Terms and Conditions
General Terms and Conditions of ARRI Media GmbH
Applicable as from May 2015
1. GENERAL, SCOPE OF APPLICATION
1.1 All contracts with ARRI Media (hereinafter the "Contract") shall be exclusively
subject at all times to the following General Terms and Conditions (the "General
Terms"). Unless expressly accepted by ARRI Media in writing, any terms
and conditions of the Customer inconsistent with or diverging from these General
Terms shall be excluded. These General Terms shall apply even if ARRI
Media, knowing about inconsistent or diverging terms and conditions of the
Customer, executes an order without reserve.
1.2 A consumer within the meaning of these General Terms is any natural person
who enters into a business relationship with ARRI Media without exercising any
industrial, commercial, or professional activity.
1.3 An enterprise or an entrepreneur within the meaning of these General Terms is
any natural person or a corporation or incorporated partnership which enters
into a business relationship with ARRI Media in exercise of its industrial, commercial,
or professional activity.
1.4 A Customer within the meaning of these General Terms may be either a consumer,
an enterprise, an entrepreneur or any related entities that have entered
into any business relationships with ARRI Media or that are receiving any services
from ARRI Media.
2. CONCLUSION OF THE CONTRACT
2.1 The offers of ARRI Media shall not be binding and shall be deemed to be a
request to the Customer to place an order with ARRI Media.
2.2 The Customer's order shall constitute a binding offer to ARRI Media, which
ARRI Media may accept within four weeks by a written confirmation of order or
actual performance of the ordered service. Until such time as the order has
been accepted, the offer shall not be binding upon ARRI Media.
2.3 Type, scope and time of the service shall result from the individual contract, the
order confirmation and/or the delivery notes or performance vouchers or records
of ARRI Media. Verbal commitments or commitments during preliminary
discussions from ARRI Media are only part of the contract if they have been
explicitly accepted in the aforementioned documents. Objections to the content
of an order confirmation must be raised without delay in writing, the latest within
8 days of receipt and prior to the performance of services. Later objections
will not be considered.
2.4 The time limits agreed under the Contract shall begin to run upon receipt of the
order confirmation by the Customer, however at the earliest when all conditions
of the order and technical details have been cleared up and, if applicable, all
original materials, documents and/or permits which are required by law and/or
deemed to be required by ARRI Media have been provided or made available
to ARRI Media by the Customer.
2.5 In the event of subsequent requests of the Customer for revisions to the original
order, the agreed time limits shall be discontinued and shall run again from
the beginning once the revised order is finalized.
3. FILM, VIDEO AND SOUND SERVICES
3.1 ARRI Media shall have the right to add and carry out all markings, identifications,
margin cut-outs and retouchings such as clearings, tarnishings,
punchings etc. on negatives and positives and provided data carriers and files
and to remove existing markings, identifications, inscriptions etc., and to invoice
the costs incurred thereby.
3.2 All title templates, title negatives, photographic plates, data carriers, hard
drives and other signal carriers and files made by ARRI Media as well as the
materials necessary for the copying process (contact and filter tapes, cutting
lists, diskettes, data carriers, hard drives, files and databases etc.) shall remain
ARRI Media's property, regardless of the remuneration for ARRI Media's services.
ARRI Media shall not be obligated to store such material beyond completion
of processing. For the eventuality of subsequent orders and without assuming
any liability, ARRI Media will store such material only under a special
3.3 If color copies/phonograms are to be manufactured, subjective appraisal of the
colors/tones may vary significantly. In the event that the Customer has not given
any instructions in this respect, tuning of the colors/tones shall be effected
at ARRI Media's discretion. The tolerances customary in trade shall apply to
material-related, processing-related or system-related color or tone variations.
In this respect, express reference is made to Section 11.1 hereof.
3.4 As a rule, all services of ARRI Media will be invoiced per shift or per hour. A
shift is an aggregate of eight sequential production hours. To the extent that,
according to the price list, the use of certain machines is invoiced per hour, the
staff required for the operation of the machines will be invoiced per working
hour as well. Any unfinished working hour will be invoiced as a full hour.
