General Terms and Conditions (GTCs)

§ 1 Scope and General

a. These general terms and conditions (hereinafter "GTCs") apply to all deliveries - regardless of whether they are purchase or rental - and other services of CINE PROJECT Kinodesign und AV-Technik GmbH (hereinafter "CINE PROJECT") exclusively to entrepreneurs within the meaning of § 14 BGB, legal persons under public law or special funds under public law within the meaning of § 310 paragraph 1 BGB with which CINE PROJECT has a business relationship (hereinafter "customer").

b. We only recognize conflicting or deviating terms and conditions of the customer if we expressly agree to their validity in writing.

c. These terms and conditions also apply to all future transactions with the customer, insofar as legal transactions of a related nature are concerned.

i.e. In individual cases, individual agreements made with the customer (including ancillary agreements, additions and changes) always take precedence over these terms of sale. Subject to proof to the contrary, a written contract or our written confirmation is decisive for the content of such agreements.

e. CINE PROJECT sells the products it sells (hereinafter referred to as “goods”) – but not exclusively, primarily technical cinema products for lighthouses or cinemas such as projectors, screens or loudspeakers – and provides the associated services – primarily, but not exclusively, the assembly of the goods, associated maintenance or repair work exclusively within the meaning of these General Terms and Conditions.

f. For software deliveries The special delivery and payment conditions for software (EULA) also apply.

G. A current version of the terms and conditions of CINE PROJECT and all subsidiaries as well as branches can be viewed at https://www.cine-project.de/kontakt-hotline/agbs or can be sent on request.

§ 2 Offer and conclusion of contract

a. If an order is to be regarded as an offer in accordance with § 145 BGB, we can accept it within two weeks of receipt.

b. However, CINE PROJECT is not obliged to accept orders or other orders.

c. The type and execution of the task as well as the scope of the services to be provided in detail result from the written agreement made with the client in accordance with § 126 BGB.

i.e. Unless otherwise agreed, the conclusion of contracts (order confirmations) is subject to the written requirement, as are any changes to the contract. CINE PROJECT can waive the order confirmation in the case of immediate delivery or other services.

e. CINE PROJECT reserves the right to make technical changes to the goods as well as changes in shape and color insofar as these are reasonable for the customer.

f. Subsidiary agreements require written confirmation by CINE PROJECT.

§ 3 Documents Provided

a. All documents provided to the customer in connection with the placing of the order - also in electronic form - such as e.g. B. calculations, drawings, etc., CINE PROJECT reserves the property rights and copyrights, among other things according to § 449 HGB, § 14 GG. These documents may not be made accessible to third parties unless CINE PROJECT gives the customer express written consent. Insofar as CINE PROJECT does not accept the customer's offer within the period specified in Section 2, these documents must be returned to CINE PROJECT immediately.

b. These documents have been carefully determined, but are only approximately authoritative and are not binding for deliveries and other services unless they are expressly designated as binding. We reserve the right to make changes. The same applies to information about the suitability and the quality of the deliveries and other services.

§ 4 Prices and Payment

a. Unless otherwise agreed in writing, our prices apply ex works (EXW Incoterms 2020) excluding packaging and plus the statutory value added tax of the Federal Republic of Germany at the applicable rate. The costs of packaging and other delivery costs (energy flat rate, etc.) will be invoiced separately.

b. The purchase price must be paid exclusively to the account specified in our documents, such as invoices. Deduction of discount is not allowed.

c. Unless otherwise agreed, invoices for deliveries made and other services are to be paid immediately after invoicing and without deduction. Interest on arrears will be charged at a rate of 9% pa above the respective base interest rate of the European Central Bank in accordance with Section 247 of the German Civil Code. The assertion of a higher damage caused by default remains reserved. If these are not provided after a reasonable period of grace has expired, CINE PROJECT can withdraw from the contract.

i.e. CINE PROJECT can initially offset payments against older claims against the customer that are still outstanding. If interest has already been charged for these, CINE PROJECT is entitled to offset the payments first against the interest and then against the main claim.

e. Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or later after the conclusion of the contract.

f. Prices, fees and ancillary costs are calculated according to the written agreements. If such are not met, CINE PROJECT is entitled to demand the list prices of the current CINE PROJECT price list valid on the day the service is rendered. The prices and fees do not include travel expenses, travel expenses, freight costs and insurance in the event that the service is provided at a location other than the customer's registered office. These costs will be invoiced to the customer separately. All prices do not include the statutory value-added tax of the Federal Republic of Germany.

