General terms and conditions of just GmbH
(1) These terms of delivery and payment apply exclusively unless they are changed by express written agreement between the parties. They take precedence over any deviating General Purchasing Conditions of the client.
The offer, the acceptance of the offer and the order confirmation are subject to the present conditions. Any conditions or contract-changing provisions of the client are contradicted; they only become effective for the contractor if the contractor agrees to these changes in writing.
(2) All services, deliveries, deliveries and returns are carried out at the expense and risk of the customer. If the work is sent to the customer at the request of the customer, the risk of accidental loss or accidental deterioration of the work passes to the customer upon dispatch to the customer, at the latest when leaving the contractor’s premises. This applies regardless of whether the work is dispatched from the place of performance or who
bears shipping costs.
(3) The customer is the person who initiated the execution of the order – in writing or verbally – even if the invoice is issued to a third party at his request, ie he is fully liable alongside the third party for the invoice amount. If the order is placed in the name and for the account of a third party, the contractor must be expressly informed of this when the order is placed. There is no obligation for the contractor to check the authorization of the order submitter.
(4) The contractor is only obliged to confirm the order in writing if this is expressly requested by the client.
(5) If protected works, music or languages are used within the orders at the customer’s request, the client is responsible for clarifying all possible rights of third parties. The contractor is not obliged to check to what extent the content of ordered work violates statutory provisions. If this is the case, the client is liable for all resulting disadvantages or damage. Rights on the part of GEMA are fundamentally non-transferrable and are therefore not compensated by payments to the contractor.
(6) Liability for audio and visual material left behind can only be assumed up to the material value of the carrier material and only up to a maximum of 3 months after invoicing.
(7) The contractor is liable for processing damage to third-party image and sound material as follows:
a) in the case of tape recordings up to the material value of the carrier material.
b) no liability is assumed for any damage to films with adhesive strips.
c) in the case of film copies without adhesive strips, up to the costs of the copying plant for the replacement of a part of the clip in the length of the damage to the copy, if the type of damage prevents the further use of the copy or the relevant Parts clearly excluded (perforation break, cracks, etc.).
(8) If the customer provides irretrievable or difficult-to-replace sound and image recordings for processing, presentation or similar, the risk of taking out insurance for the material value and arranging for the production of backup copies lies with the customer.
(9) With regard to the possibility of scratches on the film material during processing, transfers, presentations, etc., the contractor assures to the best of his knowledge and belief that he will reduce this risk to the minimum that is customary in the industry by using only technically perfect equipment and regular maintenance. The detection of scratches after processing by the contractor is due to the large number of possibilities of previous processing by external companies and persons without probative value for the responsibility of the contractor. In principle, the Contractor therefore accepts no liability for damage caused by scratches or damage that can be derived from the formation of scratches.
When in doubt, it is recommended that untouched raw film extensions be pre-edited or pre-edited to test for the degree of scratching during the editing process. The client is responsible for initiating this.
(10) There is no obligation on the part of the contractor and his employees to inquire about any special processing risks. Such are always at the expense of the customer. If the risk of processing is increased due to insufficient preparation on the part of the client (e.g. improper execution of staples, use of unsuitable materials, etc.), the
Contractor reserves the right to refuse processing. For machine damage or production delays,
which arise for the contractor from such high-risk processing, the client is liable
(11) If the contractor is commissioned with and on third-party material, the client is fully responsible for the quality of the material and its suitability for the commissioned process. In the case of sound recordings onto a magnetic edge track in particular, the contractor is also entitled to charge for processing operations and expenses that have been unsuccessful or are incurred as a result of demonstrably inadequate suitability of the material (inadequate width deviations, faulty magnetic edge track, splices, etc.).
(12) The client is free to carry out or have carried out a free inspection of the audio tapes or copies processed by the contractor for sound quality, runnability, etc. on the premises and on the contractor’s equipment or his own equipment prior to delivery.
Complaints that arise after delivery of third-party equipment can only be recognized if the customer has gross errors compared to the customary requirements, standards, etc.
(13) In particular, the contractor inserts sound or image recordings into devices for automatic endless presentation without any guarantee for running properties and susceptibility to failure in later presentations outside the company. The contractor is not liable for damage and damage that can be derived from such running properties, even if he is the supplier or broker of the device and broker of the factory-issued guarantees.
(14) It is the client’s responsibility to ensure that an order is unambiguous by labeling the material to be processed or by providing written information (synchronous start markings, information about the sound-image distance, required running speed of 24/25/B/sec., pilot tone -Specification (1:1/1:1.04, etc.) Expenses that are necessary to clarify existing doubts (telephone calls, test application, checks, etc.) or that arise from a lack of information are at the expense of the client.
(15) Mediating activities, such as acceptance and delivery of deliveries from and to the copying plants, postal and rail expeditions, order forwarding and bookings with other companies, placement of speakers, actors, etc., are always carried out in the In the name and for the account of the client, even if the contractor does not expressly point this out. The contractor assumes no liability or guarantee whatsoever for such intermediary activities.
(16) When renting equipment, cameras, sound equipment, spotlights, projectors, etc., the lessee is liable for all damage including transport damage, in particular lamp damage, from the time of acceptance until the time of return to the lessor or a person authorized by him . Taking out insurance for rented items is the responsibility of the renter.
(17) Deadline commitments for processing and production processes are made to the best of our knowledge and belief, but without guarantee. The contractor assumes no liability for delays caused by third-party service providers, photocopying facilities, edge tracking, etc. For delays caused by the fault of the contractor in the course of a processing or production process, the latter is only liable up to the amount of the internal performance caused by the delay. External services and indirect damage are not included in the liability.
