General Terms and Conditions

1. Scope of the GTC

1.1. These GTC govern the relationship between W-film ("Distributor") and the customer and apply to all products and/or services offered/delivered by the Distributor.

1.2. Any provisions of the customer deviating from or supplementing these GTC shall not be binding on the Distributor, even if the Distributor does not object, delivers without reservation in the knowledge of conflicting GTC of the customer, or the customer declares that he wishes to order only on his own terms and conditions.


2. Conclusion of Contract

2.1. The film order contract is concluded by a written contract between the distributor and the customer or, in the case of a verbal order by the customer, by written confirmation from the Distributor; this is usually sent to the customer by sending a confirmation of the delivery date.

2.2. The confirmation of the delivery date shall contain the respective essential contractual conditions. The customer is obliged to check the information in the confirmation immediately upon receipt of the confirmation and to inform the Distributor of any objections; otherwise the film order contract is concluded under the conditions stated in the confirmation.

2.3. The Distributor reserves the right to make subsequent changes to the film title; these must be announced immediately in the trade press. Furthermore, the Distributor reserves the right to make changes to the film which become necessary due to official or equivalent measures or which prove to be expedient for better exploitation of the film without significantly impairing the normal performance period. The Distributor will inform the customer immediately about such changes.


3. Release Dates, Duration, Prolongation

3.1. The release dates and duration depend on the respective contractual agreements. Fixed dates are binding. The Distributor can demand the abandonment or rescheduling of screening dates in a manner customary in the industry, taking into account the legitimate interests of the customer, even after conclusion of the contract.

3.2. The customer is liable for the non-compliance with performance periods. If a screening date cannot be met after approval by the Distributor due to the prolongation of another film, the customer is obliged, unless otherwise agreed, to screen the film immediately after the prolongation under the conditions originally agreed with the Distributor.

3.3. If a prolongation of the film is agreed upon verbally or by telephone between the Distributor and the customer, the customer must confirm this to the distributor in writing. The prolongation is considered confirmed if the Distributor does not immediately object.

3.4. Before the end of the agreed performance period or prolongation, the customer may neither discontinue the film nor show it in a theatre other than the one agreed upon without the consent of the Distributor.

3.5. Unless otherwise contractually agreed, the film shall be shown as the only main film on each day during the agreed performance period/prolongation in all screenings, including late screenings.

3.6. Any agreed allowance for advertising costs will only be granted during the agreed performance period or prolongation in the case of a German national release.


4. Delivery and Return of Film/Advertising Material, Advertising

4.1. In good time before the release date, the Distributor shall provide the customer with all information required for film identification and screening in accordance with the contract, in particular on the scope of the FSK release, country of origin and year of production, ratings and awards as well as - if necessary - information on sound, image format and length.

4.2. Films/trailers are usually delivered by the Distributor in digital form, if otherwise agreed as 35 mm film copy, at the expense and risk of the Distributor until the customer accepts the delivery. The Distributor decides on the manner and format of delivery or, in the case of digital copies, of supply. The customer bears the costs and risk for the storage of the film and advertising material as well as for the return and further transport. The customer is obliged to insure the film material provided to him against damage, loss and destruction in full and to provide evidence of this to the Distributor on request. 

4.3. The Distributor will supply the customer with trailers, teasers and other advertising material in a scope and condition that is customary in the industry at its own expense and risk in accordance with the shipping order in good time before the performance period. The customer shall advertise the film with the advertising material provided by the Distributor in a manner and to a degree customary in the industry; any rental requirements shall be observed. Fees for the advertising material and packaging are additional costs; unless otherwise agreed, these are to be settled and paid for by the customer together with the film rental.

4.4. The customer is obliged to show the trailer/teaser provided by the rental company as early as possible, at least 2 weeks before the agreed release date up to the start date at an appropriate frequency; when screening the trailer/teaser, the customer must observe the age rating, the target group of the film as well as any rental requirements.

