General Terms and Conditions for the Sale of Goods between
Vantage Film GmbH (Seller) and its customers (Buyer)§1 General Terms and Conditions, Personal Scope, Order and its confirmation
1.

The following General Terms and Conditions for the Sale of Goods shall apply for all
sales between Vantage Film GmbH (Seller) and its customers (Buyer). Any Buyer’sTerms and Conditions or rules and regulations which deviate from these General
Terms and Conditions do not apply except upon written acknowledgement of theSeller. The following General Terms and Conditions for the Sale of Goods shall govern
all sales of Vantage Film GmbH to enterprises (wholesale or retail businesses) andconsumers with residence outside of Germany.

2.

The Seller shall confirm written orders (Vantage Film GmbH order form) sent by theBuyer within 3 days upon receipt in writing. An order via fax and its binding confirmation via fax shall be deemed valid. The seller’s written offer (or offer sent by fax) shallbe valid for 10 days after Seller’s dispatch of the offer to the Buyer unless revoked by
the Seller before receipt of the Buyer’s acceptance.

§ 2 Place of Performance, Delivery and Receipt
1.

Place of performance for all aspects of the sales contract is the Seller’s domicile inWeiden, Germany.
The delivery of the goods occurs ex works (Weiden, Germany). The Buyer bears thecosts of shipment. Delivery will be effected by the Seller’s freight forwarder. The Buyer
may – by written declaration before the shipment – choose the freight forwarder. The
goods are sent without insurance. A delivery notice can be agreed upon.

2.

The Buyer bears costs of packaging for special packing.

3.

Sorted partial shipments and partial shipments containing combinations of the orderedgoods as well as unsorted shipments are permissible. If due to the fault of the Buyer,receipt does not occur on time the Seller has the option, after setting a cure period of
12 days, either to issue an invoice for the amount due, to rescind the contract or todemand damage compensation.

§ 3 Content of the Contract, Delivery time1.

The delivery of the goods will occur on dates agreed on in the order confirmation (i. e.
a particular calendar week), if any, or within usual delivery periods upon confirmed order. All sales are concluded only for particular quantities, articles, quality and prices
set. Both parties are bound hereby. Commission transactions are not performed.

2.

If the parties agree on prepayment of the sales price or prepayment of parts of thesales price delivery shall not occur before payment of the amount agreed has been
fully effected.

2§ 4 Interruption of Delivery
1.

In the case of force majeure, work disputes and other interruptions of business thatare not due to the Seller’s fault, which last longer than a week or apparently will last
longer than a week’s duration, the period of delivery and the period of receipt are extended for the period of delay, at the longest however for 6 weeks in addition to an extended period of delivery (see § 5). The extension occurs when the other party is given
prompt notice of the reason for the delay as soon as it is foreseeable that the named
period cannot be adhered to.

2.

If the delivery or acceptance does not occur on a timely basis, the other contract party
can rescind the contract. It must nevertheless provide written notice at least two weeks
prior to exercising the right of rescission.

3.

If the other contract party upon request is not informed promptly that a delivery or receipt did not occur on a timely basis and if the delay lasted longer than 5 weeks, theother contract party can rescind the contract immediately.

4.

Damage compensation claims are excluded if the contract party has not fulfilled its
duty under § 4 (1) - (3).

§ 5 Extended Period of Delivery
1.

After end of the period for delivery an extended period of delivery of 12 days occurs
automatically without the need for a declaration. After expiration of the extended period of delivery, rescission is deemed to have occurred under exclusion of damage
compensation claims if the Buyer has not given written notice for maintaining the contract.
Rescission under § 5 (1), sentence 2 does not occur if the Buyer declares to the Seller
during the extended period of delivery that it seeks performance of the contract. TheSeller is nevertheless released from the delivery obligation if the Buyer, upon inquiry ofthe Seller, does not make a statement within the extended period of delivery as towhether it insists on performance of contract.

2.

Transactions for fixed delivery dates are not entered into. If the parties expressly
agree in a particular instance that the goods are intended for a particular occasion, afirm delivery date without extension period can be expressly agreed upon. In case thedelivery period is exceeded, the Buyer may demand reimbursement of special expenditures for the ordered goods not exceeding the amount of the purchase rice of the ordered goods. Further claims are excluded. Before being entitled to claim damage
compensation instead of performance the Buyer must notify the Seller in writing that it
has a period of 4 weeks to complete performance and that otherwise upon expirationof this period it will reject performance and rescind the contract. The period is calculated from the day on which the notice of the Buyer is delivered to the Seller by registered mail. This provision also applies in the case of § 5 (1), sentence 2, in place of theright of rescission stated there. In this case the Buyer’s notice must reach the Seller
within the extended period of delivery.

