Terms and Conditions.

§ 1 Scope of Application

1. The following General Terms and Conditions of Delivery and Business (hereinafter referred to as the “GTC”) apply to all orders placed with PanFilm Wolfes (hereinafter referred to as “PanFilm”) in connection with orders, offers, deliveries, and services. The following General Terms and Conditions also apply to all future business relationships, even if PanFilm does not expressly refer to them in the future.

2. The client’s terms and conditions, as well as any deviations stated in the order confirmation, are valid only if PanFilm expressly acknowledges them in writing. Any deviating terms and conditions of the client that PanFilm does not expressly acknowledge in writing are not binding on PanFilm, even if PanFilm does not expressly object to them in writing or orally.

3. If the customer wishes to object to these Terms and Conditions, such objection must be made in writing within three business days. Any conflicting terms and conditions of the customer are hereby rejected. Conflicting terms and conditions of the customer shall have no validity unless PanFilm acknowledges them in writing.

4. Within the framework of an ongoing business relationship, these General Terms and Conditions shall apply to all future orders, offers, deliveries, and services provided by PanFilm, even without their express inclusion.

§ 2 Scope and Performance of the Contract

1. The scope of services to be provided by PanFilm shall be determined by the order placed.

2. PanFilm will treat the information provided by the client as accurate. If PanFilm discovers any inaccuracies, it is obligated to point them out.

3. Verification of the accuracy, completeness, and proper preparation of the documents provided is included in the scope of the engagement only if this has been agreed upon in writing.

§ 3 Participation of Third Parties

1. PanFilm is entitled to engage employees, qualified third parties, and subcontractors to carry out the order.

2. PanFilm is authorized to provide its employees, contracted third parties, or subcontractors with the information necessary to fulfill the order, as well as to make the client’s materials available to them.

§ 4 Obligations of the Client

1. The Client is obligated to cooperate to the extent necessary for the proper fulfillment of the contract. In particular, the Client must, without being asked, provide PanFilm with all documents necessary for the performance of the contract in full and in a timely manner so that PanFilm has a reasonable amount of time to process them. The same applies to providing information regarding all events and circumstances that may be relevant to the performance of the contract.

2. The client is required to take note of all written and verbal communications from PanFilm and to consult with PanFilm in case of any questions or uncertainties.

§ 5 Failure to Cooperate and Default in Acceptance by the Client

1. If the Client fails to fulfill any obligation incumbent upon him pursuant to (No. 4) or otherwise, or if the Client is in default of accepting the service offered by PanFilm, PanFilm shall be entitled to set a reasonable deadline with the declaration that it will refuse to continue the contract after the deadline has expired. Upon the fruitless expiration of the deadline, PanFilm may terminate the contract without notice. This shall not affect PanFilm’s right to compensation for additional expenses incurred as a result of the Client’s delay or failure to cooperate, as well as for any resulting damages, even if PanFilm does not exercise its right to terminate the contract.

2. If an order is not fulfilled for reasons beyond PanFilm’s control, PanFilm may—without having to prove damages—charge a cancellation fee equal to 50% of the agreed-upon fee.

3. If an order that has already begun is not completed due to circumstances beyond PanFilm’s control, PanFilm is entitled to the full fee. An order is considered to have begun once PanFilm has started performing the services contractually owed. The client retains the right to prove that no damage was incurred or that the damage was significantly less.

§ 6 Provisions on Costs

1. The production costs payable to PanFilm shall be equal to the amount specified in the order confirmation, plus the applicable statutory value-added tax in effect at that time.

2. Offers made by PanFilm to potential clients are binding for a period of two weeks from the date the offer is received. A prerequisite for the validity of the offer is that PanFilm be provided with all information relevant to the production, provided such information is cost-related. The information provided to PanFilm is set forth in the scope of services, which forms part of the order confirmation.

3. Any GEMA fees for the use of GEMA-licensed music requested by the client shall be borne by the client. This also applies to GVL fees.

