General terms and condition of reneltdesign
Framework conditions for design contracts and offers
The following framework conditions of the contractor apply to all design contracts and offers of the contractor. Deviating from these conditions or beyond, in particular also terms and conditions of clients, shall only be binding if this has been expressly confirmed in writing by the contractor in advance. The countersignature of the contract / offer is considered as recognition of this framework.
2. Obligation of the client to cooperate
During the entire development phase, the client must provide the contractor with all necessary information about the business policy and procedural goals and priorities as well as all other requirements within his sphere of responsibility for the product to be designed. The contractor shall only be obliged to check the accuracy and completeness of the documents and information made available to the general conclusiveness to the extent that such a duty of verification has been agreed in writing.
The Contractor undertakes to keep all information and documents accessible to him / her in connection with the Design Contract / Offer, which are designated as confidential or clearly identifiable as business or trade secrets of the Client, for an indefinite period and if not required to achieve the purpose of the contract, neither to record nor to pass on or exploit. The contractor will ensure by appropriate contractual agreement with the employees and agents working for him that they also refrain, for an indefinite period, from any use, disclosure or unauthorized recording of such business and trade secrets. Relevant obligations apply to the client with regard to business and trade secrets of the contractor; this also applies in particular to the ideas and model studies made known during the development phase.
4. Performance deadlines
If binding deadlines are set for completion of the project, the following applies: Any delays due to lack of cooperation by the client must be deducted from the deadline. If the deadline is exceeded by more than 2 weeks, the client is entitled to set a period of grace of at least 2 weeks, after which the client will not be able to accept the contract after completion without result. If the non-compliance with the time limit is due to force majeure occurring or identifiable only after conclusion of the contract, the deadline for temporary nature of the disruption shall be extended until it ceases to exist, but at the latest by 6 months. The same applies to strikes, lockouts, lack of required import / export licenses, unforeseeable breakdowns or other events for which the contractor is not responsible. This also applies if the circumstances occur with suppliers from the contractor.5. Abnahme
Jede der Leistungsphasen wird gesondert abgenommen. Die Abnahme gilt als stillschweigend erfolgt, wenn den Leistungen der darauffolgenden Phase nicht schriftlich widersprochen wird. Durch die Abnahme einer Leistungsphase wird deren Ergebnis zur verbindlichen Grundlage der weiteren Leistungen. Aus Gründen des Geschmacks (Nichtgefallens) kann der Abnahme nicht widersprochen werden. Der Auftraggeber ist insoweit auf sein Kündigungsrecht verwiesen.
6. Right of termination of the client
The client may terminate the contract at any time until full performance of the service. He may also terminate for reasons of taste. If the principal terminates the contract, the contractor is entitled to demand the agreed remuneration for the already completed service phase including the phase in which the termination takes place. The contractor will indicate to the client the completion of the individual service phases. The contractor is obliged to give the client the opportunity to assess the final phase. The client is entitled to terminate the contract within 5 calendar days of receipt of the advertisement with effect for the service phases not yet performed. If the client terminates, no rights of use shall pass to the client. All items manufactured by the contractor, e.g. Idea sketches, fine drafts, volume models and other models must be returned to the contractor immediately.
7. Repair / warranty
Due to the freedom of design conferred on the contractor and the associated artistic characteristics, no rights of improvement or warranty may arise for reasons of taste.
8. Rights of use
The exclusive rights of use of the final design product are transferred to the client upon full payment of the agreed compensation for service phases 1-6. If a license fee has been agreed, the rights of use shall be returned to the contractor upon suspension of the royalty payment. The same applies if the client does not start production within one year after completion of the service phase 6 or cease production. Possibly. Legal rights acquired by the customer (design patents, utility models, patents) are then transferred to the contractor. Usages that exceed the agreed production target and the agreed production volume are agreed with the contractor. The design or elements thereof may be transferred to items other than those contracted only with the agreement of the contractor. A retransfer of the right of use to third parties requires a further agreement of the parties. Rights of use of the designs, variants and studies of the final design product are not transferred as they merely prepare the development and decision-making for the selection of a final design and design product. Proposals, suggestions, etc. of the client do not constitute a joint liability. The protection of the transferred rights of use is the responsibility of the client. If the latter does not comply with his duty of protection, the contractor himself can arrange for the necessary measures to be borne by the client, if the lack of protection seriously and permanently affects interests. License fees are to be invoiced by the client by the end of February for the previous calendar year on presentation of a verifiable statement and paid out to the contractor. The contractor is entitled to have the information reported to him for the calculation of the license fee by a member of the tax consulting professions, who is obliged to maintain confidentiality, examined by inspecting the books of the client. The costs of commissioning shall be borne by the party providing the information in the event of incorrect information.
9. Special copyrights
The contractor has the right to designate. Substantial changes to the design product require the agreement of the contractor.
10. Free copies
The contractor is entitled to free use of a dummy of the product, which was produced with the help of his design. In addition, the contractor is entitled to the free provision of 10 copies of an ad that was produced for the product he designed. The contractor may publish photocopies of the product created on the basis of his performance and related advertising material and use it for his own advertising.
The design product created by the contractor is to his knowledge an independent, personal, spiritual creation. An assurance beyond the statement for the novelty of the idea underlying the design product can not be given. The economic exploitation of the design product is at the risk of the client. The client is obliged to independently check the design product for its functional capability and safety as well as feasibility, as the focus of the service to be provided by the contractor is in the area of design. The liability of the contractor for non-contractual, but in connection with this contract obligations as well as for breach of ancillary contractual obligations, which are not essential for the execution of the contract is limited to willful and grossly negligent acts. In case of slight negligence for indirect damages, the liability of the contractor for the breach of essential contractual obligations shall be limited to an amount which does not exceed the loss and loss of the principal and which the contractor is aware of upon conclusion of the contract, taking into account the circumstances that he has recognized or would have known should have foreseen as a possible consequence of the infringement. Any claim for damages due to non-fulfillment due to the contractor for the event of default in performance or delayed by the contractor shall be limited to the amount of up to 50% of the total fee and for direct damages.
12. Place of performance and jurisdiction
Place of performance is the registered office of the contractor. Jurisdiction is the seat of the contractor, if the client is a registered trader. However, the contractor is also entitled to sue at the principal's place of business. German law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods.
13. Retention of title
The delivered goods remain the property of the contractor until full payment of all due invoices. The client is obliged to assert the rights arising from the retention of title to third parties. He assigns receivables from the resale of goods, which are encumbered with this retention of title, to the security of all still open demands to the contractor.
14. Design terminology
Proportion model A model that only has the task of essentially recognizing the external shape, but in any case proportions. Design Model A model that looks exactly like the later series pattern in terms of appearance, in a quality that could be used for brochure photos. Function Model A model that shows all or part of the technical function, regardless of the external shape. Ergonomic Model A model designed to develop optimal usability or usability. Prototype A model created according to the production drawings, which largely corresponds to the later standard pattern in material and dimensions.
15. Changes / additions
Changes and additions to the contract must be made in writing, whereby correspondence or fax suffice. The provisions of the Copyright Act and the Design Law apply. The objects of the deliveries remain the property of the contractor until fulfillment of all claims against the client arising from this business relationship. The nullity or invalidity of individual provisions of these general conditions does not affect the validity of the remaining provisions. The parties are obliged to replace or supplement the inadequate provision and possible gaps in the contract by a provision whose economic and legal sense comes as close as possible to the defective provision.