GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS

 

1       General
COSTA DEL SOL PRODUCTIONS provides production services primarily for film, video, and photo productions. COSTA DEL SOL PRODUCTIONS shall have the right to make all day-to-day decisions required by the exigencies of production as long as such decisions are consistent with the terms set forth herein.

1.1   Validity
A deviation to these general terms and conditions requires written confirmation of the order confirmation by client. The possible ineffectiveness of specific conditions does not affect the validity of the other general terms and conditions. In lieu of the ineffective provision, an effective provision that most nearly approximates the economic and legal intent, shall be agreed.

2.     Quotation and contract conclusion
Quotations are subject to change and are non-binding. A contract shall only go into effect and shall be deemed to be concluded, when client has confirmed an order in writing through order confirmation per fax or email, or when COSTA DEL SOL PRODUCTIONS receives payment by client or has started with the actual provision of service. In every case, work can only commence when all documents required for the project have been received by COSTA DEL SOL PRODUCTIONS. All materials must be present in a suitable format and in appropriate quality. If documents are not made available within an acceptable period of time, a different project will be given priority. Withdrawal from the contract or liability on the part of COSTA DEL SOL PRODUCTIONS cannot be derived from these delays. If specific documents should be missing for final completion, the client shall be obliged to provide the documents within 7 days after request by COSTA DEL SOL PRODUCTIONS, however, open payments shall be invoiced and due for payment.

3.       Client’s duties
The client will inform COSTA DEL SOL PRODUCTIONS of all events which are of significance for carrying out the order, even if these circumstances become known when the services are already being carried out. The client shall bear any costs which arise as a result of incorrect, incomplete or subsequently changed information. If for the production a screenplay or an already existing film work or music (or any other copyrighted work) is made available to COSTA DEL SOL PRODUCTIONS, the client has to ensure that all necessary rights are available. The client indemnifies and holds harmless COSTA DEL SOL PRODUCTIONS in this respect.

4.     External services/ Instruction of third parties
 COSTA DEL SOL PRODUCTIONS has full discretion to decide whether to carry out the services itself or to involve third parties in providing the contractual services and/or substitute such services. COSTA DEL SOL PRODUCTIONS at its sole discretion assigns third parties either in its own name and at its own expense or in the name and at the expense of the client. COSTA DEL SOL PRODUCTIONS will select such third parties with care and will take care that they have the necessary professional qualifications. If services are contracted out in the way of substitution, COSTA DEL SOL PRODUCTIONS is only liable for a careful choice of the third party, but not for the fulfilment of the service.

5.   Data privacy
Within the framework of the concluded contract, the client’s data necessary for invoicing will be stored, modified, and/or deleted and if necessary, communicated to third parties. The client declares that he agrees with this procedure.

6.     Prices and payment
If not otherwise agreed in writing, estimated prices cited in the quotation or order form shall apply. The prices are based on the costs at the time of first price quotation. Estimates of costs by COSTA DEL SOL PRODUCTIONS are strictly non-binding. An increase in costs in the amount of 10% of the estimated price quotation shall be deemed approved by client. If costs should increase further during the production, COSTA DEL SOL PRODUCTIONS will notify the client accordingly. The increased costs will be deemed approved by the client unless the client expressly objects within one week in writing. The legal value added tax, as well as other legal taxes and fees will be billed in addition. Disarrangements of shooting dates due to weather conditions, not negligent caused delays or other difficulties are not included in the calculated production costs. The client is obliged to substitute COSTA DEL SOL PRODUCTIONS for all add-on costs supported by documents.

6.1.1.    Payments
Payments shall be due and payable with receipt of invoice and in accordance with the due payment date shown thereon. Deduction of discount amounts is only allowed, if this is specified on the invoice.

6.1.2.     Modes of payment
Bank transfer is accepted. Payments via credit cards, bills of exchange or similar methods are not accepted. Payments with debt-releasing effect shall be made exclusively to the bank account specified on the invoice.

6.1.3.    Advance payment
Unless otherwise agreed in writing, COSTA DEL SOL PRODUCTIONS demands a  advance payment to start the project. This advance payment will be based on the scope of the project and will be defined in writing. Such advance payment shall be applicable against the agreed compensation.  If the down payments have not been made until the arrival of the client we charge an additional 15% as handling fee. Until such payment, Costa del Sol Productions has the right to hold back all products (e.g. photos/films) of the production services granted.

6.3.   Objections to an invoice
Objections to invoices must be made by the client within 7 days after receipt of the invoice. If this period is with no objections on the part of the client, the client acknowledges the correctness of the invoice.

6.4.   Late  final account payment
In the case of late final account payment, the client will be reminded two times in writing, there after the matter will be turned over to a lawyer without further notice. A default interest in the amount of 9 percentage points above the basic rate of interest, a lump sum default compensation in the amount of EUR 40,- (according to sec. 288 of the German Civil Code) and lawyer’s costs incurred will be invoiced in addition. Payments will be credited to the oldest receivable, including any interest and reminder fees incurred. Ongoing services will be suspended with transfer of the receivable to the lawyer until all outstanding receivables are paid in full. COSTA DEL SOL PRODUCTIONS assumes no liability in this regard.

6.5.  Service and maintenance tasks
With acceptance of a project by the client, and payment made, the contract will be considered as concluded. More extensive tasks and support will be invoiced at the respective current hourly rate.

7.     Delivery and retention of title
If applicable, any products from the production services provided shall remain the property of COSTA DEL SOL PRODUCTIONS until complete payment. The delivery period shall begin with the latest of the points in time specified below:

  • Date of order confirmation
  • Date of fulfillment of all technical, commercial or other prerequisites to which all contracting parties are obligated.
  • Provision of all documents and materials necessary for processing of the order.
  • Date on which COSTA DEL SOL PRODUCTIONS receives the agreed advance payment either for goods or services.