3.

Claims of the Buyer on account of late delivery made before expiration of the extended
period of delivery are excluded.

3§ 6 Transportation, Import Regulations
The Buyer shall bear all costs and risks of transportation. This shall apply especially incases where the Seller or its agents effect delivery. The Buyer bears the costs ofpackaging which shall be billed by the Seller. The Buyer will ensure that all necessary
customs procedures are complied with in a proper manner. The Buyer will inform theSeller of all import regulations applicable at the place of consignment and the optimum
consignment conditions for import. The Buyer is also responsible for compliance withall import arrangements and regulations at the place of consignment and the Buyer
shall bear all risks in this regard.
§ 7 Notice of Defects
1.

Notice of defects (in writing, by fax or email) is to be sent to the Seller and must reach
the Seller at the latest within 10 calendar days after receipt of the goods. The Buyer
shall return the defect items to the Seller. The Seller shall bear the costs of the return
shipment in case of proven defects.

2.

Minor, technically unavoidable deviations from quality, color, width, weight, outfitting orof design may not be claimed as defects. This applies also to deviations customary inthe trade unless the Seller has assured delivery according to a sample in writing.

3.

In case of a justified notice of defects the Seller has the right of repair or delivery of a
replacement product free of defects within 12 days after receipt of the returned item. In
this case the Seller bears the freight costs. If repair is not successful and if the Seller
is not able to supply a replacement product free of defects, the Buyer only has theright of reduction of the purchase price or may rescind the contract.

4.

After expiration of the period provided in § 7 (3) the Buyer can only obtain reduction of
the purchase price or rescission of the contract.

5.

The Buyer has to inform the Seller without delay (3 work days) of hidden defects after
their discovery. The Buyer can on account of a timely notice of defects only obtain reduction of the purchase price or rescission of the contract.

§ 8 Payment Conditions, Delay
1.

The invoice will be issued upon order confirmation or – at the latest – on the day ofdelivery or the day of availability of the goods. Postponement of maturity (valuationtime) is in principle excluded. If the parties agree on prepayment before delivery (seeconfirmed order), payment due shall be effected before processing or delivery of theorder.

2.

Invoices without fixed payment conditions are due immediately, at the latest within twoweeks upon the date of the invoice.

3.

Discounts only apply if agreed on in writing or via fax in the order form which has beenconfirmed by the Seller. In absence of such an agreement, discounts do not apply andare excluded.

4.

Checks are only accepted if the sales price is finally credited to the Seller (not in lieu ofperformance).

4§ 9 No Discounts, Omission of discounts
1.

Any discounts agreed to by the Seller shall cease to apply in the event of judicial or
extrajudicial composition proceedings, bankruptcy or default in payment (Art. 286 of
the German Civil Code) on the part of the Buyer, and if judicial process is invoked torecover the full or parts of the invoiced sales price.

2.

In the case of bank transfer, the day preceding the crediting of the amount transferredto the bank of the Seller is deemed to be the day of payment.

§ 10 Payment after Due Date, Consequences of Default
1.

For payments after latest due date and after notice of non payment, the Seller’s interest at the rate of 8 percentage points above the then current base interest rate of
the European Central Bank will be calculated. If the Buyer is a consumer the interest
shall be 5 percentage points above the then current base interest rate of the European Central Bank.

2.

Before complete payment of invoiced amounts due including interest and costs due,
the Seller is not obligated to make any further delivery from any current contract. Additional claims damages for delayed payment is reserved.

3.

In the case of delay in payment of the Buyer or in the case of threatened insolvency orother essential deterioration of assets of the Buyer, the Seller can demand, after providing a notice period of 10 calendar days, payment in cash before delivery for still
outstanding deliveries from any current contract or rescind the contract or demanddamage compensation.

§ 11 No Set OffThe Buyer is not entitled to off-set any claims against any sales price payable to theSeller unless the amount sought to be off-set is undisputed by the Seller or finally judicially determined without right of further appeal.
§ 12 Reservation of ownership1.

The goods remain the property of the Seller until the complete payment of all claims
from delivery of goods from the entire business relationship, including ancillary claims,
damage compensation claims and costs for cashing of checks etc. The retention of title also remains where particular claims of the Seller have been incorporated in an
outstanding invoice and the balance is reflected and acknowledged.