4.5. The Distributor remains the owner of the film or digital copy, the trailer/teaser or digital copy and the advertising material at all times. Editing of these is not permitted. The customer may not pass on, sell, pledge or otherwise use the film or digital copy, trailer/teaser or digital copy and advertising material as security to third parties. Should third parties assert rights with regard to these, the customer will inform the Distributor immediately. This does not apply insofar as advertising material is intended to be passed on to third parties.

4.6. Films, trailers/teasers not supplied digitally must be returned by the customer immediately after the last screening, properly packed in their original packaging, to the Distributor or to a third party designated by the Distributor. After the end of the performance period, advertising material must be returned to the Distributor or to a third party designated by the Distributor upon request. If no return is requested by the Distributor, advertising material is to be destroyed by the customer at the latter's expense and proof of destruction is to be provided upon request.

4.7. For each day that the customer intentionally or negligently retains the film after the agreed performance/prolongation period has expired, the customer is obliged to pay the rental company a fee in the amount of the average daily film rent of the last week of performance. The Distributor is at liberty to assert further or other claims.


5. Delay in Delivery, Obligation to Give Notice of Defects, Damages, Liability

5.1. If the film, trailer/teaser or advertising material does not arrive at the customer's premises or does not arrive in time or in an unplayable condition or otherwise damaged, the customer must notify the Distributor immediately in writing. The same applies to the delivery of digital formats.

5.2. The customer is obliged to check the film, trailer/teaser and advertising material immediately after receipt or, in the case of digital formats, after providing the key required for decoding the film material for correctness, integrity and technical readiness for use, including the functioning of security functions such as key activation and playability, and, if an obvious defect is found, to notify the Distributor immediately in writing. If defects are only recognised at a later date, the customer must report these in writing immediately after they become known. If the customer violates these obligations, the film is considered approved with the consequence that the customer loses his defect rights and the liability of the Distributor is excluded. If a film can no longer be shown on the agreed screening date due to such a violation, the customer must also reimburse the Distributor for any damage incurred by the latter, including loss of earnings.

5.3. The customer is not entitled to any rights due to defects caused, for example, by incorrect or improper use, treatment, testing, repair, modification, damage, assembly or processing of the material or otherwise by the violation of contractual requirements and specifications by the customer or third parties.

5.4. The Distributor and the customer are released from their performance obligations if the film cannot be played or cannot be played in time due to circumstances for which neither of them is responsible, in particular due to non-release, revocation of release, prohibition of screening or force majeure. However, the customer alone bears the risk that the film cannot be played or cannot be played in time due to instructions of the owner of the screening facilities used by him ("Third Party").

5.5. In all other respects, the Distributor is only liable for damages, regardless of the legal grounds, in the event of intent and gross negligence. In the case of simple negligence, it shall only be liable for damages due to injury to life, limb or health or due to breach of an obligation, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the customer regularly relies and may rely (so-called cardinal duties); in the latter case, the liability of the Distributor shall be limited to the foreseeable damage typical for the contract. The above limitations of liability shall not apply in the event of fraudulent concealment of a defect or the assumption of a guarantee for the condition by the Distributor or if and insofar as claims under the Product Liability Act are affected.

5.6. Due to a breach of duty which is not based on a defect, the customer may only withdraw or terminate the contract if the rental company is responsible for the breach of duty. No. 5.4. sentence 2 applies accordingly.


6. Delayed Payment by the Customer

6.1. In the case of an agreed advance payment, the customer has no claim to delivery of the film, unless the advance payment has been credited to the account of the Distributor in due time. Upon delivery, the Distributor can demand payment of the advance payment by cash on delivery.

6.2. If the customer is in arrears with the payment of a film rental fee, the Distributor is entitled, after giving written notice, to refuse delivery of further films ordered until payment is made. Upon delivery, the distributor can demand cash on delivery payment in advance of the film rental estimated by the Distributor. If the customer is more than 14 days in arrears with payment, the Distributor is entitled to withdraw from the contract after another unsuccessful deadline. This withdrawal covers all films ordered under the contract. Further rights of the Distributor remain unaffected.


