non-receipt or late sending of the elements necessary for the execution of the work, force majeure, strike, machine breakdown, bad weather during outdoor shootings, etc.). To enable Solid Rusk Production to carry out its mission, the Client undertakes to establish a detailed specifications document that will not be modified, except by agreement of the parties. Any request for modification involving a substantial overhaul of the initial specifications document will be considered as an additional service and, if necessary, will be the subject of a new estimate. The work carried out will remain due by the Client to Solid Rusk Production. For each stage of the project, the Client undertakes to transmit its approvals to Solid Rusk Production clearly and explicitly, by sending a dated and signed email or letter. The lack of approval or request for modification of the achievements by the Client cannot result in reproaches to Solid Rusk Production. Thus, the initially planned deadlines do not take into account the response times of the Clients. Indeed, Solid Rusk Production cannot undertake to respect only the production times provided on the estimate/purchase order. Any request for modification must be made in writing, clearly and explicitly. The work done implies that the corresponding sums for this work are due.
Article 4.3: Delivery The delivery of productions (films, videos, visuals, photos, etc.) can be done by email, via an FTP server, at its business premises, at the Client’s premises, or at any other location proposed by the Client. Regarding the delivery format (DVD, video tape, file format, PAD, etc.), it is up to the Client to specify its preferences in advance. Unless otherwise agreed in writing, the Client bears the transport costs and assumes the risks from the time the goods are taken over by the carrier. Notwithstanding this assumption of risks, the goods only become the property of the Client after full payment of their price.
Article 4.4: Termination of the contract In the event of cancellation by the Client, the deposit paid will be retained, even if the cancellation occurs between the day of signing the contract and the start of production, due to reservations and expenses incurred. (In the case of force majeure, the refund is subject to the discretion of Solid Rusk Productions). In the event of termination of the contract before its term by the Client, the latter undertakes formally to regularize and remunerate the amounts relating to the current calendar, the posts completed or in progress, as well as the additional services performed. Solid Rusk Production reserves the right to invoice the entire order recorded on the signed estimate. All copyright remains the exclusive and full property of Solid Rusk Production, except for data provided by the Client and purchased arts. Any creation of Solid Rusk Production cannot be claimed by the Client without a financial contribution specifically intended for the purchase of assignments. All original works remain the property of Solid Rusk Production, as well as rejected projects. Solid Rusk Production reserves the right, in all circumstances, to cancel all or part of the order due to inconsistency with public order or morality or any legal and regulatory provision. In this context, the cancellation will be considered as a request for termination and will entail the same rights.
Solid Rusk Production also reserves the right not to execute this order or to execute it only partially in the event of non-full payment of an overdue invoice, bankruptcy, or notorious insolvency of the Client.
Finally, in accordance with Article 1134 of the Civil Code, the obligations arising from the contract must be executed in good faith. Failing that, Solid Rusk Production may cancel the order. The latter will be considered as a request for termination and will entail the same rights.
Article 5: Responsibilities and commitments of the parties In general, the parties undertake to collaborate actively to ensure the proper execution of the contract.
Article 5.1: The Client The Client undertakes to provide accurate and sincere information and undertakes to inform Solid Rusk Production of any changes concerning the data provided and will be solely responsible for any malfunctions that may result from erroneous information. For better collaboration between the parties, the Client undertakes to designate a project manager, thus ensuring a single point of contact with Solid Rusk Production. Furthermore, to enable Solid Rusk Production to carry out its mission under the best conditions, the Client undertakes to: – establish a detailed specifications document that will not be modified, except by agreement of the parties – provide all documentary, graphic, and textual elements necessary for the proper execution of the contract – have the necessary rights over the elements provided to Solid Rusk Production for the performance of its mission – be an active interlocutor to enable creation or production as quickly as possible The Client is solely responsible for the quality and content of the images provided to Solid Rusk Production, which declines all responsibility for expenses or material/body damage that may be caused by the implementation, use, and dissemination of the recordings produced by Solid Rusk Production and delivered to the Client. Finally, the Client guarantees Solid Rusk Productio for any direct or indirect damage caused to the installations of Solid Rusk Production or its subcontractors by defects and viruses present in the material transmitted to Solid Rusk Production.
Article 5.2: Solid Rusk Production Solid Rusk Production undertakes to inform the Client of the progress of the project, notably through validations submitted to the Client. Solid Rusk Production cannot be held responsible for errors due to incorrect, incomplete, or untimely information provided by the Client.
Article 6: Payment terms Unless a payment period is clearly agreed upon by mutual agreement and indicated on the invoice, the invoice must be paid on the delivery date or at the latest on the thirtieth (30th) day of the month following invoicing. In the event of late payment, penalties will be due without any reminder being necessary, in accordance with the law. Thus, in the event of non-payment by the due date, a lump-sum compensation of €40 for collection costs will be applied. In the event of late payment, a penalty set at 15% of the total amount of the invoice, per month of delay started, is due without reminder the day following the deadline for payment. (Fight against late payment / Article 53 of the NRE Law). Furthermore, the failure to settle any invoice, after a reminder by registered letter with acknowledgment of receipt from Solid Rusk Production, within fifteen days, will result in a formal notice with an injunction to pay. In the event of non-payment of this final notice, the invoice will be referred to the Commercial Court of Paris. The exploitation of a creation made by Solid Rusk Production, without the full payment of its price, constitutes a violation of copyright.