G. CINE PROJECT is responsible for choosing the appropriate means of transport (airplane, train, motor vehicle). CINE PROJECT will choose a means of transport that is appropriate for the purpose in order not to increase the customer's costs unnecessarily. The expenses incurred for fitters and other staff are regulated according to the lump sums of the German tax law for additional meal expenses and accommodation costs of the respective country (Federal Tax Gazette Part 1).

H. The hiring and selection of the assembly personnel is carried out exclusively by CINE PROJECT.

i. In the case of customers whose credit situation is not known to CINE PROJECT, performance can also be demanded against payment in advance. In the event of doubts as to the customer's ability to pay, in particular in the event of arrears, suspension of payments, requests for a settlement or a moratorium on the part of the customer, CINE PROJECT's entire claim shall become due. In this case, CINE PROJECT can demand advance payments or securities and revoke payment terms that have been granted.

§ 5 European import sales tax

a. If the customer is based outside of the Federal Republic of Germany, he is obliged to comply with the regulations on import sales tax of the European Union. He must inform CINE PROJECT of his sales tax identification number and any changes to it without being asked. Upon request, he is obliged to provide information about his status as an entrepreneur, the use and transport of the delivered goods and with regard to the statistical reporting obligation.

b. The customer is also obligated to reimburse CINE PROJECT for the effort and costs that it incurs as a result of missing or inadequate information on import turnover tax.

Section 6 Provision of Services

a. CINE PROJECT will provide its state-of-the-art services in accordance with the task. Specifications of the bestseller must be in writing according to § 126 BGB.

b. Orders are carried out in compliance with the principles of proper professional practice by qualified employees or by service partners authorized by CINE PROJECT. CINE PROJECT reserves the right to select the employees and service partners deployed. The work will be carried out on the customer's premises or at CINE PROJECT to the extent required for proper execution of the order. Insofar as the work is carried out on the customer's premises, he shall provide the CINE PROJECT employees with sufficient work equipment and workplaces. The customer is not authorized to give instructions to the employees of CINE PROJECT. The employees of CINE PROJECT are not integrated into the customer's business.

c. CINE PROJECT is entitled to provide the service in reasonable parts as long as this does not result in unreasonable additional effort for the customer.

i.e. If the country-specific operating license is affected by the service to be provided by the customer, in particular by changes, extensions, updates, etc., to a system or machine, the customer is obliged to carry out the necessary measures or have them carried out in order to achieve the respective obtain an operating license again. The customer bears the responsibility and the costs for such measures.

e. The performance of CINE PROJECT is deemed to have been fulfilled when the contractually agreed service has been provided by CINE PROJECT and a notification of completion has been handed over to the customer (§ 362 BGB). Partial deliveries are permitted.

f. CINE PROJECT will notify the customer that the agreed service has been completed.

G. Pursuant to Section 377 of the German Commercial Code (HGB), the customer must check the service provided or accept the system immediately upon receipt. Acceptance must be confirmed in writing to CINE PROJECT. If there is no confirmation from the customer within 5 working days, the service or the system is deemed to have been accepted.

H. All systems, devices, accessories, tools, consumables and goods that were specially manufactured or purchased for the fulfillment of a specific order (disposable or reusable items) are and remain the property of CINE PROJECT at all times. They may only be used for the agreed purposes. The customer must treat them with care and protect them from access by third parties. The customer notifies CINE PROJECT immediately in the event of loss or damage to these, as well as in the event of seizure or other impairments by third parties. In the event of attachments or impairments, the customer must indicate that CINE PROJECT is the property. If the customer is responsible for the loss of or damage to the equipment, he must compensate CINE PROJECT for the resulting damage.

§ 7 Obligations of the customer to cooperate

a. The customer designates a contact person who is available to CINE PROJECT for the necessary information and who makes decisions or can bring about them immediately. CINE PROJECT will involve the customer's contact person if and to the extent that the execution of the order requires this.

b. The customer creates all the prerequisites to enable proper execution of the order. In particular, the customer shall ensure that all the necessary cooperation by the customer or his vicarious agents is provided in good time, to the required extent and free of charge for CINE PROJECT.

c. If the execution of the order requires the customer to change or add to his software, he must provide a responsible, qualified employee of his company to make the change or, at the request of CINE PROJECT, to support CINE PROJECT.

i.e. If the execution of the order requires the operation of one of the customer's machines, the customer must provide responsible, qualified operating personnel from his company.

e. The customer must provide CINE PROJECT with the customer-specific documents required for the execution and other necessary internal information, even without being specifically requested to do so.

f. The customer is liable for delays or errors in the execution of the order if these result from the performance data submitted by him, incorrect or incomplete information or other hindrances.

