General Terms and Conditions
Status September 2021
- General – Scope of application
1.1 The following general terms and conditions shall apply exclusively to all offers, cost estimates, orders and contracts concerning the cooperation with Struppler GmbH. With the placing of an order, the acceptance of the offer or the conclusion of the contract these general terms and conditions shall become part of the contract concluded between the parties. We do not recognize any regulations deviating from these general terms and conditions, in particular also the client’s terms and conditions, unless we have expressly agreed to their validity in writing for the individual case in question.
1.2 These General Terms and Conditions of Business shall be recognized by the Client upon placing the order. Additional or deviating agreements between the customer and Struppler GmbH shall generally require the written form.
- Advantages of interface design
2.1 The customer shall ensure that all documents, information, samples, models, prototypes, design and utility patents, patent documents, drawings and data as well as information on production, distribution and trade relating to the project are made available to Struppler GmbH directly and without delay. The customer shall make these available to Struppler GmbH free of charge and, unless otherwise agreed, without any obligation to exercise due care, to keep them or to return them.
2.2 If this is not possible, objects, information and documents shall be procured by Struppler GmbH by arrangement, the costs of which shall be borne by the customer.
2.3 Struppler GmbH shall not be obliged to verify the correctness and conclusiveness of this information unless otherwise agreed in writing.
- Services of Struppler GmbH
3.1 Struppler GmbH shall provide services from all phases of the development and design process such as research, conception, analysis, project planning, preparation of drafts, ergonomic studies, preparation of CAD data and design documents, graphic elaborations as well as consulting and mediating development and production support, the scope of which shall be agreed between the parties in each individual case.
3.2 The preparation of drafts, the rendering of services and all other activities which Struppler GmbH renders for the customer shall be subject to a charge unless expressly agreed otherwise.
- Mutual information
The contracting parties undertake to provide each other with comprehensive information on all findings relating to the subject matter of the contract and the progress of the project.
5.1 Struppler GmbH undertakes to keep secret all information and documents made available to it in connection with the development which are designated by the customer as confidential or which are clearly recognizable under the circumstances as business or trade secrets of the customer and – unless necessary to achieve the purpose of the contract – neither to record nor to pass on nor to utilize them. Struppler GmbH shall ensure by suitable contractual agreements with the employees and agents working for it that they shall also refrain for an unlimited period from any use, disclosure or unauthorized recording of such business and trade secrets. Should it be necessary to pass on information to third parties in order to process the project, this shall only be done in consultation with the Client and a corresponding non-disclosure agreement shall be concluded with third parties.
5.2 Corresponding obligations shall also apply to the customer with respect to business and trade secrets of Struppler GmbH. This shall apply in particular also to the idea and model studies brought to knowledge during the development phase.
- Rights from development phases
Rights from the development phases, in particular rights of use to designs presented, shall not be transferred to the client. This shall also apply beyond the duration of the cooperation.
- Subject matter of the contract, scope of the contract
The subject matter and scope of the contract shall result from the project offer of Struppler GmbH and the placing of the order by the customer in connection with these General Terms and Conditions of Struppler GmbH.
- Performance deadlines
If binding deadlines for the completion of the project have been agreed, the following shall apply:
8.1 Any delays due to lack of cooperation by the customer shall not be the responsibility of Struppler GmbH. If the deadline is exceeded by more than 2 weeks, the buyer shall be entitled to set a grace period of at least 2 weeks, after the fruitless expiration of which the buyer may terminate the contract.
8.2 If the failure to meet a deadline is due to force majeure, the deadline shall be extended in the event of a temporary nature of the disruption until it ceases to exist, but by no more than 6 months. The same shall apply in the event of strikes, lockouts, lack of necessary import and export permits, unforeseeable operational disruptions or other events for which Struppler GmbH is not responsible. This shall also apply if these circumstances occur at suppliers of Struppler GmbH.
- Acceptance of services
Each of the service phases shall be accepted separately. Acceptance shall be deemed to have been tacitly effected if the services of the subsequent service phase are not objected to in writing. Through the acceptance of a service phase, its result becomes the binding basis for the further service. Acceptance cannot be objected to for reasons of taste or displeasure. The client’s right to terminate the contract remains unaffected by this.