4. DELIVERY AND STORAGE OF MATERIALS
4.1 Without prior written agreement ARRI Media assumes no inspection commitment,
no liability and gives no warranty for data security and data integrity regarding
provided or transmitted video-, audio-, data- and media carrier, analog
or digital, including data and files or other materials ("Material"). Storage of Material
handed over to ARRI Media shall be free of charge for the first-time processing
order. ARRI Media's contractual duties do not include a storage of
such Materials beyond the duration of order processing.
4.2 The storage of Material after first-time processing or in other occasions will be
carried out in the film storehouse or other areas of ARRI Media, which are not
equipped for the storage of archives. The storage is carried out without any
guarantee or warranty, particularly with respect to loss and damage. ARRI
specifically points out that information and data stored on digital or analogue
data carriers can be lost, damaged or corrupted due to technical defects or in
any other way, without external influences. There will be no separate storage of
original negatives and duplicate materials.
4.3 As a principle, ARRI Media takes over Material consigned for storage without
checking the state and condition in which they are handed over. Sufficient insurance
coverage (e.g. against lost, damage, fire, theft, water damage,
Transport etc.) of such materials is the obligation solely of the Customer. Acceptance
and return of the Material consigned for storage will be carried out
during business hours. The Customer shall notify ARRI Media of his intention
to pick up stored Material 24 hours in advance, in order to give ARRI Media
sufficient time to make them available.
4.4 If ARRI Media deems it necessary, ARRI Media shall have the right to have the
materials stored with third parties on behalf of the Customer.
4.5 The storage fees will be invoiced by ARRI Media according to the respectively
applicable price lists. If the Material are not processed by ARRI Media, storage
will be invoiced from the date of their delivery and fall due for three months in
advance, respectively; any unfinished month of storage shall count as a full
4.6 The storage fees indicated in ARRI Media's price lists do not include remuneration
for special services such as stocktaking, preparing inventory lists, searching
for individual items, sorting work, data backup, data archiving etc. Such
service will be invoiced according to the actual time incurred.
4.7 After expiry of a period of time deemed to be reasonable by ARRI Media and
after a corresponding notice, ARRI Media shall have the right to send the
stored Material to the Customer's last known address.
4.8 If such notice cannot be served upon the Customer, ARRI Media shall be
entitled, after expiry of a period of one month, at its discretion and at the Customer's
risk and expense, either to deposit the Material with third parties or to
sell it in a public auction or as used material, or to destroy it, or to use it, including
the rights of use transferred by way of security pursuant to Section 13.10
5. LEASE AND TRANSFER FOR USE
5.1 The Customer shall check completeness and exterior condition of the rented
object immediately upon its receipt at the place of delivery and notify any damage
to or other impairment of the object to ARRI Media, including any transport
damage or loss, in writing. Complaints for shortage or evident defects lodged at
a later date will not be accepted.
5.2 The Customer shall treat the rented objects with care and provide for a proper
and sufficient insurance coverage. He shall not be entitled to sublet or in any
means whatsoever transfer the rented objects to third parties for use.
5.3 Unless agreed otherwise with the Customer in writing, ARRI Media reserves
the right to choose ways and means of transport. ARRI Media will only take out
a transport insurance upon written request and at the expense of the Customer.
5.4 Risk shall pass to the Customer as soon as the rented objects are handed over
to the forwarding agent(s) or leave ARRI Media's storehouse for shipment,
whichever shall occur first.
5.5 Upon expiry of the lease term, the Customer shall return the rented objects
delivered free to ARRI Media domicile. The transport risks shall be borne by
the Customer, even if ARRI Media carries out the transport on his behalf. In
case of damage to, destruction or loss of the rented objects, e.g. by theft, the
Customer shall notify the circumstances to ARRI Media in a comprehensive
manner and without delay. The notification must be in writing.
5.6 Type, duration and extent of the transfer of equipment, objects and furniture
shall result from the individual Contract, the confirmation of order and/or the
delivery notes or performance vouchers or records of ARRI Media. Regardless
of any differing duration of the use claimed by the Customer, said documents,
in connection with the respectively applicable price list, shall be the basis for
calculation of the remuneration.