7. Tickets, Accounting, Advance Booking

7.1. Printed Tickets

a) Only tickets bearing the SPIO seal and bearing the following characteristics may be used: Main part of ticket: Name of the film theatre, location, seat category, number across the left margin, name and location of the printing works, SPIO seal and, if required by the local tax office, the tax seal. For sets of tickets: performance time or number, current date, seat or row number, and, if required by the tax office of the municipality, the tax seal. Tear-off section: number across the right-hand edge, the imprint: "Abriss, als Eintrittsausweis ungültig" (Tear-off section, not valid as admission ticket). For sets of tickets: current date, seat or row number, the imprint "Abriss als Eintrittsausweis ungültig" (Tear-off section, not valid as admission ticket). All features must be printed by the admission ticket printer. Surcharges requested by the customer or other fees directly related to the film screening must be indicated on the admission ticket. In movie theatres or screening venues without an admission price display, only admission tickets with a price imprint may be used.

b) Only admission tickets that are consecutively numbered from at least 1 to 100,000 are permitted. The tickets may only be separated at the designated tear-off points, so that the main section with the full number remains with the visitor and the tear-off section with the full number remains with the customer. Missing tickets whose whereabouts cannot be proven by the customer shall be deemed as sold; the film rental fee for such missing cards shall be paid in arrears.

c) If advance sales are made and only one series of tickets is available for the individual seat group, advance sales may not be made beyond the current programme and may not be made earlier than one hour after the start of the last performance of the previous programme. If advance booking is required beyond the current programme, 2 ticket series with the imprint A or B must be used for each seating group. In this way the tickets for each programme can be issued in consecutive numbering. The numbered connection for the ticket series A is therefore for films 1, 3, 5, 7 etc., for the ticket series B for films 2, 4, 6, 8 etc.

d) If sets of tickets are used, a statement of account from the tax authorities must be presented at the request of the Distributor. Unused complimentary tickets, unless they are to be returned to the local tax office against receipt, must be kept carefully for 10 years in a bundle or sent to the accounting control department of the Verband der Filmverleiher e.V. Additionally issued seat tickets must be clearly distinguishable from sets of tickets in their design. They must be marked with the following imprint in a prominent place: "Platzkarte - Als Eintrittsausweis ungültig. Gilt nur in Verbindung mit der gelösten Eintrittskarte" (Seat ticket - Not valid as admission ticket. Only valid in connection with a purchased ticket).

e) If the sale of admission tickets (except ticket sets) is carried out by several ticket kiosks, a separate, consecutively numbered ticket series with the imprint "Kasse I", "Kasse II" etc. is required for each ticket office from the individual seat groups. Such separate ticket series with the imprint "Vorverkaufsstelle I" (Ticket office I), II, III are also to be used for advance booking offices outside the film theatre.

f) For visitors who receive a discount, such as war-disabled or unemployed persons, the consecutively numbered tickets must be used instead of the ticket sets. On the back of these tickets, the date, time or number of performances and the seat or row number must be stated. The unused record tickets must be marked with the words "Discount card issued for this purpose" and then returned to the tax authorities like an unsold ticket for recalculation.

g) For all special performances, children's or youth performances, late performances or matinees, separate ticket series must be used with the imprint "Children's or Youth Performance" or "Special Performance" or any other indication identifying the performance. Preliminary programmes must be booked with special admission tickets and billed separately.

