General Terms and Conditions

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General Terms and Conditions of MLC:

PREAMBLE
Deliveries, services and offers are made exclusively on the basis of these terms and conditions. These also apply to all future business relationships, even if they have not been expressly agreed again. These conditions are deemed to have been accepted at the latest when the order is placed.

1. COOPERATION
The parties work together in a spirit of trust and inform each other immediately of any deviations from the agreed procedure. If the client realises that his own information is incorrect, incomplete or unclear, he must immediately report this and the consequences he can foresee.

2. OFFER AND CONCLUSION OF CONTRACT
2.1 The offers are subject to change and non-binding, including with regard to the price information. MLC is bound to separately and individually prepared offers within the time limit stated therein.
2.2 Orders become binding after written confirmation. The order is also considered binding if the client has given it verbally and/or the material to be processed is located in the MLC's business premises.
2.3 Even in the case of legally binding orders, MLC reserves the right to reject orders due to their content or technical form and implementation. If acceptance is not refused within two weeks of receipt of the order, the confirmation shall be deemed to have been given.
2.4 Preliminary work that the Client requests from MLC in order to specify the award of a contract and its scope shall generally be remunerated according to the effort/scope involved.
2.5 MLC employees who are involved in the project work may make oral side-arguments or give oral assurances that go beyond the content of the written contract, provided that this does not entail any additional paid expenses or the client immediately confirms additional paid expenses (by email or fax) stating the amount.

3. CLIENT'S OBLIGATION TO COOPERATE
The client supports MLC in fulfilling the services it is contractually obliged to provide. This includes in particular the timely provision of information and data material, insofar as the client's cooperation requires this. The client will instruct MLC in detail regarding the services to be provided by MLC. The client will provide the required number of its own employees to carry out the contractual relationship. If the client has undertaken to provide MLC with image, sound, text or similar materials as part of the contract implementation, the client must make these available immediately and in a common, usable format. If a complex conversion of the material provided by the client into another format is necessary, the client will bear the costs incurred for this. The client ensures that MLC receives the rights required to use these materials. The client undertakes cooperation activities at its own expense.

4. PRICES
4.1 The price of a service is the amount stated in the contract plus the applicable statutory value added tax. Additional deliveries and services that are not part of the contract will be charged separately.
4.2 If MLC has been commissioned to provide services that it is unable to provide permanently or temporarily, MLC reserves the right to pass these on to selected specialist companies or contractual partners at the expense and risk of the client.

5. DATES
5.1 Appointments booked for productions that are not cancelled at least 24 hours before the start of the appointment will be invoiced in full. Appointments for the provision of services by MLC are an individual part of the contract.
5.2 MLC is not responsible for delays in performance due to force majeure (e.g. strikes, lockouts, official orders, storms, war, general disruptions to telecommunications, etc.) and circumstances within the client's area of responsibility (e.g. failure to provide cooperation services on time, delays caused by third parties attributable to the client, etc.) and entitle MLC to postpone the provision of the affected services for the duration of the disruption plus a reasonable start-up time. MLC will notify the client of delays in performance due to force majeure.
5.3 If the production process is delayed due to circumstances within the client's area of responsibility, MLC is entitled to withdraw from the contract. Irrespective of this, the client must bear the total costs of the project according to the offer and any additional expenses resulting from additional supplementary agreements.
5.4 The acceptance of all products and project steps must be carried out by the client within a period of 10 working days. If this period is exceeded or no feedback is received within this time, the product or project step is deemed to have been accepted without change.

6. CHANGE IN PERFORMANCE
6.1 If the client wishes to change the contractually agreed scope of the services to be provided by MLC, he will notify MLC of this change request in writing. After examining the change request, MLC will explain to the client the effects of the change request on the agreement made. The client must bear the costs incurred by the change request. The basis of the order placed is primarily the calculation. Secondly, an existing storyboard serves as a basis for production. Everything that is not specified in an accepted storyboard is calculated and invoiced separately. If this subsequent calculation is not approved, the contract between the parties is deemed to have been fulfilled if it can be proven that a storyboard was implemented. MLC then has the right to issue the final or project invoice in full.
6.2 MLC is entitled to change the services to be provided under the contract or to deviate from them if the change or deviation is reasonable for the client within the framework of the conception, taking into account the interests of MLC.