5.7 At the end of their use by the Customer, the leased premises shall be returned
in the same condition as they were delivered to him at the beginning of the
lease. The full daily rent shall be charged for the duration of any necessary
dismounting or cleaning work, which shall be at the Customer's expense, as
well as any cost for removal of rubble or debris.
5.8 The minimum lease term shall be one day. If, on some days within the lease
term, the studios and adjoining rooms are not used by the Customer, only the
rent for the rooms will be charged for up to two days
5.9 The Customer shall meet the deadlines agreed with ARRI Media for the beginning
and the end of his work. If he exceeds the deadline, he shall not be entitled
to use the rooms beyond the agreed deadline, or on weekends or holidays.
5.10 If an order is cancelled within the last 24 hours before the beginning of the
lease term, a cancellation fee of 50% of the total rent shall be due, unless the
Customer can prove to the satisfaction of ARRI Media that the actual damage
incurred by ARRI Media as a result of the cancellation is lower or negligible.
5.11 The Customer shall assume any and all legal liabilities for the leased premises
and/or rooms, including, but not limited to the duty to maintain safety. He shall
observe all applicable VBG (public insurance against occupational accidents),
VDE (association of German electrical engineers) , VDI (association of German
engineers) and DIN regulations and standards, as well as all generally recognized
safety and medical rules. To the extent prescribed by the authorities, firefighting,
medical and order-maintenance staff shall be provided for by the Customer;
if Customer fails to do so, such staff will be provided by ARRI Media and
charged to the Customer at cost.
5.12 ARRI Media will not assume any liability for objects of any kind brought by the
user into the leased premises and will not provide for insurance coverage of
5.13 If operating difficulties or other operating disruptions for which neither the
Customer nor his agent or his auxiliary personnel is responsible, make performance
of the agreed services impossible during a period longer than four consequential
hours, ARRI Media shall have no right of remuneration for the duration
of the disruption exceeding four hours. In such a case, however, the Customer
shall only be entitled to rescind the Contract if the cause for the disruption
cannot be removed within a reasonable period of time and, as a result, the
Customer's economic interests are substantially impaired.
5.14 If ARRI Media provides data-, network- or internet access to the Customer, the
use is at his own risk and ARRI Media assumes no liability for damages of any
kind that arise or occur to equipment, software or files of Customer and will not
grant any insurance coverage. User guidelines separately issued by ARRI Media
must be observed.
6. CUSTOMER'S DUTIES
6.1 The Customer warrants that he is legally and/or contractually entitled to enter
into the Contract with ARRI Media and to make all dispositions and execute all
legal acts related to the Contract. He represents that no legal obstacles prevent
him from placing the order. The Customer undertakes to supply or provide all
Materials and all accompanying documents necessary for order processing,
assumes full Material and legal risk and releases ARRI Media from all claims
made by third parties.
6.2 Upon express request of ARRI Media, the Customer shall represent that he is
not subject to any limitation of his rights to exploit the material to be processed;
if necessary, he shall obtain the consent of the party entitled to exploit the material.
This shall also apply to the rights assigned to any company exploiting
such rights (e.g. in Germany GEMA, GVL, etc.).
6.3 Within the framework of the statutory and/or contractual provisions, ARRI
Media shall be entitled to deliver all reports required by the exploitation companies.
In such cases, the Customer shall indemnify, defend and hold harmless
ARRI Media against any claim of the exploitation companies.
6.4 Unless agreed otherwise in writing, ARRI Media shall be entitled to assume
that the Customer (depositor – in case of a plurality of depositors each individual
one) is entitled to draw rights and grant sublicenses.
6.5 The Customer shall:
- provide for full insurance coverage of the items handed over to or deposited with ARRI Media;
- keep available any security or duplicate material suitable for replacing the original material;
- notify changes of address, company name or of the right holder to ARRI Media without delay;
- furnish no nitro material to ARRI Media without prior notice in writing;
- inform third party right owners about these General terms and ensure that these are approved in writing;
- take delivery of the services in due time;
- answer inquiries of and respond to statements by ARRI Media within a time period deemed reasonable by ARRI Media.
7.1 ARRI Media's prices are in EURO and will be invoiced plus applicable legal
VAT. If objects are to be delivered to the Customer, the prices will be ex works.
Packaging, loading, insurance and freight as well as other expenses and fees
will be invoiced separately.
