Common use of Delivery Default Clause in Contracts

Delivery Default. 5.1 If Main Conditions foresee deliveiy on loan, at Licensee’s expense, DW shall deliver the Delivery Items on loan for copying purposes only for a period not exceeding 30 (thirty) days to Licensee at Licensee’s delivery address, of which Licensee shall inform DW in writing. The Delivery Items of the technical material shall be returned undamaged to DW at Licensee’s cost immediately after Licensee has copied the material. In case that Licensee does not return the Delivery Items within the agreed time period, Licensee shall pay the full reproduction costs of the Delivery Items. 5.2 If Main Conditions foresee delivery at cost, Licensee will order from DW the Delivery Items as required for the exploitation of the PROGRAMME and Licensee will clear said materials and take possession of same as soon as possible, but no later than within four weeks from and after the date of arrival thereof at Licensee’s destination. DW will supply the material and documents available upon receipt of Licensee’s written order and at Licensee’s cost. DW will send an invoice to Licensee after receipt of its order, payable upon receipt by Licensee. All deliveries to Licensee shall be prepaid and at Licensee’s risk. 5.3 Licensee shall have the right to inspect and examine all Delivery Items and shall advise DW within 15 (fifteen) days after delivery if and wherein the same is not complete, whereupon DW shall promptly deliver to Licensee the items of which it failed to make delivery of it in first instance. Licensee shall have 30 (thirty) days after delivery of any Delivery Item to raise any objection to its technical quality. 5.4 If Licensee fails to do so in time and/or detailing all points where Licensee has seen incomplete delivery or technical failure in the respective Delivery Items, any complaints shall be ruled out and the Delivery Items shall be deemed accepted. The same applies if no material delivery shall take place as Licensee is in possession of the Delivery Items. 5.5 In the event of rejection of the Delivery Items in due time, Licensee shall identify the defective material and give detailed reasons for such rejection by providing DW with a precise technical report, detailing all points where Licensee has seen technical failure in the material. Licensee shall request that DW shall deliver substitute delivery material (hereinafter referred to as Substitute Delivery Material) of the same PROGRAMME to replace the defective material. 5.6 Within 30 (thirty) days of receipt of the notification under Clause 5.5. DW shall at its own expense deliver to Licensee the Substitute Delivery Material (exception see Clause 5.7.). In the event of technical rejection of the respective Substitute Delivery Material due to technical defects or incomplete delivery, Licensee shall identify the respective defective material and give detailed reasons for such rejection by providing DW with a precise technical report, detailing all points where Licensee has seen technical failure in the respective Substitute Delivery Material, within 10 (ten) days upon receipt of the respective Substitute Delivery Material. If Licensee fails to do so in time and/or detailing all points where Licensee has seen technical failure or incomplete delivery in the respective Substitute Delivery Material, any complaints shall be ruled out and the Substitute Delivery Material shall be deemed accepted. 5.7 If Licensee provides accurate notice that Substitute Delivery Material is technically defect and in case that delivery of Substitute Delivery Material would require a disproportionate effort for DW, DW shall at its sole discretion either (i) remedy such default or (ii) submit to Licensee a substitute PROGRAMME which is acceptable to Licensee or (iii) delete the PROGRAMME from the Agreement and reimburse Licensee any payments made with respect to the deleted PROGRAMME. The parties agree that in the event that only parts of the Substitute Delivery Material (single episodes, one programme of a package deal) are classified defective, the Agreement shall only be terminated with regard to those episodes/ programmes. In this case the License Fee shall only be reduced by the amount regarding those defective episodes/ programmes. This shall always be subject to the possibility of separate exploitation of the remaining PROGRAMME. All other rights and remedies Licensee may have under the Agreement, law or equity are hereby excluded. 5.8 Upon expiration or sooner termination of this Agreement and at DW’s choice, Licensee will either return to DW, free of charge, or destroy at Licensee’s cost (with reasonable proof of destruction to be furnished to DW) all materials for the PROGRAMME supplied by DW or produced or manufactured by or for the account of Licensee during the Term. 5.9 All transport charges (both ways) as well as shipment charges, insurance, customs and other import duties shall be borne by Licensee. Any transports shall be carried out at Licensee’s own risk.