7. PAYMENT
7.1 All invoice amounts are due for payment within 7 days of the invoice date without deductions; interim payments are due immediately and net.
7.2 The granting of discounts and/or rebates requires the written consent of MLC.
7.3 For all productions, MLC reserves the right to demand an advance payment from the client. 1/3 of the calculated production costs are due upon conclusion of the contract, a further 1/3 will be invoiced to the client upon interim acceptance ; the remaining 1/3 after acceptance of the final version. In addition, the payment terms stated in the offer apply.
7.4 If doubts arise about the client's ability or willingness to pay, particularly if payments have been suspended or if payments due are delayed, MLC is entitled to demand payment of the entire remaining debt, even if payment terms and deferrals have been granted. In this case, MLC is entitled to demand advance payments or security, to withhold services that have not yet been completed and to stop further work on productions or contracts that are still in progress; the client's obligation to pay remains unaffected and must be borne in the amount of the total costs of the project according to the offer and any additional expenses from additional supplementary agreements.
7.5 If the client defaults on payment, MLC is entitled to claim default interest at a rate of 8% above the applicable base interest rate.
7.6 The client is only entitled to offset, withhold or reduce payment if asserted complaints or counterclaims have been legally established or are undisputed.

8. WARRANTY
8.1 MLC guarantees that the products it creates are free of defects. If the client waives the inspection of a final version provided to him by MLC in advance, he waives his warranty claims. The same applies if the client has approved the final version. Requests for changes after acceptance will be invoiced to the client based on the effort/scope; the same applies to requests for changes after interim acceptance.
8.2 Complaints are only permissible if they are reported to MLC immediately, but no later than one week after receipt of the final version. Defects that cannot be discovered within this period even after careful inspection must be reported to MLC in writing immediately after discovery. If a defect exists, MLC initially has the option of remedying it by making improvements. If the improvement fails after a reasonable period of time, the client can, in consultation with MLC, request a reduction in the remuneration or cancellation of the contract. Liability for normal wear and tear is excluded. Warranty claims against MLC are only available to the immediate client and are not transferable. The above conclusively regulates the warranty for MLC products and excludes other warranty claims of any kind. This does not apply to claims for damages arising from assurances of properties that are intended to protect the client against the risk of consequential damage caused by defects.
8.3 MLC generally only uses technical equipment that is - as far as can be seen - in perfect condition. If equipment or parts thereof fail and MLC is unable to procure replacement equipment at short notice, the warranty for consequences attributable to this technical failure will no longer apply.
8.4 Claims for damages arising from positive breach of contract, from negligence when concluding the contract and from tortious acts are excluded both against MLC and against its vicarious agents or assistants, unless there is intentional or grossly negligent action. This also applies to claims for damages due to non-performance, but only to the extent that compensation for indirect or consequential damage is required, unless the liability is based on a guarantee intended to protect the buyer against the risk of such damage. Any liability is limited to the damage foreseeable at the time the contract was concluded.
8.5 MLC reserves title to products it delivers until full payment (including incidental costs) has been made. The client is revocably entitled to pass on the reserved goods, provided that the customer is informed of the extended retention of title. If the reserved goods are processed into a new item, MLC acquires co-ownership to the value of the invoice amount. The assertion of rights arising from the retention of title does not constitute withdrawal from the contract.

9. CUSTOMER MATERIAL
9.1 The client is obliged to adequately insure the material provided to MLC against damage and loss. MLC is not liable for theft by third parties, provided that due care has been taken.
9.2 If the material handed over is damaged or lost in whole or in part due to a power failure, technical damage or other circumstances that are not due to gross negligence on the part of MLC, MLC is only obliged to replace raw material in the corresponding quantity.

10. GRAPHICS/DESIGN AND LAYOUT
MLC retains all copyrights to the graphics and layouts it has created (particularly with regard to design, form, color, font, text, illustrations and graphic representation). The client can purchase these from MLC by agreement; however, the originals remain in MLC's business premises unless the client requests their release. Otherwise, the client is prohibited from using, copying, selling or changing MLC's services (including preliminary work).

11. ADVERTISING CONSULTING AND IMPLEMENTATION
11.1 MLC is not liable for defects that are the result of errors, etc. on the part of publishers, agencies, radio and television stations and other advertising media establishments. The client is therefore not entitled to deduct or withhold its performance for these reasons.
11.2 MLC does not guarantee the success of an advertising campaign. All forecast objectives are based on estimates and assumptions based on research carried out. No guarantees of success can be given.

12. MISCELLANEOUS
MLC may name the client as a reference customer on its website or in other media without further request. MLC may also publicly reproduce or refer to the services provided for demonstration purposes, unless the client can assert a corresponding legitimate interest.

13. FINAL PROVISIONS
13.1 All changes and additions to contractual agreements must be recorded in writing for verification purposes. Terminations must be made in writing.
13.2 Should individual provisions of the parties' agreements be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the parties shall replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same applies to any gaps in the agreement.
13.3 The Client’s general terms and conditions do not become part of the contract.
13.4 The law of the Federal Republic of Germany applies.
13.5 The exclusive place of jurisdiction for all legal disputes is Bonn.