7.2 If performance of the service takes place more than four months after conclusion
of the Contract and if, during this time, ARRI Media's costs for performance
of the service have increased (reasons for the increased costs shall include
but are not limited to the result of a wage settlement or price increases of
material), ARRI Media shall be entitled to claim payment of the higher prices
7.3 ARRI Media will invoice disbursed costs for third-party services with a surcharge
for administrative expenses of 20%, unless Customer proves that ARRI
Media's costs for such third-party service were less.
7.4 Fixed and package prices and other price information refer exclusively to the
services described in the individual agreement or order confirmation and are
based on known circumstances prior to conclusion of the contract. If extensions
or changes in services, variations in the delivered material or changes in
other circumstances arise, these or any resulting overtime are not covered by
the agreed price and will be charged separately.
8. TERMS OF PAYMENT, NO SETOFF
8.1 Depending upon the agreement, ARRI Media's invoices shall be due for payment
without any deduction at the moment that the Customer picks up or takes
delivery of the object of the Contract, with provision of services or in case of
contract for work with acceptance of the work.
8.2 ARRI Media shall have the right to demand a fee of €25.00 for each reminder
as from the beginning of a default in payment, unless the Customer proves that
ARRI Media's costs for such reminder were less.
8.3 In case of the Customer's default in payment, ARRI Media shall be entitled to
charge a penalty interest on arrears at a rate exceeding the Deutsche
Bundesbank Base Interest Rate (Basiszinssatz) by 5 percentage points if the
Customer is a consumer and by 9 percentage points if the Customer is an entrepreneur
or enterprise. In addition, ARRI Media shall have the right to charge
an interest at a higher rate on another legal basis or to claim compensation for
any higher damage incurred.
8.4 The Customer's payments may only be withheld for or set off against undisputed
counterclaims or counterclaims which have become final and absolute.
8.5 If, after conclusion of the Contract, the Customer's financial situation deteriorates
to a substantial extent or ARRI Media obtains knowledge of circumstances
that could threaten payment of the remuneration, ARRI Media shall have the
right to refuse performance of its duties until the Customer has fulfilled his obligations
under the Contract or furnished security deemed appropriate by ARRI
8.6 ARRI Media may set a reasonable time limit within which the Customer, at his
choice, shall perform his obligation or furnish security simultaneously upon the
corresponding counter-performance of ARRI Media under the Contract. If, after
expiry of this time limit, the Customer has failed to perform, ARRI Media shall
be entitled to rescind the Contract.
9. DELIVERY/PERFORMANCE OF THE SERVICE
9.1 The time limits for the delivery/performance of the service by ARRI Media
result from the order confirmation issued by ARRI Media.
9.2 ARRI Media reserves the right to perform advance and part deliveries.
9.3 Any event of Force Majeure occurring shall entitle ARRI Media to delay the
delivery or performance by the duration of the impediment.
9.4 If, due to an event of Force Majeure, the delivery or performance becomes
impossible on a permanent basis, however at least for six months, ARRI Media
shall be released from its obligation to deliver or perform.
9.5 For the purposes of these Terms and Conditions, Force Majeure shall include
but not be limited to strike or legal lock-out, war, import or export restrictions,
shortages of energy or raw materials, fire, flood, elements of nature or acts of
God, public utility electrical failure, terrorism, riots, labor difficulties, court order,
third party non-performance, or any other similar cause beyond the reasonable
control of ARRI Media. IfARRI Media is released from its duty to deliver or perform
and the Customer shall be entitled to rescind the Contract.
9.6 If, after expiry of the provided time limit, a delivery or performance is delayed
upon the Customer's request, ARRI Media will invoice any storage costs incurred
as from this date; in case of a storage in ARRI Media's factory 0.5% of
the total amount of the invoice for each month of storage; any unfinished month
of storage shall count as a full month. This shall not affect the Customer's right
to prove that the actual costs incurred by ARRI Media for the storage are lower
9.7 ARRI Media reserves the right to provide the services ordered by the Customer
itself, through their branches, affiliates or by third parties commissioned by
ARRI Media. ARRI Media has to inform Customer about subcontracting of third
parties, unless subcontracting only includes auxiliary services.