4. Any incidental costs incurred in connection with the order (e.g., packaging, shipping, insurance, printing costs, rental of specialized equipment, travel expenses, and other expenses) shall generally be borne by the client.

§ 7 Compensation and Payment Terms

1. All contracts and invoices are based on the prices listed in the respective quotes from PanFilm. Unless otherwise agreed, the following payment terms are generally deemed to have been agreed upon:

one-third of the total bid amount upon award of the contract

one-third of the total bid amount before filming begins

one-third of the total contract amount upon completion of production by PanFilm

2. If, after an order has been placed, the client withdraws the order for reasons not attributable to PanFilm, PanFilm is entitled to invoice the client for one-third of the total quoted amount as financial compensation.

3. Fees are due immediately upon issuance of the invoice, without any discount.

4. Offsetting against a claim for payment by PanFilm is permitted only with respect to claims that are undisputed or have been legally established.

5. If a requested advance payment is not made, PanFilm may, after prior notice, suspend further work for the client until the advance payment is received. PanFilm is obligated to notify the client in a timely manner of its intention to suspend work if the client may suffer any adverse consequences as a result of such suspension.

6. In the event of late payment, the client shall pay late payment interest at a rate of 1% per month, unless it can be proven that the actual damages resulting from the delay are higher or lower.

7. In the event of material breaches of contract for which a written warning has been issued, late payment, a significant deterioration in the client’s financial situation, suspension of payments, or the initiation of bankruptcy or composition proceedings against the client, PanFilm is entitled to immediately terminate all existing contracts with the client. The client shall have the same right.

§ 8 Transfer of Rights

1. PanFilm grants the client a non-exclusive right, unlimited in terms of time, content, and location, to use the product for the purpose specified in the contract. All other rights of use remain with PanFilm. All rights of use remain with PanFilm until full payment has been made.

2. Basic rights of use may only be transferred by the Client to third parties with the express written consent of PanFilm. In the event of unauthorized use, reproduction, or adaptation—whether carried out by the client or by third parties—a contractual penalty equal to 200% of the contract amount must be paid to PanFilm. The basis for calculation shall be the offer submitted by PanFilm to the client.

3. The Client must ensure that PanFilm or third parties designated by PanFilm are credited as the copyright holder whenever the work is used. Unless the contracting parties have reached a specific agreement, the form and scope of such credit may be in accordance with standard industry practices.

4. All unedited content in the form of text, images, and audio is considered raw material (hereinafter “raw material”). The rights to the raw material remain with PanFilm. In the event of an order cancellation by the client, all ideas and conceptual proposals provided to the client remain with PanFilm, regardless of whether they were presented by telephone, in writing, in person, graphically, as photographic works, films, or in any other form. They are subject to copyright and are considered protected intellectual property. PanFilm is authorized to release these ideas and conceptual proposals by written declaration and in exchange for appropriate compensation.

5. PanFilm reserves the right to use completed productions for promotional purposes.

§ 9 Freedom from Third-Party Rights

1. The Client warrants that any materials and content provided by the Client under this Agreement are free from third-party intellectual property rights and that, to the best of the Client’s knowledge, there are no other rights that would restrict or preclude use in accordance with this Agreement. Should third parties have claims of any kind arising from the aforementioned materials or content, the Client shall assume full and unrestricted liability for such claims and is obligated to indemnify PanFilm against any claims by third parties. PanFilm is entitled to issue instructions to the Client in this regard and to request information regarding the measures taken by the Client.

2. If a service provided by PanFilm infringes the rights of third parties, PanFilm shall, at its own discretion and expense, either secure for the Client the right to use the service, modify the service so that it does not infringe any intellectual property rights, or accept the return of the service at the invoice price (less reasonable compensation for use). The client shall only be entitled to a claim against PanFilm if the contractual services are used as agreed and the claims are not caused by a modification made by the client itself or by a third party.

