General Terms and Conditions (AGB) for Contractors

1. Scope of Application

(1)The following General Terms and Conditions (“AGB”) apply to all Contracts for
the organisation of photo productions between Contractors (“Contractor”) and
Fuse Production (“Agent”).
(2) Dissenting or conflicting Terms and Conditions of Contractor are not accepted by Agent, except where express consent to such Terms and Conditions has been given
in writing by Agent. These AGB will apply despite any declaration by Contractor that
its Terms and Conditions shall prevail.
(3) Any Contract between Contractor and Agent will only create rights and obligations between the Parties to such Contract. No rights of third parties shall emerge from such Contract. In particular, no claims or benefits based on a “Contract to the Benefit of Third Parties” or on a “Contract Protecting Third Parties” shall arise from any such Contract between the Parties.
(4) These AGB only apply to Contracts concluded with entrepreneurs in the sense of section 310 subs. 1 of the German Civil Code.
(5) These AGB also apply to all future Contracts concluded between the Parties.

2. Nature of Appointment

Subject matter of the appointment of Agent by Contractor is the organisation of
a photo production within the Territory of Germany or abroad (including choice
and clearance of location, negotiation and conclusion of contracts for personnel
and material, organisation of logistics for personnel and material as stipulated in budget estimate or contract confirmation letter). Agent reserves the right to execute the project for the organisation of photo productions (“Project”) by employing Subcontractors for the entire Project or parts thereof.

3. Project Scope and Rights

(1) The scope of the Project is laid down exclusively in the budget estimate or contract confirmation letter. A budget estimate will define in detail the scope of the Project at the time of the actual appointment. Subsequent changes or extensions of the scope
of the Project can only be mutually agreed in writing.
(2) Any bookings, commissioning, contracts and any other commitments necessary for the preparation, execution and postprocessing of the Project vis-à-vis third parties will be made by Agent or its Subcontractors in the name and on behalf and account of Contractor. Contractor hereby grants to Agent full authority to make all transactions necessary for the preparation, execution and postprocessing of the Project and will furnish Agent with corresponding certificates of authority upon request. Contractor consents to any delegation of such authority to subcontractors. All rights and obligations from bookings, commissioning, contracts and any other commitments vis-à-vis third parties shall vest in Contractor. Contractor will hold harmless Agent and Subcontractors from contractual claims by third parties potentially raised in connection with the Project.
(3) Any rights originating from the Project such as model clearances and location clearances will remain Agent’s rights until full payment of the final account.

4. Fees, Cost and Payment Terms

(1) Agent is entitled to full payment of the agreed contract price, statutory V.A.T. to
be added. Additionally, Agent may claim compensation for outlays and expenses. Apart from that, the payment conditions in the in budget estimate or contract confirmation letter apply. In case of divergence of budget estimate and contract confirmation letter, the payment conditions in the latter shall apply. All budget estimates are made in all conscience according to the information available at the time of the award of the project to Agent and apply subject to any errors or amendments. (2) Agent reserves the right to issue to Contractor anticipated invoices for partial performance. Agent also reserves the right to claim adequate advances on the price as well as outlays and expenses and to withhold performance before the full payment of such claims. Multiple Contractors are jointly and severally liable.
(3) Agent’s claims are due for payment 10 calendar days after receipt by Contractor. Agent is entitled to interest in the amount of 8 % above the base rate of the ECB, without further reminder to Contractor. Any other potential claims for compensation due to default are not affected.
(4) If not expressly agreed as lump sum/fixed price agreement, the Appointment of Agent by Contractor is understood to be agreed with an open budget. Modifications or extensions to the scope of the original appointment by Contractor – before, during or after the production – may result in extension of the budget. Agent may in such case claim a corresponding increase of any advance payment originally agreed.
(5) Certain amounts by service agents may be invoiced after Agent has rendered its final account to Contractor (e.g. monthly or quarterly invoices). Contractor will pay such amounts even if they are not considered in the final account. In case that original receipts are not in the file or have disappeared, Agent is entitled to issue substitute receipts which Contractor is obliged to pay.

