1. General conditions
1.1. The following basic principles shall apply for all contracts concerning design services, exclusively between Sagross Design office GmbH (hereinafter referred to as the "supplier") and the client. They shall also apply in particular if the client uses Terms and Conditions and these contain clauses which oppose or deviate from the basic principles stated here.
1.2. The basic principles stated here shall also apply if the supplier carries out the order without reservation and while aware of conditions of the client which oppose or deviate from the basic principles stated here.
1.3. Deviations from the basic principles stated here shall only then be valid if the supplier has agreed to them explicitly in writing.
1.4. Offers of the supplier are subject to alteration and are non-binding. A contract shall be concluded, however, only with a written order by the client.
1.5 The scope of service commissioned in the order is binding.
2. Copyright law and rights of use
2.1. The works (designs and blueprints) of the supplier are protected by copyright law as intellectual creations, the regulations of which shall then also apply as agreed if the required level of creation is not reached according to §2 UrhG (copyright law).
2.2 The temporal and spatial scope of the use of the works of the supplier or any transfer of the copyright law shall occur on the basis of the offer prepared by the supplier or a separate written agreement.
2.3. Without the agreement of the supplier, its works, including the copyright symbols, may not be changed, neither in the original form nor in reproduction. Any reproduction, even of parts of the work, is prohibited.
2.4. The works of the supplier may only be used for the agreed usage type, for the agreed purpose in the agreed scope. The client shall acquire the right to use the work in the agreed scope with the payment of the fee.
2.5. Repetitions (e.g. reprints or size variations) or multiple uses (e.g. for another product) shall be subject to a fee; they require the consent of the supplier.
2.6. The transfer of granted rights of use to third parties requires the consent of the supplier.
3.1. The supplier is obligated to implement the order with the greatest possible care, in particular to treat all samples, documents, drafts, etc. conceded to it with care.
3.2 The supplier shall guarantee that all designs supplied by it originate exclusively from it and no defects of title are known to it for the designs and the property rights that are the subject matter of the contract.
It shall furthermore affirm that it has not intentionally breached the copyrights of third parties in the creation of the designs in the scope of the order. However, it shall be incumbent upon the client to check whether the services rendered in the scope of the order breach competition law, rights of third parties (trademark law, copyright law, right of publicity, etc.) or other rights. The liability for any breaches shall be incumbent upon the client. It must indemnify the supplier with respect to the claims of third parties or release it from these.
3.3 With the acceptance of designs and artwork by the client, this party shall assume the responsibility for the security, technical and functional correctness of the product.
3.4 The liability of the supplier, its representatives and agents is excluded for slight negligence. The liability for gross negligence, intent, and breaches of cardinal duty shall remain unaffected by this. The liability is additionally limited to compensation for damage which is foreseeable according to the type of service and is typical for the contract, up to an amount of triple the value of the order.
3.5 The burden of proof shall be incumbent upon the client, provided the circumstances to be proved do not originate from the area of responsibility of the supplier.
3.6 The supplier shall not be liable for the elaborations, developments, designs, artwork and drawings accepted by the client, as well as for the feasibility of the production.
4. Defects and Errors
4.1 Only deliveries and services which are implemented grossly inexpertly or uncleanly shall be considered as defective, as well as those for which the orders made and the desired design have been completely ignored and/or instructions have been grossly deviated from or which do not correspond to the state of the art. Our services include the visual and conceptual design of products. The technical construction, definition and design of inner life of products, as well as DFM and DFA (design for manufacture and assembly) are not included in our scope of services.
4.2 Complaints of any type must be made within 14 days from delivery of the work, in writing to the supplier, notwithstanding legal guarantee.
4.3 Acceptance may not be refused for creative and/or artistic reasons. Freedom of design exists within the scope of the order.
5.1 Remuneration shall comprise the remuneration of the designs of the different order phases (design, design elaboration and basis for the implementation) as well as those for the concession for the rights of use. It shall take place on the basis of the offer made by the supplier. Should no offer be made, the remuneration shall take place on the basis of the remuneration tariff contract for design services SDSt/AGD (Independent Design Studios/Alliance of German Designers) (most recent version). The production of designs is subject to a charge, provided nothing different is explicitly agreed. The remunerations are net amounts which must be paid, plus the additional legal value added tax.
5.2 The price specified in the offer and accepted by the client is binding. In the case of requests for alterations and amendments, a particular remuneration value must be paid for the additional expenditure of the supplier. Minimum expenditure shall be in the favour of the supplier and shall not lead to a reduction of the agreed price.
5.3 All charges to the client are due within 14 days. In the case of late payment, the supplier may demand interest for late payment to the amount of 5% above the respective base interest rate of the Euorpean Central Bank p.a..
6. Reference samples
6.1 Furthermore, the client is obligated, without specific request, to transfer two complete reference samples immediately after publication. In the case of non-physical publication, e.g. on the internet, the client shall send the corresponding link to the supplier after publication.
7. Design reference
7.1 The client shall apply a reference to the supplier to the product and, as far as is possible, during publications or production, also to the product packaging (provided that space is available), or make it recognisable in another way.
8. Delivery time
8.1 The client must be informed of any exceeding of the delivery times and dates, by indication of the reasons and the presumed duration. Compensation for damages and withdrawal shall always require a written warning before the reasonable set period.
9.1 All information of the supplier which becomes accessible in connection with the order must be treated as strictly confidential by the client, even after the completion of the order. In case of a breach of the obligation to confidentiality, the client shall pay a penalty to the supplier of the amount of € 25,000.00 for each case of infringement. Claims for compensation shall remain unaffected by this.
10. Limitation period, Offset
10.1 Claims of the client against the supplier are subject to a limitation period of 12 months.
11. Orders carried out by representatives
11.1 If the supplier places orders with third parties within the scope of the rendering of services, the supplier is not liable either for the fulfilment of the contractual obligation of the client or of the third party, nor for the solvency thereof, which it has not checked. The client shall exempt the supplier from all claims of third parties in this context.
12. Final provisions
12.1 Deviating or additional individually agreed regulations with regard to these T&C's or of the order made require the written form in order to be effective and only apply for the respective order. This also applies for the exclusion of the clause concerning the written form. Oral agreements do not exist. Should one of the provisions of these T&C's or of the order be or become ineffective, this does not affect the efficacy of the remaining T&C's or of the order. The effective and feasible regulation shall take the place of the ineffective and infeasible regulation, the effects of which are closest to the economic intention which the contractual parties pursued with the ineffective or infeasible provision. The same applies in the case of a loophole.
12.2 The law of the Federal Republic of Germany applies.
12.3 Jurisdiction is the headquarters of Sagross Design office GmbH.