3. PanFilm is entitled, in accordance with the provisions above, to prohibit the customer from using the service if claims under intellectual property law are asserted against PanFilm.

§ 10 Liability

1. Claims for damages by the contracting party (hereinafter “claims for damages”), regardless of the legal basis—in particular those arising from a breach of obligations under a contractual relationship or from a tort—are excluded. In particular, PanFilm shall not be liable for lost profits or other financial losses incurred by the contracting party.

2. The foregoing limitations of liability do not apply in the event that a warranty is assumed or a procurement risk is undertaken. Furthermore, they do not apply in cases of mandatory liability, e.g., under the Product Liability Act, in cases of willful misconduct or gross negligence, in cases of gross fault, in cases of injury to life, limb, or health, or in cases of breach of material contractual obligations.

3. However, the claim for damages arising from a breach of material contractual obligations is limited to the reasonably foreseeable damages typical for this type of contract
, unless there is gross negligence or liability arises from injury to life, limb, or health.

4. This does not entail any change in the contractual obligations that would be disadvantageous to the other party.

5. In the event of loss or damage to raw materials due to negligence and/or fault, PanFilm’s liability is limited exclusively to the delivery of replacement materials in the same quantity.

6. The Client’s contractual claims for damages against PanFilm shall be barred by the statute of limitations one year after the claim arises, unless shorter statutory limitation periods apply.

7. To the extent that PanFilm’s liability is excluded or limited, this also applies to the personal liability of its employees, workers, staff, legal representatives, and agents acting on its behalf or in its service.

8. The client is liable for any text used in connection with the film and image material. Any use that is contrary to the intended purpose or constitutes falsification, as well as any use that may be subject to criminal law—in particular, use that could lead to the denigration of the author, persons depicted, or other third parties, including associations of persons—is prohibited.

9. The client is also responsible for obtaining permission to publish from the individuals depicted in the film and image material produced by PanFilm (assignment of rights), to the extent required by law.

10. The Client is solely responsible for any infringement of rights arising from the publication of film footage, images, and/or their connection to the published text, in particular infringements of general personality rights, copyright in artistic works, trademark rights, and/or property rights, as well as invasions of privacy. In such cases, the Client alone is liable for damages to the injured party and shall indemnify PanFilm against all claims for damages asserted against PanFilm.

§ 11 Product Acceptance

1. A final acceptance inspection takes place upon completion of production. During this acceptance process, any change requests from the client will be documented. PanFilm will implement these changes free of charge, provided they were not already evident in the previously accepted intermediate stages or are not contrary to the services agreed upon in the order confirmation.

2. For changes caused by the client—such as subsequent text revisions—the contractor will charge additional fees to cover the resulting costs. PanFilm will implement the documented changes as soon as possible.

3. The client will approve the changes in a subsequent presentation. Any changes beyond this will be at the client’s expense.

4. Technical complaints and claims must be submitted in writing immediately, but no later than two weeks after acceptance of the production. Upon PanFilm’s request, the Client is obligated to immediately send the items in question to PanFilm or a third party for inspection. In the case of timely and metrologically justified complaints, PanFilm is only obligated to remedy the defects to the extent that this is technically feasible within the scope of its operations. If the remedy fails, the Client has the right to a reduction in payment.

§ 12 Obligations of PanFilm

1. PanFilm shall designate a contact person to assist the client throughout the production. There are no specific requirements regarding the form of this designation. PanFilm is obligated to support the production objective by all available means.

2. Any further statements regarding production expansions, changes to production targets or production deadlines, and the resulting additional costs must be agreed upon with PanFilm’s management in writing, in person, or by telephone.

§ 13 Delivery Times and Deadlines

1. PanFilm always strives to adhere as closely as possible to the delivery times or deadlines communicated to the client. These are not legally binding deadlines, unless they have been agreed upon in writing and explicitly designated as such. Time frames listed in the order confirmation do not constitute a sufficient declaration.