COSTA DEL SOL PRODUCTIONS expressly states that the sending of data via the Internet occurs without encryption and at the express request of the customer. For any damages that occur to the client, through unpermitted access of third parties, the contractor assumes no liability.

7.1.        Delayed delivery
If applicable, in case COSTA DEL SOL PRODUCTIONS should be delayed with delivery for more than 3 days, the client must specify a grace period of at least 3 days. Only after this grace period elapses without success, shall the client be entitled to enforce rights. This only affects projects with an agreed delivery date. Scheduled dates for deliveries of hardware or software depend on the appropriate manufacturers and suppliers. Consequently, COSTA DEL SOL PRODUCTIONS can only forward non-binding delivery dates. Unforeseeable events as well as events for which COSTA DEL SOL PRODUCTIONS is not culpable – in particular delays by COSTA DEL SOL PRODUCTIONS’ subcontractors- shall in any case release COSTA DEL SOL PRODUCTIONS from complying with the agreed delivery deadline. However, COSTA DEL SOL PRODUCTIONS undertakes reasonable efforts to comply with all imposed delivery dates. The same shall apply if the client is late in meeting his obligations which are necessary for carrying out the order (e.g. providing documents or information). In this case the agreed deadline shall be postponed at least for the extent of the client’s delay.

7.2. Copyright and ownership in material
The consideration payable to COSTA DEL SOL PRODUCTIONS constitutes a complete „buy-out“ of all rights in any products of the production services granted (if applicable) pursuant to these general terms and conditions, and no further sums whatsoever shall be payable to COSTA DEL SOL PRODUCTIONS by reason of the production and/or exploitation of the production or any rights in and/or deriving from the production. COSTA DEL SOL PRODUCTIONS irrevocably confirms that the assignment of rights hereunder includes a transfer of all rental and lending rights and all rights of communication and/or making available to the public, whether by means of satellite broadcasting, cable retransmission, online and/or mobile transmission or otherwise, whether now known or hereafter existing, in any country of the world in and to the products of the services and the production including all allied and ancillary rights. The assignment of rights shall come to effect only upon payment of the agreed consideration. Until such payment, COSTA DEL SOL PRODUCTIONS shall have a right of retention, i.e. a right to hold back any products (photos/films) of the production services granted.

8.       Withdrawal and termination
COSTA DEL SOL PRODUCTIONS is entitled to withdraw from the contract and to stop provision of services with immediate effect if:

  • Legitimate concerns arise concerning the financial solvency of the client and if the client neither provides an agreed advance payment nor a suitable security on the request of COSTA DEL SOL PRODUCTIONS, prior to delivery/provision of the service.
  • It is impossible to carry out the services for reasons, COSTA DEL SOL PRODUCTIONS is not responsible for (e.g. bad weather conditions);
  • The client violates applicable laws or principal contract duties.

The client is expressly notified that with termination of the contract relationship (regardless of the reason), COSTA DEL SOL PRODUCTIONS shall no longer be obligated to continue the agreed service. Consequently, in this case COSTA DEL SOL PRODUCTIONS shall be entitled to delete the stored content data. Timely back-up of such data at contract termination is the sole responsibility of the client. The client cannot derive any claims against COSTA DEL SOL PRODUCTIONS from this deletion.

8.1  Payment in the case of withdrawal and termination
If the contract is terminated, or in the case of withdrawal from the contract, COSTA DEL SOL PRODUCTIONS is entitled to demand the agreed compensation; however, COSTA DEL SOL PRODUCTIONS allows a set-off of the expenses which COSTA DEL SOL PRODUCTIONS saves as a result of a termination of the contract.

Should the contract be terminated due to bad weather conditions, client shall compensate COSTA DEL SOL PRODUCTIONS with respect to any applicable cancellation fees and advance payments and/or remuneration of third parties being due.

9. Representations and warranties
The parties warrant and agree that:

a)      Each party has the full right, power and authority to enter into this Agreement and to grant the rights to be granted hereunder if applicable.

b)      No party is subject to any obligation or disability which will or might prevent them from fully keeping and performing all of the covenants and conditions to be kept or performed by them hereunder. The parties have not made and will not make any grant, assignment, commitment or do or permit any act which will or might interfere with or impair the fulfillment of services or the full and complete enjoyment and exercise of the rights and privileges granted herein.

c)      Each party will abide by all applicable national and local laws and regulations governing the production services.

d)      Each party agrees to comply with and perform all of its warranties, undertakings and obligations as set out herein.

10.         Credits
Client undertakes and agrees that COSTA DEL SOL PRODUCTIONS will be given credit in accordance with industry standards. No casual or inadvertent failure by the client or third parties to comply with this credit provision shall be deemed to be a breach of this Agreement but the client shall prospectively use best efforts to cure any such breach upon notice.

11.   Other provisions
These terms and conditions are the entire agreement between COSTA DEL SOL PRODUCTIONS and the client and supersede all prior arrangements in relation to the provision of any production services. Each party agrees that it does not rely on (or have any remedy in respect of) any statement, representation or warranty (whether oral or written) other than as expressly set out in this Agreement. Nothing in this paragraph shall operate to exclude or limit liability for fraud. No modification, alteration or amendment of these terms and conditions shall be valid or binding unless in writing and signed by both parties. These terms and conditions shall be governed by and construed in accordance with the laws of Germany and each party irrevocably submits to the exclusive jurisdiction of the courts of Hamburg as regards any claim, dispute or matter arising under or in relation to these terms and condition