Delivery Default. 5.1 If Main Conditions foresee deliveiy delivery on loan, at Licensee’s expense, DW shall deliver the Delivery Items on loan for copying purposes only for a period not exceeding 30 (thirty) days to Licensee at Licensee’s delivery address, of which Licensee shall inform DW in writing. The Delivery Items of the technical material shall be returned undamaged to DW at Licensee’s cost immediately after Licensee has copied the material. In case that Licensee does not return the Delivery Items within the agreed time period, Licensee shall pay the full reproduction costs of the Delivery Items. 5.2 If Main Conditions foresee delivery at cost, Licensee will order from DW the Delivery Items as required for the exploitation of the PROGRAMME and Licensee will clear said materials and take possession of same as soon as possible, but no later than within four weeks from and after the date of arrival thereof at Licensee’s destination. DW will supply the material and documents available upon receipt of Licensee’s written order and at Licensee’s cost. DW will send an invoice to Licensee after receipt of its order, payable upon receipt by Licensee. All deliveries to Licensee shall be prepaid and at Licensee’s risk. 5.3 Licensee shall have the right to inspect and examine all Delivery Items and shall advise DW within 15 (fifteen) days after delivery if and wherein the same is not complete, whereupon DW shall promptly deliver to Licensee the items of which it failed to make delivery of it in first instance. Licensee shall have 30 (thirty) days after delivery of any Delivery Item to raise any objection to its technical quality. 5.4 If Licensee fails to do so in time and/or detailing all points where Licensee has seen incomplete delivery or technical failure in the respective Delivery Items, any complaints shall be ruled out and the Delivery Items shall be deemed accepted. The same applies if no material delivery shall take place as Licensee is in possession of the Delivery Items. 5.5 In the event of rejection of the Delivery Items in due time, Licensee shall identify the defective material and give detailed reasons for such rejection by providing DW with a precise technical report, detailing all points where Licensee has seen technical failure in the material. Licensee shall request that DW shall deliver substitute delivery material (hereinafter referred to as Substitute Delivery Material) of the same PROGRAMME to replace the defective material. 5.6 Within 30 (thirty) days of receipt of the notification under Clause 5.5. DW shall at its own expense deliver to Licensee the Substitute Delivery Material (exception see Clause 5.7.). In the event of technical rejection of the respective Substitute Delivery Material due to technical defects or incomplete delivery, Licensee shall identify the respective defective material and give detailed reasons for such rejection by providing DW with a precise technical report, detailing all points where Licensee has seen technical failure in the respective Substitute Delivery Material, within 10 (ten) days upon receipt of the respective Substitute Delivery Material. If Licensee fails to do so in time and/or detailing all points where Licensee has seen technical failure or incomplete delivery in the respective Substitute Delivery Material, any complaints shall be ruled out and the Substitute Delivery Material shall be deemed accepted. 5.7 If Licensee provides accurate notice that Substitute Delivery Material is technically defect and in case that delivery of Substitute Delivery Material would require a disproportionate effort for DW, DW shall at its sole discretion either (i) remedy such default or (ii) submit to Licensee a substitute PROGRAMME which is acceptable to Licensee or (iii) delete the PROGRAMME from the Agreement and reimburse Licensee any payments made with respect to the deleted PROGRAMME. The parties agree that in the event that only parts of the Substitute Delivery Material (single episodes, one programme of a package deal) are classified defective, the Agreement shall only be terminated with regard to those episodes/ programmes. In this case the License Fee shall only be reduced by the amount regarding those defective episodes/ programmes. This shall always be subject to the possibility of separate exploitation of the remaining PROGRAMME. All other rights and remedies Licensee may have under the Agreement, law or equity are hereby excluded. 5.8 Upon expiration or sooner termination of this Agreement and at DW’s choice, Licensee will either return to DW, free of charge, or destroy at Licensee’s cost (with reasonable proof of destruction to be furnished to DW) all materials for the PROGRAMME supplied by DW or produced or manufactured by or for the account of Licensee during the Term. 5.9 All transport charges (both ways) as well as shipment charges, insurance, customs and other import duties shall be borne by Licensee. Any transports shall be carried out at Licensee’s own risk.