Article 7: Ownership of the work done According to the Intellectual Property Code, the moral right of a creation is attached to its creator perpetually and imprescriptibly. Therefore, only the reproduction and representation rights will be assigned to the Client after payment of all invoices. It is also recalled that any representation or reproduction, in whole or in part, made without the consent of the author or his rights holders, is unlawful and punishable under the laws relating to the offense of counterfeiting. The entirety of the production and the rights of reproduction and representation relating thereto, the subject of the order, remain the entire and exclusive property of Solid Rusk Production until the invoices issued by it are paid in full by the Client, up to the total amount of the order and any amendments concluded during the provision. As a corollary, the Client will become the owner of the production and the rights transferred upon final payment and settlement of all invoices issued by Solid Rusk Production within the framework of the order. Unless otherwise specified on the estimate, production files, sources, and rushes remain the property of Solid Rusk Production. Only the finished product will be sent to the Client. In the absence of such a mention, and if the Client wishes to have the sources of the documents, an addendum to this document must be requested and will be subject to additional invoicing. It should be recalled that an idea proposed by the Client does not constitute in itself a creation and is not subject to copyright.
Article 8: Assignment and subcontracting If, for any reason, Solid Rusk Production is unable to fulfill the Client’s order, in whole or in part, it may be decided to assign or subcontract all or part of the service. Solid Rusk Production undertakes to inform the Client thereof. In the case of usual subcontracting with various providers (rental of equipment, audio recording in the studio, etc.), it is understood that the production remains under the final responsibility of Solid Rusk Production and engages its liability towards the Client.
Article 9: Rushes Conservation Exploited rushes are kept for one (1) year after delivery of the project to the Client. During this period, the Client may request a quote from Solid Rusk Production for the conservation of the rushes for the period of its choice. Unused rushes, on the other hand, are destroyed upon validation of the project unless expressly requested by the Client. The rushes remain the entire and exclusive property of Solid Rusk Production. At the express request of the Client, Solid Rusk Production may establish the estimate corresponding to the transfer of ownership to the Client’s benefit. The storage of rushes and projects is carried out on internal servers, installed at the company’s headquarters, and only accessible from the company’s computer park.
Article 10: Right to Broadcast and Advertising
Article 10.1: Right to Image The Client assumes full responsibility for the choices made regarding textual and iconographic content appearing in the production delivered by Solid Rusk Production, as well as for the exploitation thereof, including its compliance with the regulations in force. It also ensures that it owns the necessary rights to exploit all creative textual, iconographic elements provided by it to Solid Rusk Production as part of its mission. It also ensures that it has signed agreements for the dissemination authorizations of the images of its employees and external interveners staged in the video content produced and guarantees Solid Rusk Production against any third-party complaint relating to the violation of the rights of all the aforementioned elements.
Article 10.2: Advertising Right Solid Rusk Production reserves the right to mention the achievements made for its Client or the Client’s client on external communication and advertising documents (website, portfolio, etc.) and during commercial prospecting efforts. Posting on the Solid Rusk Production website (www.solidrusk.com), as well as on Solid Rusk Production’s accounts on various video distribution sites and social networks, of the achievements made by Solid Rusk Production for the client is accepted by the client, as soon as the client has requested the services of Solid Rusk Production. However, the Client may request by registered letter with acknowledgment of receipt, against financial compensation for loss of earnings due to the lack of visibility, the non-publication of achievements. The request for withdrawal of a video must be sent by registered mail to: Geay Julien – Solid Rusk Production – 12BIS av de la Torraca 06190 Roquebrune Cap Martin Upon receipt of this letter, mentioning the name of the video and its URL, the video will be withdrawn within 72 hours.
Article 11: Force Majeure The parties cannot be considered responsible or having failed to fulfill their contractual obligations when the failure to fulfill their respective obligations originates from force majeure. The contract is then suspended until the causes of force majeure cease to exist. Force majeure refers to all irresistible, external, unpredictable, and independent circumstances beyond the parties’ control. Solid Rusk Production cannot be held responsible in the event of equipment malfunction when it has been established that this malfunction is due to force majeure.
Article 12: Copyright and Commercial Mention Unless explicitly stated otherwise by the Client, Solid Rusk Production reserves the possibility of including a commercial mention in the production clearly indicating its contribution, such as the mention « Produced by Solid Rusk Production », accompanied, when the medium allows, by a hyperlink pointing to the commercial website of its activity (www.solidrusk.com), or its logo. In case of refusal, the Client must send a registered letter with acknowledgment of receipt to Solid Rusk Production explaining its refusal of publication. The dissemination of images is only for promotional, advertising, and non-profit purposes. However, the Client may request by registered letter with acknowledgment of receipt, against financial compensation for loss of earnings due to the lack of visibility, the non-publication of achievements.
Article 13: Applicable Law These general terms and conditions of sale and the operations of purchase and sale arising therefrom are governed by French law. Any dispute relating to the interpretation, performance, or validity of this contract shall be submitted to the exclusive jurisdiction of the Commercial Court of the jurisdiction of the domicile of Solid Rusk Production.