(18) If no special price agreements are made, the contractor’s list prices valid on the day of delivery shall be deemed to have been agreed. Prices and price lists will be made available at any time upon request.
(19) The terms of payment are the terms stamped or written on the invoice. If the invoice does not contain a separate note, immediate payment “purely net cash” shall be deemed to have been agreed. Oral side agreements on the method of payment require written confirmation by the contractor to be legally valid. If the target is exceeded, the contractor is entitled to charge appropriate interest on arrears, namely at least 5% above the base interest rate according to § 1 of the Discount Rate Transition Act of 09.06.1998.
(20) If external services are required in the course of executing an order, ie services that cannot be carried out with the studio’s own equipment and staff, the contractor is generally not responsible for the quality, punctuality and costs of these services. At the request of the client, however, the contractor takes over to the best of his knowledge
and conscience the mediation as well as, if necessary, the payment of such third-party services against the customary surcharge and the costs to be disbursed by him (fees for speakers, actors, editors, postage, cash on delivery, telephone calls, taxes, etc.). In the event of unreasonably high cash outlays, the contractor reserves the right to make the delivery of the production dependent on the reimbursement of the amounts paid out
(21) The contractor transfers the copyright right of use to the client only for the contractually agreed purpose. The transfer of further rights of use (e.g. rights of use unlimited in terms of location, subject matter or time) requires a special written agreement.
(22) For sound and text creations that are created by the contractor within the scope of the order or provided from archives, all performance rights or reproduction rights remain with the contractor until all claims from this order or other orders of the client have been paid in full, as well as ownership of the delivered material. Insofar as ownership of the delivered material would be lost due to treatment or processing by the customer (e.g. § 950 BGB), the parties agree that the customer will also produce the new item for the contractor. The parties agree that the contractor acquires ownership of this at a fraction of 120% of the value of the material delivered by the contractor, including other services rendered by him in connection with the treatment or processing (e.g. room rental including ancillary costs and expenses ) relate to the total value of the new item. The parties hereby agree that the client, insofar as the contractor acquires ownership of the items provided, will carefully store them for the contractor (§ 930 BGB). Due to its co-ownership, the contractor can at any time demand surrender without the client being able to counteract his co-ownership. Insofar as the contractor acquires copyrights to the items or works produced by him at the customer’s, the parties hereby agree that the customer shall also assign the copyrights to the contractor at the fraction of 120% of the contractor’s claims from the production of the works for the total value of the work. In the event of the sale of such items to which the contractor has co-ownership, the customer must agree on retention of title. In the event of non-payment of the claims against the customer, the contractor has the right to disclose the retention of title to the customer’s contractual partners at any time. Should the retention of title expire for any reason, the parties hereby agree that the customer’s claims for compensation will be assigned to the contractor in proportion to the retention of title. The customer cannot transfer the copyrights to which the contractor is entitled on the basis of the penultimate paragraph to third parties. The contractor is entitled at any time to disclose these copyright transfers to the third party if the client is in default of payment. The customer must inform the contractor at any time upon request with whom he has concluded contracts for the use of works to which the contractor has copyright or who has delivered items to which the contractor has retained ownership.
(23) If an order is not carried out for reasons for which the contractor is not responsible, the contractor can – without the need for proof of damage – charge a cancellation fee of 50% of the agreed fee. If an order that has been started is not completed for reasons for which the contractor is not responsible, the contractor is entitled to the full fee. An order is deemed to have started when the contractor has started to perform the contractually owed service. The client has the right to prove that no damage occurred at all or that the damage was significantly lower.
(24) Events of force majeure entitle the contractor to postpone the completion of the work for the duration of the hindrance and a reasonable start-up time, or to withdraw from the contract in whole or in part because of the part that has not yet been fulfilled. Strikes, lockouts or unforeseeable circumstances, such as operational disruptions, which make it impossible for the contractor to complete the work on time despite reasonable efforts are equivalent to force majeure. The contractor must provide evidence of this. This also applies if the aforementioned hindrances occur during a delay.
(25) If the time provided for the execution of the order is significantly exceeded for reasons for which the contractor is not responsible, the contractor can demand that the fee be increased in a reasonable proportion.
(26) If, despite the greatest possible care on the part of the contractor, works are lost through no fault of his own, this does not affect his fee claim; in this case he is obliged to procure a replacement at cost price to be paid by the client, unless the client is responsible for the loss himself.
(27) Insofar as the prices are calculated according to the number of meters, the number of meters determined by the contractor using his own measuring devices is decisive. Partial meters will be charged in full. Dimensional deviations are unavoidable and are taken into account up to 0.5%. The meter prices for processing operations specified in the price list are only used by the contractor as a basis for calculation if uninterrupted processing of continuous lengths, complete rolls, etc. is ensured. If the processing price calculated from the number of meters falls below the total processing time, e.g. in the case of lengths that are too short or processing processes that are interrupted too frequently, the contractor is entitled, at his own discretion, to use the minimum length calculations set out in the price list or the calculation of the transfer time per hour bring to.
(28) The contractor expressly points out that data is sent via the Internet unencrypted and at the express request of the client. The contractor accepts no liability for any damage caused to the customer by, for example, unauthorized access by third parties.
(29) The contractor assumes no liability for damage caused to the client by unauthorized access by third parties (e.g. hackers) to files created for the client or by the client
(30) The contractor is entitled to publicly name the client and project names as reference customers after the first broadcast date.
Gauting, January 1, 2004