G. If an action on the part of the customer is required in the production of the work, CINE PROJECT can demand appropriate compensation in accordance with Section 642 of the German Civil Code if the customer is in default of acceptance as a result of the omission of the action.

§ 8 Rights of retention

The customer is only authorized to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

§ 9 Disturbances in the provision of services

a. For the time in which CINE PROJECT is waiting for information or decisions from the AG or otherwise sees itself hampered in the provision of services, the service and delivery times are extended by the duration of the hindrance and by a reasonable start-up time after the end of the hindrance. CINE PROJECT will inform the customer about the hindrance. The principle of good faith applies.

b. Insofar as a cause for which CINE PROJECT is not responsible increases the cost of providing the service, CINE PROJECT can also demand payment of the additional cost from the customer.

c. Dates and deadlines for deliveries and services according to § 423 HGB only begin to run when the customer has carried out all preparatory actions to be taken for their execution and has fulfilled his obligations to cooperate. If the customer is in arrears with a service to be provided by him, the dates and deadlines are extended by the duration of this arrears.

i.e. Dates and deadlines for deliveries and services are extended appropriately and at least by the duration of the hindrance or interruption in the event of unforeseeable obstacles that are beyond CINE PROJECT's control and for which CINE PROJECT is not responsible. In addition to cases of force majeure, this also applies in particular to strikes, lockouts, operational disruptions, official orders, even if such circumstances occur at CINE PROJECT's service partners, insofar as the obstacles can be proven to have a significant influence on the execution of the deliveries and services. CI-NE PROJECT is not responsible for such circumstances, even if a delay has already occurred.

§ 10 Delivery time

a. Delivery dates and the beginning of the delivery times stated by CINE PROJECT are subject to the punctual and correct delivery by their suppliers. This only applies in the event that CINE PRO-JECT is not responsible for the non-delivery, especially when concluding a congruent hedging transaction with its suppliers. CINE PROJECT will immediately inform the customer about the non-availability of the service and refund the consideration immediately. Compliance with the delivery obligation also presupposes the timely and proper fulfillment of the contract by the customer. CINE PROJECT reserves the right to object that the contract has not been fulfilled.

b. If the customer is in default of acceptance or culpably violates other obligations to cooperate, CINE PROJECT is entitled to demand compensation for the damage incurred in this respect. Under the aforementioned conditions, the risk of accidental loss or accidental deterioration of the purchased item is transferred to the customer at the point in time at which he is in default of acceptance or a debtor.

c. If the underlying purchase contract is a fixed transaction within the meaning of § 323 Para. 2 No. 2 BGB or § 376 HGB, CINE PROJECT is liable according to the statutory provisions. CINE PROJECT is also liable under the statutory provisions if, as a result of a delay in delivery for which CINE PROJECT is responsible, the customer is entitled to assert that his interest in further fulfillment of the contract has ceased to exist. In any case, the liability of CINE PROJECT is limited to the contractually typical, foreseeable damage.

i.e. CINE PROJECT is also liable according to the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which CINE PROJECT is responsible. If the delay in delivery is not due to an intentional breach of contract for which CINE PRO-JECT is responsible, its liability is limited to the foreseeable, typically occurring damage.

e. CINE PROJECT is also liable in accordance with the statutory provisions insofar as the delay in delivery for which CINE PROJECT is responsible is based on the culpable violation of an essential contractual obligation; in this case, however, the liability for damages is limited to the foreseeable, typically occurring damage.

f. If the delay in delivery is only due to a culpable breach of an insignificant contractual obligation by CINE PROJECT, the customer is entitled to demand a flat-rate compensation for delay in the amount of 0.5% of the delivery value for each full week of delay, but no more than 5% of the delivery value . However, CINE PROJECT shall not be liable in the event of an injury that is only slightly negligent.

G. Further legal claims and rights of the customer remain reserved.

§ 11 Passing of risk upon dispatch

a. The risk is also transferred to the customer as follows in the case of carriage paid delivery: 1. in the case of delivery without installation or assembly, when it has been dispatched or collected. The delivery will be insured by CINE PROJECT against the usual transport risks; 2. in the case of delivery with installation or assembly on the day of acceptance in the company's own works or, if agreed, after successful trial operation.

b. the dispatch, the delivery, the beginning, the implementation of the installation or assembly, the acceptance in the company's own works or the trial run is delayed for reasons for which the customer is responsible or the customer is in default of acceptance for other reasons, the risk passes to the customer orderer about.

