General Terms and Conditions of the Titelbild Subtitling and Translation GmbH, D- 10711 Berlin, Status July 2012 Preamble The present General Terms and Conditions ( GTC ) shall apply to all contracts and other products and services of the Titelbild Subtitling and Translation GmbH, D-10711 Berlin (hereinafter also referred to as: Titelbild ) in the relation to its contractees. Deviating general terms and conditions of the contractees are herewith expressly objected to. Such deviating conditions will only be recognised by Titelbild if this was expressly agreed on in written. The GTC are attached to every offer of Titelbild and may also be retrieved and printed under www.titelbild.de without charges. Article 1 Target Group of the Offer Our offers are aimed at professional film and television makers, producers, distributors, directors, public bodies as well as other tradespersons and are, on principle, non-binding. The offer is expressly not addressed to consumers in the meaning of Article 13 German Civil Code (BGB). With the execution of a contract the contractee confirms that he/she orders or purchases the performance to be rendered by Titelbild or the work prepared by Titelbild for his/her commercial or freelance activities. Offers of contract by Titelbild are non-binding and can be withdrawn at any time until accepted by the contractee unless something else arises from the offer of contract. Article 2 Written Form Solely relevant for the legal relationship between the contractee and Titelbild is the contract concluded in written including the present General Terms and Conditions. It fully renders all agreements between the contractual parties.
Endorsements and amendments of the agreement reached including the present General Terms of Delivery require written form to become valid. Article 3 Applicable Law The business relationship between Titelbild and the contractees shall be subject to the laws of the Federal Republic of Germany. Article 4 Prices, Terms of Payment The prices indicated in the offer of Titelbild are based on the details given by the contractee. Should this information and assumptions change or prove incorrect Titelbild reserves the right to withdraw from the contract and to submit a new offer under consideration of the actual circumstances. Additional work and expenses for Titelbild incurred by working material provided by the contractee not being identical to the original material or defective shall then be invoiced based on the actual time expenditure. A net amount of 65.00 will be charged per hour. Should it become discernible that the actual costs cannot be maintained Titelbild shall be obliged to inform the customer to this end without delay. Invoices shall be payable within 30 days without deductions unless something else is agreed on in written. The receipt of payment by Titelbild shall be relevant for the payment date. Should the contractee not effect payment when due the outstanding amounts shall be paid interest on in the amount of 5% p. a. from the due date; the option to assert a higher interest rate and further damage in case of default shall remain unaffected.
Offsetting against counterclaims of the contractee or the withholding of payments based on such claims shall only be permissible to the extent these counterclaims are undisputed or determined without further legal recourse. (6) Titelbild shall be entitled to perform or render outstanding deliveries or products and services only against advance payment or provision of a security if circumstances become known to it after the conclusion of the contract which are appropriate to considerably reduce the creditworthiness of the contractee and by which the payment of the outstanding amounts receivable from the respective contractual relationship is compromised. Article 5 Sales Tax The fees or prices agreed on shall, unless otherwise agreed, be understood to be net and thus plus the respective statutory sales tax in the Federal Republic of Germany. Article 6 Forwarding/Delivery to the Contractee The delivery of the finished material to the contractee shall be effected on account and risk of the contractee, if required by a carrier of the contractee s choice. If no shipping agent (carrier) is expressly specified on the part of the contractee Titelbild shall select a carrier appearing particularly suitable depending on the type and destination of the shipment. Titelbild shall bear the risk until the delivery of the shipment to the carrier, then the risk will be transferred to the contractee. The contractee is therefore obliged to inspect the shipment for potential damage or missing material immediately after receipt. Article 7 Delays in Delivery and Performance, Partial Performance, Default of Acceptance
If a delivery date is agreed on it shall be binding for Titelbild. Precondition for the observation of agreed deadlines is the provision of the material to be processed within the agreed time. Titelbild reserves the right to withdraw from the appointment in the event of a delayed receipt of the original material. The receipt shall be deemed delayed if it has not arrived at Titelbild at the point in time agreed on. Services rendered until then shall be charged to the account of the contractee. Titelbild shall not have to take the responsibility for delays in delivery and performance due to force majeure and due to incidences which considerably impede delivery or performance by Titelbild or render it impossible not only temporarily this shall particularly include strike, lockout, administrative orders including those affecting suppliers of Titelbild or their subcontractors even in the event of bindingly agreed-on deadlines and dates. Such circumstances shall entitle Titelbild to postpone the delivery or performance by the duration of the obstruction plus an adequate start-up time or to fully or partly withdraw from the contract due to the part not yet fulfilled. Should the obstruction prevail for more than 4 weeks the contractee shall be entitled to withdraw from the contract with regard to the part not yet fulfilled after having set an additional respite. If the term of delivery is extended or Titelbild is released from its obligations the contractee shall not be entitled to deduce any claims for damages therefrom. However, Titelbild shall only be entitled to refer to the named circumstances if it has immediately informed the contractee. To the extent Titelbild is responsible for the non-compliance with bindingly agreed on deadlines and dates or is in default the contractee shall be entitled to a compensation for delay in the amount of 0.5% of the agreed on net remuneration for every completed week of delay, in total, however, to a maximum amount of 5% of the agreed net remuneration for the deliveries and deliverables concerned by the default. Claims going beyond this shall be excluded unless the default is attributable to at least gross negligence on the part of Titelbild.