7.2. Online Ticketing

a) The cinema associations have agreed with the Verband der Filmverleiher e.V. (VdF) on how to proceed with online ticket sales in the future. For the purpose of standardisation and in consultation with the cinema associations, the VdF has developed version 3.0 of the specification sheet and version 2.0 of the certification procedure as recommended conditions. The specifications are still being examined by the Bundeskartellamt. Transitional arrangements until the final examination of the EDP cinema systems should make an early changeover possible.

b) According to this, the use of appropriately standardised cinema box office systems means that the issue of "SPIO cards" is no longer necessary for billing control purposes. The VdF has declared to the distributor as a settlement control that all members of the VdF and AG Verleih - Verband unabhängiger Filmverleiher e.V. follow the VdF's recommendation on conditions and accept a waiver of the binding issue of a SPIO ticket for online tickets at an earlier point in time than the point in time of the final determination and release of the POS system used.

c) According to the recommended conditions, this earlier start is possible if the POS system used by the customer guarantees electronic validation of online tickets on site at the time of the changeover and stores each ticket transaction in an audit-proof manner. In addition, the POS system must be able to generate a validation report for online tickets based on cinema object and film data if the changeover is started earlier. The customer agrees to make these reports available upon request by VdF. Furthermore, the customer agrees to make the validation report film available to the distributor upon request. The validation report will list the number of no-shows with their sales values and the number of online tickets with their sales values. The customer will provide the VdF with a sample of both validation reports before the first changeover.

d) All ticket transactions must be processed by the cash register system used in such a way that the correct rental invoice can be checked. According to the recommended conditions, the customer further guarantees that there is a maximum period of six months between the start of the first changeover and the final check and release of the POS system, unless neither the customer nor the POS provider is responsible for the delay in the release procedure.

e) In the case of box office systems that do not receive approval or that are not checked during the 6-month period, the obligation pursuant to Clause 7.1 to use only SPIO tickets for the purposes of billing control shall remain in effect.


8. Free Tickets

8.1. Only admission tickets bearing the imprint "Freikarte unverkäuflich" (Free ticket not for sale) may be used as free tickets. These tickets must also be numbered consecutively and must have the same features as the admission tickets to be used.

8.2. The accounting of free tickets is only permitted to the extent agreed with the Distributor. If there is no agreement in place, the weekly free ticket quota may not exceed 5% of the number of seats per feature film billing, unless otherwise agreed in writing. Free tickets on presentation of ID cards issued by the umbrella organisations of the film industry (SPIO), the Voluntary Self-Regulation (FSK) and the film industry associations shall not be taken into account.

8.3. Free tickets must be submitted to the Distributor within three months after the expiry of the respective validity date on the free ticket for settlement, later invoices will not be accepted. For each free ticket the settlement slip must be enclosed as proof, tickets without proof will not be accepted.


9. Calculation, Accounting and Estimation of Film Rental

9.1. In the case of a percentage shareholding, the customer must submit complete and comprehensible accounts to the Distributor in writing in accordance with the agreed accounting target, without having to do so within 7 calendar days after the last performance day at the latest [and, if the film is played for longer than a week, every week within 7 calendar days after the end of a performance week - if necessary delete if accounting is only to be carried out after the last match day]. The date of receipt by the Distributor is decisive. The Distributor's form is to be used and completed in full for the settlement of accounts. Invoices issued by standard cinema software will also be accepted, provided that they contain all the information on the Distributor's form. The customer's invoice is also the invoice of the Distributor; a separate invoice will not be issued by the Distributor.

9.2. Unless otherwise agreed, the net rental percentage per ticket sold is at least: 45%.

9.3. The basis for the accounting and payment obligation of the customer in the case of percentage participation is the gross proceeds of the customer. This includes the actual total income of the customer from the sale of tickets for the entire programme, of which the film to be invoiced is a part, during the invoicing period. This also includes admission price surcharges, in particular advance booking surcharges, insofar as these are collected by the purchaser himself.

9.4. Value-added tax as well as entertainment tax and film subsidy levies are to be deducted from the gross proceeds. The resulting net amount forms the basis of assessment for the calculation of the net film rental. Entertainment tax shall be understood to mean the entertainment tax actually paid, but at most the statutory rate. The same applies in the case of tax reduction by showing a predicated film. If a film theatre is granted a tax reduction or waiver of tax for reasons of genuine operational necessity, the film rental shall also be calculated on the basis of the entertainment tax actually paid, but in order to reduce the share of the film rental in the tax reduction or waiver. If there is any doubt as to the existence of a genuine operational emergency, the Complaints Committee of the Accounting Control Board set up at the SPIO shall decide on this matter.

