Common use of Material and Delivery Clause in Contracts

Material and Delivery. 9.1 Licensee shall bear the costs for material, copying and delivery of the Delivery Materials to Licensee upon receipt of a separate invoice by Licensor. 9.2 If the Delivery Materials have been delivered against lab costs to remain with Licensee for the duration of the Licence Term, Licensee shall either destroy the Delivery Materials or return it to Licensor at Licensees costs after expiry of the Licence Term. 9.3 If the Delivery Materials have been delivered on a loan basis, Licensee shall return them to Licensor at Licensee’s costs at its earliest convenience but no later than at the end of the loan period defined in the Specific Terms. If Licensor does not receive the Delivery Materials after expiry of the loan period, Licensee shall immediately pay the costs for the production of substitute material equal to the material originally provided by Licensor. The same applies if Licensee has returned defective Delivery Materials to Licensor. 9.4 Licensee shall not be entitled to archive the Delivery Materials after the end of the Licence Term. Upon expiry of the Licence Term or termination of this agreement, Licensee immediately shall at Licensor’s sole discretion either return to Licensor or destroy all Delivery Materials. If Licensee destroys the Delivery Materials he shall supply documented evidence of the destruction to Licensor not later than seven (7) days after the expiry of the Licence Term. 9.5 Licensee undertakes to technically examine all Delivery Materials promptly after receipt and shall further examine whether the Delivery Materials are complete. Licensee shall notify Licensor immediately if delivery items are missing. Licensee shall further inform Licensor about its acceptance of the Delivery Materials in writing. Should the Delivery Materials have defects, Licensee shall notify Licensor thereof promptly – specifying the details of the defect in writing by providing a detailed technical report. In case of delivery of defective material and subject to Licensee’s timely written notification of the defect to Licensor, Licensee shall be entitled to demand the delivery of substitute material from Licensor. 9.6 The Delivery Materials will be deemed accepted unless detailed written notification to the contrary is given to Licensor within thirty (30) days after delivery. Further the Delivery Materials will be deemed to be complete if Licensee has not informed Licensor in writing about the missing items within the before mentioned 30-day period. 9.7 Any exploitation of the Program/s shall be considered as acceptance of the Delivery Materials. 9.8 The audiovisual carrier of any Program/s shall be delivered in a technical quality which complies with ZDF’s technical guidelines valid in the year of production of the respective Program/s if the Program has been produced by ZDF. These technical guidelines are known to Licensee. Deviations between the technical standards of Licensee and ZDF’s technical guidelines do not constitute a technical defect. In case Program/s shall be delivered which have not been produced by ZDF, the technical guidelines of the European Broadcasting Union (EBU) shall apply, unless otherwise advised by Licensor.