§ 12 Retention of title

a. We reserve ownership of the delivered item until all claims from the delivery contract have been paid in full. This also applies to all future deliveries, even if we do not always expressly refer to this. We are entitled to reclaim the purchased item if the customer behaves in breach of contract.

b. As long as ownership has not yet passed to him, the customer is obliged to treat the purchased item with care. In particular, he is obliged to insure them adequately at his own expense against theft, fire and water damage at replacement value, provided that the goods are not of low value pursuant to Section 6 of the Income Tax Act. If maintenance and inspection work has to be carried out, the customer must carry this out in good time at his own expense. As long as ownership has not yet passed, the customer must inform us immediately in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of a lawsuit in accordance with § 771 ZPO, the customer shall be liable for the loss incurred by us.

c. The customer is entitled to resell the reserved goods in normal business transactions. The customer assigns to us the claims against the customer from the resale of the reserved goods in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect the claim even after the assignment. Our authority to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the customer meets his payment obligations from the proceeds received, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed or payments have been suspended.

i.e. The treatment and processing or transformation of the purchased item by the customer is always carried out in our name and on our behalf. In this case, the purchaser's expectant right to the purchased item continues with the transformed item. If the purchased item is processed with other items that do not belong to us, we acquire co-ownership of the new item in relation to the objective value of our purchased item to the other processed items at the time of processing. The same applies in the event of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us and stores the resulting sole ownership or co-ownership for us. To secure our claims against the customer, the customer also assigns to us such claims that accrue to him against a third party as a result of the connection of the goods subject to retention of title with property; we already accept this assignment.

e. We undertake to release the securities to which we are entitled at the request of the customer if their value exceeds the claims to be secured by more than 20%.

Section 13 Withdrawal or Termination

a. If the delivery or service subsequently becomes impossible for reasons for which CINE PROJECT is responsible, the customer is entitled to withdraw from the contract. In the event of partial impossibility, he is entitled to withdraw from the part of the contractual services whose fulfillment has become impossible. If the partial fulfillment of the contract is no longer of interest to the customer, he can withdraw from the contract as a whole in accordance with § 323 BGB. In such cases, the customer is only entitled to claims for damages under the conditions specified in § 15.

b. If CINE PROJECT is not responsible for the impossibility of fulfilling the contract, the contract will be adjusted as far as this is economically justifiable. Otherwise, both contracting parties can withdraw from the contract in whole or in part.

c. If the withdrawal from the contract or the termination is associated with the expiration of rights of use, the customer is obliged to return the original and all copies and partial copies as well as copies of software programs, specifications and other copyrighted documents from CINE PROJECT that have been modified and are connected to other program materials handed over or destroyed after prior agreement with CINE PROJECT. If software is returned, these terms and conditions are extended by the provisions of the CINE PROJECT EULA. In the event of any conflict between the provisions of the EULA and these Terms and Conditions, the provisions of the EULA shall prevail.

i.e. If the delivery or service subsequently becomes impossible for reasons for which the customer is responsible, or if he terminates the contract without the existence of a right of termination or a reason for termination, he must reimburse CINE PROJECT for all expenses, costs and other direct and indirect damages incurred.

§ 14 Warranty and notification of defects as well as recourse/manufacturer's recourse

a. The customer's warranty rights presuppose that he has duly fulfilled his obligations to examine and give notice of defects according to § 377 HGB. These are to be reported immediately by the customer, but no later than within a period of two weeks. The complaint must describe the defects in detail and be made in writing.

b. Claims for defects expire 12 months after the goods delivered by us have been delivered to our customer. The statutory limitation period applies to claims for damages in the event of intent and gross negligence as well as injury to life, limb and health, which are based on an intentional or negligent breach of duty by the user. We exclude a warranty for the sale of used goods - taking into account the discussed claims for damages.

Insofar as the law according to § 438 Paragraph 1 No. 2 BGB (buildings and objects for buildings), § 445 b BGB (right of recourse) and § 634a Paragraph 1 BGB (construction defects) prescribes longer periods, these periods apply. Prior to returning the goods our permit is to be requested.

c. The deliveries and services owed by CINE PROJECT are provided carefully and professionally by specialists in accordance with the current state of the art and the relevant safety regulations. If, despite all due care, the delivered goods show a defect that was already present at the time of the transfer of risk, we will either repair the goods or deliver replacement goods, subject to timely notification of defects. We must always be given the opportunity to remedy the defect within a reasonable period of time. Claims for recourse remain unaffected by the above regulation without restriction.

i.e. If the services provided by CINE PROJECT are based on the customer's drawings, descriptions or samples, the customer guarantees that no patents or industrial property rights of third parties are infringed by the service provided by CINE PROJECT in the intended design. The customer releases CINE PROJECT from any third-party claims arising from the infringement of patents and industrial property rights.

e. If the supplementary performance fails, the purchaser can - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.