5. Obligation to Co-operate and other Obligations

(1) Contractor shall provide that Agent will receive any and all documents and information relevant to the execution of the Project in due time without prior request. This also applies to documentation and information which come to Contractors knowledge or possession in the course of production. Contractor will generally support Agent in the preparation, execution and postprocessing of the Project and will co-operate as far as possible and necessary.
(2) Agent has all intellectual property with respect to any organisation plans, drawings, contract forms, schedules, information sheets and any other documents. Contractor may only use these documents for its own purposes in connection with the Project. Any other use of the documents and their passing on to third parties requires prior written consent by Agent.

6. Termination

(1) Agent is entitled to terminate the Project at any time – also during the production in course – due to substantial reasons without notice. Any reasons for termination based on statutory law also apply.
(2) A substantial reason in the senese of section 1 above is assumed where:
a) Contractor does not make prepayments as agreed in full and/or in due time or Contractor does not make other due payments despite one weeks notice.
b) Contractor claims adjournment of the production dates within the six weeks prior to the agreed date for production start or once the production has started;
c) Contractor does not approve necessary budget extensions during production or Contractor does not supply sufficient financial means to continue the produc tion;
d) Contractor violates any of the obligations in section 5 paragraph 1 of these AGB or any other material contractual obligation.
(3) In case that Agent terminates the Project for a substantial reason, the payment conditions in section 7 apply.
(4) Contractor may only terminate the Project for substantial reasons. In case of such termination or withdrawal from a Project, section 7 will also apply, unless the substantical reason for termination is not attributable to Contractor. 7. Rights in Case of Termination In case of termination of or withdrawal from a Project by Contractor according to section 6 paragraphs 3 und 4 Agent will be entitled to the following payments:
a) 100 % of all costs and cancellation fees invoiced to Agent by its and contractors subcontractors,
b) 100% payment for all services executed in connection with the Project up to the declaration of termination or withdrawal from the production.
c) 50% of all services agreed on the basis of the budget estimate/contract confirmation letter. Contractor may prove that Agent’s losses are less than this sum.

8. Liability and Exclusion of Liability

(1) Agent is liable to Contractor for any damage to life, body or health according to statutory law. Agent is also liable to Contractor according to statutory law for Contractor’s claims for wilful acts or gross negligence of Agent (including wilful acts or gross negligence of Agent’s representatives and assistants). Except where liability of Agent is based on wilful breach of contract, claims for compensation are limited to typical and predictable damages.
(2) Agent is liable to Contractor in case of wilful or negligent breach of a substantial contractual obligation. In this case, claims for compensation are limited to typical and predictable damages.
(3) Unless otherwise provided in (1) or (2), liability of Agent is excluded.
(4) Rental cars that have been rented by Agent in its own name for the purposes of the Project and other rented equipment is generally insured against loss or damage. As far as the insurance policy provides for a participation of the lessee and such participation is invoiced to Agent or any of its subcontractors due to loss or damage, Contractor will hold harmless Agent and its subcontractors from such claims for participation. The same shall apply to claims for loss or damage to equipment which is generally not insured or insurable (e.g. damage to production location).

9. Miscellaneous

(1) Any set off by Contractor against contractual claims of Agent is excluded. This does not apply where the set-off claim is uncontested or is established by force of law. (2) Any amendments, extensions, exclusions or other subsidiary agreement to the Contract can only be made in writing.
(3) Should any provision of these AGB be void, this will not affect the validity of the other provisions.
(4) Place of performance is deemed to be Hamburg unless otherwise agreed in the contract confirmation letter. These AGB as well as any agreement between the Parties shall be governed and construed in accordance with the laws of the Federal Republic of Germany. The Courts in Hamburg shall be competent to decide or settle any dispute between the Parties regarding the interpretation of these AGB and in connection with any agreement between the Parties in connection therewith.
(5) By placing an appointment or order with Agent, the Contractor expressly accepts these AGB.