2. In cases of force majeure, failure of suppliers to deliver, operational or transportation disruptions, strikes or lockouts, or the withholding of information relevant to production, agreed-upon deadlines and delivery times shall be postponed or extended proportionally. If the cause lies within the client’s sphere of responsibility and this results in increased production costs, PanFilm may demand compensation for these additional costs.

§ 14 Shipping

Shipping costs are borne by the client. Risk passes to the client at the time of handover to the person responsible for transport. PanFilm is liable for transport using its own vehicles.

§ 15 Termination of the Contract

1. The contract terminates upon fulfillment of the agreed-upon services, upon expiration of the agreed-upon term, or upon termination. The contract does not terminate upon the death of the client, upon the client’s loss of legal capacity, or, in the case of a corporation, upon its dissolution.

2. A contract concluded for an indefinite term may—if and to the extent that it constitutes an employment contract within the meaning of Sections 611 and 675 of the German Civil Code (BGB)—be terminated by either party at any time with four weeks’ notice to the end of the quarter; notice of termination must be given in writing. If any deviation from this is to be made in an individual case, a written agreement is required, which must be drawn up separately and provided to the client together with these General Terms and Conditions of Engagement upon conclusion of the contract.

3. If PanFilm terminates the contract, in order to prevent the client from suffering any legal losses, PanFilm must in any case still perform those actions that are reasonable and cannot be delayed.

§ 16 Right to Retain Work Products and Documents

1. PanFilm may refuse to release the work products until PanFilm has been paid in full for fees and expenses. This does not apply if, under the circumstances—in particular due to the relatively minor nature of the amounts owed—such withholding would violate the principle of good faith.

2. Until the defects reported by the Client in a timely manner have been remedied, the Client is entitled to withhold a reasonable portion of the compensation.

§ 17 Other Agreements

1. Unless otherwise agreed, the client bears the risk for all orders placed with third parties that it places with PanFilm in connection with its order.

2. PanFilm is entitled to include the client in its customer list and to cite the client as a reference, provided that the client has not objected to this—particularly after receiving the finished product.

3. PanFilm agrees to return, at any time but no later than upon the termination of its production activities, the property entrusted to it by the client, including any copies and excerpts.

4. Any amendments, additions, or side agreements to these General Terms and Conditions or to the individual contract must be in writing to be valid.

§ 18 Duty of Confidentiality

1. Both parties agree to maintain confidentiality, for an indefinite period, regarding any internal company matters that come to light during the joint filming.

2. PanFilm is obligated, in accordance with the law, to maintain confidentiality regarding all facts that come to its attention in connection with the performance of the contract, unless the client releases PanFilm from this obligation in writing. This duty of confidentiality shall continue even after the contractual relationship has ended.

3. The duty of confidentiality applies to the same extent to PanFilm employees as well.

4. When engaging third-party experts and subcontractors, PanFilm must ensure that they also agree to maintain confidentiality.

5. The duty of confidentiality does not apply to the extent that the disclosure of information is related to the assignment and is necessary for the fulfillment of the assignment.

6. PanFilm is entitled to use the works created as references for its own promotional purposes and to publish them, unless otherwise expressly agreed in writing.

§ 19 Legal Consequences of Omission and Invalidity (§306 BGB)

1. If the General Terms and Conditions have not become part of the contract, either in whole or in part, or if they are invalid, the remainder of the contract shall remain in effect.

2. To the extent that these provisions have not become part of the contract or are invalid, the content of the contract shall be governed by the applicable statutory provisions.

3. The contract is void if upholding it—even taking into account the amendment provided for in § 306(2) of the German Civil Code (BGB)—would constitute an unreasonable hardship for one of the contracting parties.

§ 20 Governing Law and Place of Performance

1. German law shall exclusively govern the order, its performance, and any claims arising therefrom.

2. The place of performance is the location of PanFilm’s place of business, unless otherwise agreed.

§ 21 Jurisdiction

The place of jurisdiction is Hoisdorf.