f. If CINE PROJECT violates contractual or legal obligations with normal negligence, claims for damages by the customer are excluded in accordance with the following regulations. Claims for damages by the customer due to delay and impossibility are limited to the order value of the delayed or non-performed services by CINE PROJECT, except in the case of intent or gross negligence. If damage was caused by gross negligence or intentionally, CINE PROJECT's liability is limited to the damage that is foreseeable as a result of this breach of duty in the normal course of events. Further claims by the customer are excluded. This applies in particular to claims for compensation for damage that did not arise directly from the object of performance itself. This exclusion of liability does not apply insofar as liability for personal injury or damage to privately used objects is mandatory under the Product Liability Act.

G. Insofar as liability towards CINE PROJECT is excluded or limited, this also applies with regard to the personal liability for damages of its employees, employees, employees, representatives and vicarious agents.

H. Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, excessive stress, unsuitable equipment, defective construction work, unsuitable building ground or arise due to special external influences that are not required under the contract. If the customer or a third party carries out improper repair work or changes, there are also no claims for defects for these and the resulting consequences.

i. Claims by the customer for the expenses required for the purpose of supplementary performance, in particular transport, travel, labor and material costs including any dismantling and installation costs, are excluded insofar as the expenses increase because the goods delivered by us were subsequently sent to another location than the customer's branch has been removed, unless the removal corresponds to its intended use.

j. The customer's right of recourse against us only exists insofar as the customer has not made any agreements with his customer that go beyond the legally mandatory claims for defects. Section 14 i. corresponding.

Section 15 Liability

a. Claims for damages and reimbursement of expenses by the customer (hereinafter "claims for damages"), regardless of the legal basis, in particular due to breach of obligations arising from the contractual relationship and tort, are excluded.

b. § 15 does not apply if liability is mandatory, e.g. under the Product Liability Act, in cases of intent, gross negligence, injury to life, limb or health, or breach of essential contractual obligations. However, the claim for damages for the breach of essential contractual obligations is limited to the foreseeable damage typical of the contract, unless there is intent or gross negligence or liability for injury to life, limb or health. A change in the burden of proof to the detriment of the customer is not associated with the above regulations.

c. Compensation for damage incurred by the customer when using test products that are in the development stage and have not yet been released is excluded.

Section 16 Copyrights

a. The customer ensures that the documents provided to him are only used for the contractual purposes. If CINE PROJECT has copyrights to these or the work results, the customer can only use them within the framework of the rights of use granted to him in writing, based on the UrG.

b. The software provided to the customer by CINE PROJECT as well as changes or extensions to this are protected by copyright. CINE PROJECT reserves the rights to copy, publish, edit and exploit the software associated with copyright. A right of use that goes beyond the simple right of use must be negotiated separately between CINE PROJECT and the customer and recorded in writing.

§ 17 Applicable law, place of performance, place of jurisdiction, written form requirement

a. This contract and the entire legal relationship between the parties are subject to the law of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG).

b. The place of performance for deliveries and services is the registered office of CINE PROJECT, unless otherwise stated in the order confirmation.

c. Landshut is agreed as the place of jurisdiction for all disputes with registered traders within the meaning of the HGB, legal entities under public law or special funds under public law. The same place of jurisdiction applies if the customer does not have a general place of jurisdiction in Germany, moves his domicile or usual place of residence abroad after conclusion of the contract or his domicile or usual place of residence is not known at the time the action is filed. However, CINE PROJECT is also entitled to sue at the customer's registered office.

i.e. The same applies in the event that claims are asserted by way of the dunning procedure (§§ 688 ff. ZPO).

e. All agreements made between the parties for the purpose of executing this contract are set out in writing in this contract.

Section 18 Confidentiality

Commercial, technical and other information obtained from CINE PROJECT shall not be made accessible to third parties by the customer unless it is generally known or lawfully known in some other way. This applies for a period of up to 5 years after termination of the contract.

Section 19 Severability Clause

Should individual provisions of these General Terms and Conditions be wholly or partially invalid or void or become wholly or partially invalid or void as a result of a change in the legal situation or as a result of supreme court decisions or in any other way, or should these General Terms and Conditions contain gaps, the parties agree that the remaining Provisions of this contract remain unaffected and valid. In this case, the contracting parties undertake to agree on an effective provision in place of the ineffective provision, taking into account the principle of good faith, which comes as close as possible to the meaning and purpose of the ineffective provision and which can be assumed to have been accepted by the parties at the time of the of the conclusion of the contract if they had known or foreseen the ineffectiveness or nullity. The same applies if these General Terms and Conditions contain a gap.