10. PASSAGE OF RISK
10.1 In case of objects to be delivered, risk shall pass to the Customer as soon as
the objects are dispatched or handed over to the forwarding agent. This shall
also apply if the objects are forwarded by ARRI Media itself or the persons employed
by ARRI Media for such purpose.
10.2 If the objects are collected by the Customer, risk shall pass when they are
handed over to him or his agent. If dispatch or collection of the objects is delayed
as a result of circumstances for which the Customer is responsible, risk
shall pass to the Customer when the objects are ready for being dispatched or
10.3 In the case of performance of a work, risk shall pass to the Customer upon
11. CUSTOMER'S RIGHTS AND REMEDIES IN CASE OF DEFECTS
11.1 If motion-picture and/or sound recordings, data and files which were not recorded
on ARRI Media's equipment are copied or processed on its equipment,
ARRI Media shall only be liable for a workmanship-like processing. If mixings
of multi-channel recordings or master mixings of TV films or cine films are carried
out by ARRI Media's personnel without the Customer or a senior employee
of the Customer (i.e. the director of the film) attending, ARRI Media shall only
be liable for a technically proper processing. Regarding consulting and other
services, ARRI Media is only liable for the timeliness and proper performance
of the services, but not for a desired economic success of Customer or other
11.2 If Customer is an entrepreneur or an enterprise, he shall examine the delivered
objects immediately after their delivery, or examine the performed work immediately
after completion of the manufacturing process. If the objects or work
show an evident defect, this defect must be notified in writing within one week
from the time of their delivery; if not, acceptance must be notified.
11.3 Entrepreneurs or enterprises shall notify any non-evident defect within two
weeks from the date at which it appears, however at the latest within one year
from the delivery of the objects or acceptance of the work.
11.4 If the Customer is a consumer, he must notify in writing evident defects within
two months from the date at which the defects appear, and non-evident defects
within two years from the delivery of the objects or acceptance of the work, at
11.5 If the Customer fails to notify evident defects within the bar periods provided in
Sections 11.2 to 11.4, the delivered object or the work performed shall be
11.6 If a delivered object proves to be defective, the Customer may claim removal of
the defect(s) either by repair of the defective object or delivery of another, defect-
free object, at his discretion. If a performed work proves to be defective,
ARRI Media shall be entitled to decide whether it will remove the defect by repair
or by performing the work again.
11.7 ARRI Media may subject the removal of defect(s) to the payment of a reasonable
share of the agreed price, taking the defect into account. ARRI Media may
refuse removal of the defect(s) in the manner chosen by the Customer pursuant
to Section 11.6 if the cost incurred is disproportionate.
11.8 If, in the case of a performed work, ARRI Media does not carry out removal of
the defect(s) within a reasonable time limit set by the Customer, the Customer
shall be entitled to remove the defect(s) himself or have them removed by third
parties at ARRI Media's expense if the cost incurred is not disproportionate
with the defect.
11.9 If the repair of a defect fails twice or if ARRI Media refuses both repair and
delivery of a new object or performance of a new work, or if ARRI Media does
not carry out removal of the defect within a reasonable time limit set by the
Customer, the Customer, in the case of both delivery of objects and performance
of a work, shall be entitled either to reduce the price or to rescind the
Contract. In addition, the Customer shall be entitled to claim either compensation
of the costs incurred in vain, or damages instead of delivery or performance.
The Customer's right to rescind the Contract or to claim damages instead
of delivery or performance shall be excluded if the defect is not a material
11.10 If the Customer is an entrepreneur or an enterprise, the statutory period of
limitation for his/its claims shall be one year from delivery of the object or acceptance
of the work. If the Customer is a consumer, the statutory period of
limitation for his claims shall be two years from delivery of the object or acceptance
of the work.
11.11 The Customer shall not have any of the aforementioned rights or remedies if
the defect(s) have been caused by an improper operation or maintenance of or
changes to the delivered object or performed work without ARRI Media's prior
approval. Same applies for minor discrepancies from service description.