9.5. For the minimum entry price the FFA guidelines apply. In the case of a minimum admission price, the net film rent is at least equal to the product of the minimum admission price and the number of tickets sold for the film in the accounting period. Irrespective of this, the purchaser remains free in his pricing to the audience. The minimum price only forms the basis for settlement between the distributor and the customer in cases where the actual proceeds are less than the agreed minimum price.

9.6. The amount to be paid by the customer is calculated from the net film rent plus any incidental costs incurred and value added tax. Incidental costs are the amount for freight, advertising, etc. as specified in the confirmation of the deadline.

9.7. If the customer does not settle accounts or does not settle accounts properly even after being requested to do so, the Distributor is entitled to estimate the gross proceeds on the basis of gross proceeds for comparable periods and comparable films. This estimate then forms the basis for the distribution share to be determined. Invoices submitted by the customer after the Distributor has issued an estimate will not be accepted; in particular, the customer may not claim that the actual proceeds are lower than those estimated by the Distributor. The customer has to pay a processing fee of 50.00 EUR for the preparation of the estimate invoice; this fee has to be paid together with the film rental fee.


10. Payment, Default, Advance Payments, Offsetting

10.1. The film rental fee must be paid into the account of the Distributor no later than 30 days after the last day of the performance. For each payment, the customer must indicate the film theatre, film title, billing period and the TB number. In the event that several TB are paid in one amount, the customer must send a payment notification in advance.

10.2. After expiry of the payment period according to paragraph 10.1, the customer shall be in default of payment without the need for a reminder. During the default of payment, the customer shall pay interest on arrears at a rate of 8 percentage points above the respective base rate; further claims of the rental company shall remain unaffected.

10.3. If, after conclusion of the contract, it becomes apparent that the Distributor's claim to payment of the film rental fee is jeopardized by the customer's inability to pay, the rental company is entitled to refuse performance and to withdraw from the contract in accordance with the statutory provisions. The Distributor is also entitled to demand payment of an appropriate advance payment from the ordering party. After the unsuccessful expiry of the payment period, the Distributor is also entitled to withdraw from the contract. Further claims by the rental company remains unaffected.

10.4. The customer may only offset against claims of the Distributor with undisputed or legally established counterclaims. The customer is only entitled to exercise a right of retention or a right to refuse performance on the basis of undisputed or legally established counterclaims. The customer has no right of retention - for whatever reason - to the film, trailer/teaser or other advertising material. The customer may not charge cash on delivery for the return shipment.


11. Accounting Control, Right of Audit

11.1. The customer must keep the cash books and daily reports for each theatre box office for at least ten years. In the cash books the entries of the theatre revenues must be made daily and the types of origin of the revenues must be precisely indicated.

11.2. On request, the customer must present to the Distributor or to the body commissioned by the Distributor or the association of film distributors all documents relevant for the settlement of accounts, in particular original daily reports, ticket orders, entertainment tax statements with a certificate of correctness from the tax authorities, his books (with the exception of those which are neither directly nor indirectly related to the income from the sale of tickets) for inspection. If settlement differences are determined, the customer must provide these documents to the auditors upon request for the purpose of further determinations for the time necessary for this purpose. Furthermore, the customer must provide all relevant information. The customer hereby irrevocably authorises the amusement tax authorities to also provide all relevant information to the persons entitled to inspection and to grant inspection of the files.

11.3. The customer is obliged to bear the costs of the settlement control, if the incorrectness of a settlement to the detriment of the Distributor is determined by this.


12. Insurance, Obligations of the Customer in Case of Damage

12.1. The customer is obliged to insure himself against theft, transport, water or fire damage to the usual extent in the industry and to provide proof of this on request of the Distributor.