2.

Insofar as in the business relationship between the Seller and the Buyer a centralized
authority is invoked that takes over delcredere liability, the Seller transfers with shipment of the goods the ownership to the centralized authority subject to the condition ofpayment of the purchase price by the central authority. The Buyer is relieved of payment liability only with payment by the central authority.

3.

The Buyer is entitled to further sale or processing of the delivered goods only withconsideration of the following conditions.
The Buyer may sell or process the goods subject to retention of title only in the course5of ordinary business and insofar as its asset standing does not significantly deteriorate.
a.

The Buyer assigns hereby the claim, with all related rights, i. e. resale, rent, rental
fees of the goods subject to retention of title – including any accounts receivable –to the Seller.

b.

If the goods are connected, mixed or processed and the Seller has obtained
co-ownership in the amount of the outstanding invoiced value, it is entitled to any
purchase claim for the goods in proportion to its rights (share of ownership).

c.

If the Buyer sells the claim against the Buyer’s customer within the scope of genuine factoring, the Buyer assigns the claim it has against the factor to the Seller
and will send to the Seller its sales proceeds in proportion to the value of therights of the Seller to the goods. The Buyer is obligated to disclose the assignment to the factor when payment on an invoice is more than 10 days overdue orwhen its assets’ situation deteriorates significantly. The Seller accepts this assignment.

4.

The Buyer is entitled to collect the assigned claims insofar as it is in compliance with
its payment obligations. The collection authorization ends with payment delay of theBuyer or in the case of significant deterioration of the assets of the Buyer. In suchcase the Seller is hereby authorized by the Buyer to informer customers of the assignment and to collect the claims itself.

5.

The Buyer has to provide information that is necessary for collecting the assigned
claims and for review of such information. In particular it has to hand over to the Seller
on request an exact listing of the claims it has with the names and addresses of thecustomers, the amount of the particular claims, the date of invoice, and so forth.

6.

If the value of the security held by the Seller for the entire claims exceeds the amountinvoiced and due including interest and costs by more than 10 %, the Seller is obligated on request of the Buyer to release the security to such extent per its choice.

7.

Using the goods subject to retention of title for a lien or as security is impermissible theSeller is to be informed immediately of any lien seizures, with provision of information
concerning the lien creditor.

8.

If the Seller takes the delivered good back in exercise of its right of retention, contract
rescission only exists where the Seller expressly declares it. The Seller can satisfy its
claims by private sale.

9.

The Buyer keeps the goods under retention of title for the Seller without cost. It has toinsure them within the usual scope against common dangers such as for ex. fire, theftand water. The Buyer assigns hereby to the Seller its compensation rights, which it
has as a result of damages of the aforementioned type, against insurance companies
or other obligated parties in the amount of the invoiced value of the goods. The Seller
accepts this assignment.

10.

All claims and rights from retention of title in all the special forms set out in theseTerms and Conditions remain until complete satisfaction of any possible obligations(check/bill of exchange) that the Seller has incurred in the interest of the Buyer. TheBuyer is in principle permitted in the case of sentence 1 to pursue factoring for its accounts receivable. Before entering any such conditional obligations it must nonetheless inform the Seller.

6§ 13 Applicable Law, Legal Venue, Final Provisions
1.

The contractual relationship between the Seller and the Buyer is governed by the lawsof the Federal Republic of Germany without regard to conflict of law rules. The Treatyof the United Nations on Contracts for the International Sale of Goods from April 11,1980 is excluded and shall not apply.

2.

The place of performance for the delivery of the goods and for payment of the sales
price shall be 92637 Weiden, Germany.
The legal venue for all disputes arising from any contractual transaction of the parties(Buyer and Seller) shall be 92637 Weiden, Germany.
The seller may also elect or invoke legal action in the courts of the jurisdiction in which
the contractual partner is located.

3.

No other collateral agreements have been made and any such claimed agreements
prior to this agreement are null and void. Any modifications to this sales agreement
and any amendments and additions hereto must be in writing (or via confirmed faxcorrespondence) in order to be legally binding. This includes any change of the agreedwritten form.

4.

If any provision of the above terms and conditions is held to be invalid, then the validityof the remaining terms and conditions shall not be affected thereby. In such event, theinvalid provision shall be deemed replaced by a legally valid provision that mostclosely reflects the economic content of the valid provision.