11.12 ARRI Media does not provide guarantees to Customer within the legal meaning.
12.1 ARRI Media's liability shall be unrestricted in the case of willful misconduct or
12.2 In the case of ordinary negligence, ARRI Media shall only be liable to the
extent that material contractual duties have been violated, and its liability shall
be limited to the amount of the typical and foreseeable damage under the Contract,
unless in the case of damage to life, body and health. Material contractual
duties are those duties whose fulfillment makes the proper execution of the
contract possible and on whose compliance the contractual partner regularly
relies and may rely.
12.3 To the extent that restoration of the material handed over to ARRI Media for
processing is not possible with the Customer's negatives, copies or other kind
of backup or original materials, the typical and foreseeable damage shall
amount to the value of a carrier material or data carrier of the same type and
length. ARRI Media shall not be liable for data security and data integrity of the
data and files provided or made during the provision of services.
12.4 In the case of ordinary negligence, ARRI Media shall not be liable for any
indirect and unforeseeable damage, as well as any consequential damage or
lost profit, except if material contractual duties have been violated.
12.5 A liability for damages exceeding the liability provided herein shall be excluded
regardless of the legal nature of the claim put forward.
12.6 The liability restrictions and exclusions pursuant to Sections 12.2, 12.3, 12.4
and 12.5 shall not apply to a liability without fault (strict liability) provided by
statute, in particular under a guarantee, fraud or a product liability law.
12.7 To the extent that ARRI Media's liability is restricted or excluded, this shall also
apply to the personal liability of its employees, other staff members, corporate
agents, and of any person employed by ARRI Media in performing the Contract.
13. RETENTION OF TITLE, SECURING RIGHTS AND RIGHTS OF USE
13.1 Objects delivered to consumers shall remain ARRI Media's property until
payment in full of the invoice.
13.2 If objects are delivered to an entrepreneur or enterprise, ARRI Media reserves
securing rights to the delivered objects until full settlement of all receivables of
ARRI Media from the whole business relationship with the entrepreneur. These
securing rights shall be released pro rata as soon as their liquidation value exceeds
the amounts to be paid by the entrepreneur by more than 20% on a continuing
basis. In the case of a current account, the rights shall serve to secure
the balance receivable by ARRI Media.
13.3 The object of the Contract shall remain ARRI Media's property until full payment
of the invoice. If the entrepreneur resells the object of the Contract before
its full payment, he shall assign his claim against the third-party buyer to ARRI
Media until full settlement of all receivables of ARRI Media. ARRI Media accepts
this assignment. The entrepreneur shall be entitled to collect his claim
from the third party-buyer. The aforementioned right of the entrepreneur to resell
delivered objects and to collect the claims resulting therefrom shall only
apply in the case of a regular business relationship between the entrepreneur
and such third party, and not in the case of any prohibition of assignment between
13.4 As long as retention of title is effective, the entrepreneur shall not be entitled to
pledge, encumber, or dispose of the delivered object under a sale-and-leaseback
arrangement or otherwise.
13.5 If the entrepreneur processes an object under retention of title, ARRI Media
shall be the owner of the manufactured item. If objects under retention of title
belonging to a plurality of retention owners are merged, commingled or processed,
ARRI Media shall acquire the ownership of the manufactured item at
its pro rata share in the aggregate value of the manufactured item.
13.6 The Customer shall treat the object under retention of title carefully and shall
maintain it properly. In particular, he shall insure the object at the value of the
new object against any damage or loss by fire, water, theft and destruction.
The Customer herewith assigns all his claims under such insurance policy to
ARRI Media. ARRI Media accepts this assignment. Furthermore, ARRI Media
shall be entitled to require the Customer to furnish evidence of the insurance
13.7 In the case of attachments or other dispositions by third parties on objects
under retention of title, the Customer shall notify ARRI Media in writing without
delay in order to allow ARRI Media to institute a third-party action against execution.
To the extent that the third party is not able to refund ARRI Media the
cost of court and out-of-court expenses for such action, the Customer shall indemnify
ARRI Media against the loss.
13.8 In the case of a default in payment, ARRI Media shall be entitled to disclose all
securing rights and to enforce all claims resulting from such rights. In such a
case, the Customer shall hand over to ARRI Media all documents available
concerning the claim or right to be enforced, including, but not limited to contracts
and delivery notes; the entrepreneur shall provide immediately the information
necessary to enforce ARRI Media's claim.