12.2. Furthermore, the customer is obliged to notify the Distributor immediately in writing of any damage to the film or advertising material provided to him, stating the defects, and in the event of damage by fire or a criminal act, to notify the competent police authority immediately and to have the reason for and extent of the damage officially confirmed. He must send this confirmation to the Distributor and at the same time notify his insurance company of the damage and present the Distributor's invoice to it.


13. Performance, Measures Against Piracy

13.1. The customer must present the film or digital copy, the trailer/teaser on technically perfect projection machines and in a technically perfect manner.

13.2. The customer must always treat the film or digital copy, the trailer/teaser and other advertising material with care; the storage or storage/security must be carried out in such a way that damage and access by unauthorised third parties is excluded.

13.3. If there is a suspicion that there are errors in the handling of the film or digital copy or defects or technical inadequacies of the screening equipment, the Distributor is entitled to determine the condition of the screening equipment at the customer's expense; the customer may make use of an expert for this purpose. The customer shall provide the Distributor or expert with all necessary support.

13.4. If errors in the handling of the film or digital copy or defects in the screening equipment are discovered, or if the third party commissioned to carry out the inspection is denied access to the projection/storage/server room, the Distributor may, without prejudice to further claims, refuse to deliver further films to the customer until it is proven that the defects have been rectified.

13.5. The customer is prohibited from removing the copyright protection for film material provided to him, from circumventing copy protection mechanisms in any other way or from making copies including back-up copies without the consent of the distribution company. The customer has to take all necessary and reasonable measures to prevent unauthorised duplication of the film or digital copy, in particular by copying the film material or by filming it at film screenings, whether by visitors, employees, freelancers or other persons who are granted access to the film theatre or film material. These measures include random admission controls and controls during film screenings and the imposition of corresponding obligations on employees and freelancers.


14. Granting of Rights

14.1. With the film order contract, the Distributor grants the customer the simple, non-transferable right to publicly screen the film during the agreed season/prolongation. The right to show the film only applies to the agreed-upon film theatre and the agreed-upon screening room. Breaks during the running time of the main film are only permitted with the permission of the Distributor.

14.2. Simultaneous playing of the film or digital copy in one or more other film theatres (commuting) or playing in a film theatre other than the agreed film theatre and/or the agreed screening room is only permitted with the written consent of the Distributor. Supplied supporting programmes may only be played with the main film ordered. Playing contrary to the contract obliges the customer, without prejudice to further rights of the Distributor, to pay damages, in particular to replace the Virtual Print Fee (VPF) to be paid to the FFA due to playing contrary to the contract.

14.3. If the customer has to pay royalties (e.g. to the GEMA) for the performance, there is no claim against the Distributor for compensation. The customer is solely responsible for registration, accounting and payment to the collecting society.


15. Sale and Lease, Transfer of Rights

15.1. If the customer sells or leases his or her cinema, he or she must oblige his or her legal successor or leaseholder to take over the film that has not yet been played, without prejudice to his or her continuing liability, and inform the Distributor in writing without delay. The consent to take over the film is at the discretion of the Distributor.

15.2. The Distributor or its legal successor is entitled to assign the rights and obligations to which it is entitled on the basis of the film order contract to third parties; they will inform the customer of this in writing immediately after the assignment.


16. Voluntary Self-Regulation of the Film Industry (FSK)

The customer is obliged to comply with the principles, implementation regulations and rules of procedure of the FSK. The contribution of the buyer to the inspection costs of the theatres as determined by the SPIO is to be settled and paid together with the film rental fee.


17. Final Provisions

17.1. The law of the Federal Republic of Germany applies.

17.2. Exclusive place of fulfilment and jurisdiction for all disputes arising from the film order contract is the registered office of the Distributor. The Distributor is also entitled to sue at the domicile of the customer.

17.3. Should any provision of these GTC be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a valid provision that comes as close as legally possible to what was economically intended in the sense and purpose of the invalid provision. This applies accordingly to any loopholes.