Titelbild shall be entitled to partial deliveries and partial performance at any time unless the partial delivery or partial performance is of no interest to the contractee. Should the contractee be in default of acceptance Titelbild shall be entitled to claim damages for the resulting damage; in the event of the occurrence of a default of acceptance the risk of incidental deterioration and incidental destruction shall be transferred to the contractee. Article 8 Acceptance To the extent an acceptance is required the performance or work result of Titelbild shall be deemed accepted if - 12 workdays have passed as of the delivery or conveyance or installation or the contractee has commenced utilising the product or service and six workdays have passed as of delivery or conveyance in this case, or - the contractee has failed to accept within this period of time for any reason other than a defect reported to Titelbild which renders the utilisation of the product of service impossible or substantially impairs it. Titelbild shall be obliged to specifically inform the contractee of the consequences of his/her behaviour at the commencement of the term. Article 9 Warranty, Quality Management, The warranty period shall be one year from delivery or conveyance, or, to the extent an acceptance is required, from acceptance. With the exception of claims for damages subject to the prerequisites according to Article 10 the limitation period according to Article 634a Para. 1 No. 1 German Civil Code (BGB) shall be reduced to 12 months unless the defect is the result of a deliberate breach of duty.
The deliverables of Titelbild shall be carefully inspected by the contractee or a third party assigned by the contractee immediately after delivery or receipt. They shall be deemed accepted unless Titelbild receives a written notice of defects relating to obvious defects or other defects discernible during an immediate, careful inspection within 12 workdays from delivery of the delivery item or, otherwise, within 12 workdays after the discovery of the defect. In case of defects Titelbild shall be obliged and entitled to subsequent improvement or replacement delivery at its discretion and within a reasonable time limit. Should a defect involve culpability of Titelbild the contractee shall be entitled to claim damages subject to the preconditions listed in Article 10. The warranty shall not apply if the contractee modifies the work of Titelbild or has it modified by third parties and the remediation of defects is rendered impossible unacceptably aggravated thereby. In this case the contractee shall be obliged to bear the additional costs incurred by the modifications. Article 10 Liability, Damages Titelbild shall warrant a professional and, subject to technical or artistic limitations complete and accurate translation into the respective target language. All orders shall be exclusively translated into the desired target language by qualified native speakers. The predetermined language register as well as the motion picture rhythm shall be taken into account. In the event of damage to the original material made available by contractees Titelbild shall only be liable for an amount not exceeding the order value with the exception of cases of gross negligence.
In case of an infringement of essential contractual duties Titelbild shall be liable for any incident of negligence, however, not in excess of the foreseeable damage. Claims to lost profits, spared expenses from claims for damages of third parties as well as other indirect consequential damage cannot be asserted unless a quality feature warranted by Titelbild has the precise purpose of protecting the customer against such damage. Apart from that claims for damages shall be excluded irrespective of the nature of the breach of duty including tort unless a deliberate or grossly negligent act is involved. In cases of liability for ordinary negligence the liability of Titelbild to pay damages for resulting damage shall be limited to an amount of 100.000 per event of damage or loss even if a violation of essential contractual obligations is concerned. The above exclusions of liability and limitations shall, to the same extent, be applicable to the benefit of the institutions, legal representatives, employees and other agents of Titelbild. Insofar as employees of Titelbild provide technical or other information or act in a consultative capacity and this information or advice is not part of the contractually agreed on scope of services owed by Titelbild, these services shall be rendered free of charges and under exclusion of any liability. (6) Limitations or exclusions of liability according to Article 10 shall not be applicable to claims arising from a fraudulent behaviour of Titelbild as well as to the liability for warranted quality features, to claims under product liability law as well as damage arising from injury to life, body or health. Article 11 Transfer of Rights
Titelbild transfers the exclusive right to use the work results accepted by the contractee, particularly the rights of use in the dialogue and text lists, to the contractee in perpetuity throughout the world. Only non-exclusive rights of use shall be granted in metadata. The grant of rights of use shall, according to Article 158 Para. 1 BGB, only become effective at the time the contractee has fully paid the total amount of the contractually owed remuneration. Titelbild shall be entitled to preliminarily permit the use of the products and services covered by the contract even before this date. A transfer of the rights of use according to this article shall not take place in case of such a preliminary concession. The contractee warrants to be in possession of the rights of use required for the adaptation by Titelbild, particularly the rights in the script, and grants these rights of use to Titelbild for the sole purpose of the fulfilment of the contractually owed tasks. The contractee undertakes to provide the work of Titelbild covered by the contract with a copyright and trademark notice, particularly to provide the cinematographic work with a reference to Titelbild, the name of the primarily responsible specialist translator (subtitler) as well as the year of the first publication of the subtitles. A revision of the work results, particularly the subtitles, is only permissible with the prior written consent of Titelbild. The consent shall be deemed granted if the adaptation is to only account for a modification of the script. Article 12 Data Security The contractee takes note of the fact that the Titelbild will save data from the contractual relationship in accordance with Article 28 German Data Protection Act for data processing
purposes and reserves the right to communicate the data to third parties to the extent this is required for the fulfilment of the contract. Article 13 Jurisdiction Clause/Final Provisions Exclusive place of jurisdiction for all disputes arising from the present Contract is Berlin if the contractee is a trader, corporate body under public law, special fund under public law or domestically without place of jurisdiction. In addition, Titelbild shall be entitled to sue the contractee at its place of general jurisdiction. To the extent the contract or the present General Terms and Conditions contain regulatory gaps those legally valid provisions shall be deemed agreed on for filling said gaps which the contractual partners would have agreed on in accordance with the economic objectives of the contract and the purpose of the present General Terms and Conditions had they been aware of the regulatory gap.