13.9 The Customer shall transfer to ARRI Media by way of security all Materials and
items handed over to it in connection with the order, such as negatives, VTRtapes,
other original film material, photographic plates, data, files etc. including
rights in course of acquisition.
13.10 Upon placing the order, the Customer shall grant ARRI Media the exclusive
and unrestricted (as to time, space and content) right of use of all film works,
audio works, moving pictures, data, files, databases, software and others, that
are the object of the Contract. Such rights shall extend to all known types of utilization.
To the extent that third-party rights exist or are created, the Customer
shall assign his acquisition rights, if any, to ARRI Media for exclusive use. Subject
to the condition subsequent of revocation, the Customer shall be authorized
to use the objects. The Customer herewith assigns to ARRI Media all existing
and future claims to which he is entitled as a result of a grant of rights of
use to third parties. Similarly, the Customer herewith assigns to ARRI Media
his claims for insurance benefits relating to these films. Subject to revocation,
the Customer shall be entitled to collect the claims. ARRI Media accepts all
14. PLACE OF JURISDICTION, GOVERNING LAW
14.1 If the Customer is a businessman pursuant to German commercial law, a
corporation under public law or special assets of the Federal Government, the
place of performance and place of jurisdiction shall be Munich, Germany. Munich
is also place of jurisdiction if Customer at time of conclusion of the Contract
has no general place of jurisdiction in Germany or transfers his domicile or
habitual residence after conclusion of the Contract to a place outside Germany
or if his domicile or habitual residence is unknown at time of the complaint.
14.2 This Contract shall be exclusively governed in all respects by, and construed in
accordance with, the laws of the Federal Republic of Germany (without giving
effect to any principles of conflicts of laws which would lead to the application
of the law of another jurisdiction). Application of the UN Agreement on International
Sales of Goods (CISG) shall be expressly excluded.
14.3 This General terms are provided in German and English. The English version
serves informational purposes only. Only the German version is legally binding
and also has priority in the event of inconsistencies or contradictions between
the German and English versions.
15. VALIDITY OF AMENDMENTS, SEVERABILITY
15.1 Amendments to the Contract as well as side agreements shall only be valid if
made in writing. This shall also apply to this clause.
15.2 Should any of the above Terms and Conditions be or become ineffective, this
shall not affect the validity of the other Terms and Conditions stated herein. In
such a case, the ineffective provision shall be replaced by an effective one
which shall meet as closely as possible the intended economic purpose of the
ineffective provision taking into account the parties' interests. This shall also
apply if these Terms and Conditions prove to have a loophole.
16. LICENSES, DATA PROTECTION, OTHER PROVISIONS
16.1 If ARRI Media provides or delivers software or software products or databases
to the Customer, a non-exclusive license for use by the customer for his own
purposes is granted, with exclusion of the right to grant sublicenses, unless expressly
in writing something to the contrary has been agreed.
16.2 Hardware, software and data carrier has to be provided, delivered or returned
free from programs or parts of programs, which are suitable to repeal, interfere
or endanger the proper work and functioning of ARRI Media data processing
systems. The customer is obliged to back up externally all data and information
provided on Material and other media.
16.3 Customer expressly consents to the collection, processing and use of all data
relating to the business relationship between ARRI Media and the Customer.
ARRI Media will thereby observe the provisions of the Federal Data Protection
16.4 Film and television productions as well as other media content, for which ARRI
Media has provided services to the Customer, has to indicate in the title or
trailer the following: ARRI Media GmbH (Logo). The presentation shall be
made like common in the industry and in a manner comparable to other service
providers. All team members will receive a mention in standard fashion in the
opening or closing credits. ARRI Media will provide appropriate lists of names.
16.5 With his order the Customer grants ARRI Media the right to make copies of the
edited film, sound or other media materials and to use them for self-promotion
and his website, presentation- and training purposes, after the first publication
by the Customer. This also includes the right to create and publish showreels.
17. HOUSE RULES
In addition, the House Rules of ARRI Media shall be deemed agreed by the
Customer and ARRI Media. These House Rules are posted or displayed in all
premises and/or central entrance areas to ARRI Media's premises. They may
be handed over to the Customer upon request.