Terms and Conditions

Dragonface Productions GmbH
Media Production

General Terms and Conditions of Dragonface Productions GmbH as of 01/05/2022
(hereinafter referred to as “DFP”)

 

 

§ 1 Scope

The following General Terms and Conditions of DFP apply generally to all current and future contractual relationships with the client, unless deviating agreements are made in individual cases. The client’s general terms and conditions are excluded for all contracts that DFP concludes with the client, unless DFP has expressly agreed to the validity of the client’s terms and conditions in writing.

 

§ 2. Conclusion of contract

2.1
DFP’s offers are non-binding, unless otherwise agreed. The acceptance period for a binding offer is expressly stated in the offer.

2.2
The contractual partner and thus client of DFP is whoever has accepted DFP’s contractual offer in writing or verbally. If an offer is accepted in the name and on behalf of a third party, DFP must be expressly informed of this.
The client is liable for all services to be provided by him in accordance with the contractual agreements.

 

§ 3. Completion dates

3.1
Completion dates are only legally binding if this has been expressly agreed in writing.

3.2
Agreed completion dates are postponed by periods in which DFP is prevented from meeting the deadlines for reasons for which it is not responsible, in particular in cases of force majeure, unintentional operational or traffic disruptions or strikes.

 

§ 4. Client’s obligation to cooperate

4.1
The client must provide, to the agreed extent, the acts of cooperation that are necessary for the contractual processing of the services owed by DFP completely, on time and at its own expense. In particular, the client shall provide the employees of DFP with all necessary support actions during their work in the client’s area that are required for the provision of services.

4.2
If the client does not perform one of the required acts of cooperation, not on time or not in the agreed manner, the client shall bear the resulting consequences (delays, additional expenses, whether financial or in any other way, etc.).

4.3
The client’s obligations to cooperate represent essential contractual obligations of the client.

 

§ 5. Extensions of project services

5.1
In order to implement an extension of the contractually agreed services requested by the client, a concrete written or textual agreement is required. This agreement must also include the amount and due date of further remuneration claims of DFP as well as the effects on previously agreed completion dates; in this respect, the client has no unilateral right to determine the services, in particular to extend the services.

5.2
During the negotiations regarding service extensions within the meaning of the above para. 5.1, DFP is entitled to suspend the services agreed so far. The agreed completion dates will be postponed by the period of the negotiations.

 

§ 6. External services

6.1
If and to the extent that external services are necessary for the realization of the project, DFP generally concludes the corresponding contracts with these third parties in its own name, with the consequence that DFP is also obliged to bear the corresponding costs vis-à-vis these third parties in the external relationship. Accordingly, DFP also has the right to select necessary third parties itself.

6.2
If DFP is commissioned by the client to conclude contracts for external services in its name and on its account and/or to issue or accept declarations in its name, the client must issue DFP with sufficient written authorization upon request. If DFP also monitors the services of these third parties at the request of the client, DFP is entitled, but not obliged, to represent the client, in particular also within the framework of the acceptance of the services of the third party.

 

§ 7. Remuneration, reimbursement of expenses, due date

7.1
All contractually agreed remunerations are exclusive of statutory sales tax.

7.2
If a remuneration for DFP is determined according to shooting days, all calendar days represent shooting days. A working time of up to 10 hours applies per shooting day. Shooting days that are canceled due to culpable conduct on the part of the client shall also be remunerated accordingly. The same applies to delays that are attributable to culpable conduct on the part of the client. Additional costs for a reorganization of the production will also be invoiced to the client.

7.3
Advance payments are to be paid as agreed in the contract, after placing the order and before the start of the pre-production (concept creation, procurement of equipment, etc. preliminary services).
In the case of high rental costs for special equipment, we reserve the right to increase the advance payment by the amount of these rental costs.

7.3
The contractually agreed remuneration does not include all expenses that DFP either incurs on behalf of the client or was allowed to consider necessary in its interest. DFP is entitled to invoice these expenses to the client separately, enclosing a corresponding proof of costs. The applicable sales tax regulations remain observed.

7.4
DFP determines the number of project-related helpers/employees and the amount of their remuneration.

7.5
If the contractual relationship ends prematurely, but only after the start of shooting, due to a termination by the client within the meaning of § 649 BGB, DFP can demand the full open residual remuneration and must have 20% of the still open residual remuneration with regard to the services not rendered offset against saved expenses; the client remains free to prove that DFP’s saved expenses are higher.

7.6
Each invoice amount is to be paid to the bank account named in the invoice and must be credited there no later than 14 days after receipt of the invoice.

 

§ 8. Default of payment by the client

8.1
The client is in default of payment without the need for a separate reminder by DFP if he has not settled the invoice amount within the period specified in para. 7.6.

8.2
In the event of default of payment, DFP is entitled to charge and assert the statutory default interest rates applicable between companies in the amount of currently 9 percentage points above the base interest rate. Further claims for damages remain unaffected.

8.3
In addition, in the event of default of payment by the client, DFP is entitled to assert a right of retention and to suspend its services until full settlement of all outstanding invoices from the entire business relationship with the client.

 

§ 9. Acceptance, also of partial services

9.1
The service results to be created by DFP in the course of the project or – if agreed – individual project sections are to be accepted separately by the client in accordance with the following provisions, insofar as the service results are accessible to a (partial) acceptance according to their nature.

9.2
As soon as the service results provided within the scope of a respective product section are completely available and made accessible to the client, DFP informs the client of the readiness for acceptance in at least text form. DFP is entitled to provide the services rendered with a timecode or/and watermark until final acceptance. The acceptance period is 2 weeks.

9.3
By accepting a service result (partial service) created within the scope of a project section, this becomes the binding basis for the following project sections. With acceptance of the last project section, the service of DFP is considered as accepted in total (= final acceptance). The success of the final acceptance remains unaffected by the previous acceptances of any individual partial services.

9.4
As long as the client does not expressly select and thus accept a contractual draft presented by DFP within the scope of a project section for the purpose of further processing, DFP is entitled without legal disadvantages to suspend the work attributable to the following project sections or not to start with these works.

9.5
Within the scope of the acceptances owed by the client, any justified change requests of the client are to be recorded jointly. Change requests do not constitute notices of defects by the client and therefore do not justify any warranty rights of the client. These change requests will be processed by DFP once free of charge (i.e. once in each case for partial acceptance), but otherwise and beyond that for a fee. After processing the change requests, a separate acceptance is required.

9.6
The acceptance – even of only a partial service – is considered granted if the client refuses to accept the contractual (partial) service after setting a grace period of one week.

 

§ 10. Rights of use

10.1
With full payment of the remuneration owed to DFP (including any reimbursement of expenses), the client receives rights of use to the media created by DFP in accordance with the agreements made in the contract.

 

§ 11. Return of materials to the client

11.1
Any materials handed over by the client to DFP and made available to DFP will be returned to the client immediately after the final acceptance of the production by the client or at the time of termination of the contract in the event of premature termination of the contractual relationship.

 

§ 12. Warranty

12.1
Warranty in general:
The client is obliged to report any defects and complaints to DFP immediately in at least text form.

12.2
Guarantees for material defects:

12.2.1
If the client reports a defect in due form and time, DFP shall initially provide a warranty at its own discretion by eliminating the defect or by delivering a defect-free production, so-called subsequent performance.
The client must accept rework in accordance with the contractual agreements, alternatively in accordance with these GTC again.

12.2.2
Only if the second attempt of subsequent performance has failed due to the same defect, the client is entitled, at his option, to demand a reduction of the remuneration (so-called reduction) or a cancellation of the contract (so-called withdrawal).

12.2.3
Warranty claims of the client are excluded if he himself has made changes not approved by DFP to the production manufactured by DFP and DFP specifically demonstrates that such changes have caused the defect.

12.2.4
In all other respects, the warranty claims are governed by the statutory provisions.

12.3 Guarantees for defects of title:

12.3.1
The client must inform DFP immediately and at least in text form if and if third parties assert claims against him due to the infringement of intellectual property rights. The client hereby authorizes DFP already now within the framework of these GTC to conduct the dispute with the third party out of court and in court, provided that an infringement of intellectual property rights exclusively attributable to DFP is in dispute. If DFP makes use of this authorization, the client is not entitled to recognize the claims of the third party in whole or in part without prior consent from DFP. If DFP makes use of this authorization, it is also obliged to defend the claims of the third party at its own expense and to indemnify the customer against all costs and damages (including legal prosecution costs) associated with the defense of the claim, provided and to the extent that claims of the third party are not based on a culpable breach of duty on the part of the client.

12.3.2
If the contractual use of the production is impaired by intellectual property rights of third parties for reasons for which DFP is responsible, the warranty claims of the client are governed by the above provisions of 11.2 (warranty for material defects).

 

§ 13. Shipping and transfer of risk

13.1
Shipments are made at the expense and risk of the client.

13.2
The client is obliged to inspect the sent deliveries immediately, in particular for their external condition. Any transport damage must be complained about to the transport company in the prescribed form, relevant evidence must be secured, DFP or/and the sender must be informed immediately, enclosing a damage or loss confirmation from the transport company. Damaged deliveries must be kept available to DFP.

 

§ 14. Final provisions

14.1
German law (excluding UN sales law) is exclusively applicable to any contractual relationship with DFP,

14.2
Should individual provisions of the contract be or become invalid, this shall not affect the validity of this contract as a whole. The parties shall be deemed to have agreed on what they would have agreed on, taking into account the economic purpose of the contract, had they foreseen the invalidity. The same applies to unclear regulations.

14.3
The place of jurisdiction and place of performance is, as far as legally permissible, the registered office of DFP.

14.4
Changes and additions to the contract must be made in writing. This also applies to the condition of the written form.