- Supplements, freedom of design and templates
10.1 There shall be freedom of design within the scope of the order. Complaints regarding the artistic design are excluded. If the customer wishes changes during or after production, he shall bear the additional costs. Struppler GmbH shall retain the claim to remuneration for work performed.
10.2 If the execution of the order is delayed for reasons for which the customer is responsible, the Struppler GmbH may demand an appropriate increase of the remuneration. The assertion of further damage caused by delay shall remain unaffected thereby.
10.3 The customer assures that he is entitled to use all originals handed over to Struppler GmbH. Should he, contrary to this assurance, not be entitled to use them, the customer shall indemnify Struppler GmbH against all claims for compensation by third parties.
- Termination by the Client
11.1 The customer may terminate the contract at any time until the complete performance of the services, also for reasons of non-acceptance.
11.2 If the customer terminates the contract, Struppler GmbH shall be entitled to demand the agreed remuneration for the service phase already rendered including the phase in which the termination took place. Struppler GmbH shall notify the customer of the completion of the individual service phases and shall be obliged to give the customer the opportunity to examine the completion of the phases beforehand. The customer shall be entitled to terminate the contract within 5 calendar days after receipt of the notification with effect for the service phases not yet completed.
11.3 If the customer terminates the contract, no rights of use shall pass to the customer. All items produced by Struppler GmbH, e.g. sketches of ideas, detailed designs and models shall be returned without delay.
12.1 The remuneration shall be based on the offer of Struppler GmbH unless otherwise agreed. The remuneration shall be net amounts payable plus the statutory value added tax.
12.2 If no rights of use are granted and only drafts, technical drawings and/or models are supplied, no separate remuneration for use shall be due.
12.3 If the designs are used later or to a greater extent than originally intended, Struppler GmbH shall be entitled to invoice the remuneration for use subsequently or to demand the difference between the higher remuneration for use and the remuneration originally paid.
12.4 License fees shall be invoiced by the customer at the end of each calendar quarter upon submission of an auditable statement and shall be paid to Struppler GmbH 21 days after the end of the quarter.
- Terms of payment
13.1 The claims for remuneration of Struppler GmbH are due at the agreed times. All invoiced fees and costs of Struppler GmbH shall be paid by the customer within the payment period of 14 days without deduction. The agreed fees and costs shall be net plus the statutory value added tax.
13.2 In case of invoicing to countries outside the EU, Struppler GmbH shall not invoice the value added tax, the customer shall pay the value added tax to the responsible tax office.
13.3 Struppler GmbH shall be entitled to charge interest on arrears in the amount of 8 percentage points above the base interest rate. Cheques or bills of exchange shall only be accepted by Struppler GmbH on the basis of special agreements and only on account of performance. Accordingly, only their successful redemption shall be deemed payment.
- Special services, additional expenses and travel expenses
14.1 Additional services – such as the reworking or modification of drafts, final artwork, study of manuscripts or models or prototypes and print monitoring, which lie outside the original scope of the contract or additional expenses incurred due to changes initiated by the customer, shall be charged separately according to the time spent, in accordance with the collective agreement for design services SDSt/AGD.
14.2 Struppler GmbH shall be entitled to order the external services necessary for the performance of the contract in the name and for the account of the customer. The customer undertakes to grant Struppler GmbH a corresponding power of attorney.
14.3 Insofar as in individual cases contracts for outside services are concluded in the name and for the account of Struppler GmbH, the customer undertakes to indemnify Struppler GmbH internally against all liabilities arising from the conclusion of the contract. This includes in particular the assumption of costs.
14.4 Expenses for additional technical costs, in particular for special materials for the production of models, photos, reproductions, typesetting and printing etc., shall be reimbursed by the customer.
14.5 Travel costs and expenses for trips to be undertaken in connection with the order and agreed with the Client shall be reimbursed by the Client.
- Right of retention, set-off, retention of title
15.1 The customer shall have no right of retention with respect to the due claims of Struppler GmbH.
15.2 A set-off against the claim for fees shall only be permissible with an undisputed or legally established claim of the buyer.
15.3 Struppler GmbH shall retain the exclusive property rights to all drafts, drawings, models until payment has been made in accordance with the contract. With respect to drafts, concepts and verbal, two- or three-dimensional design representations and design descriptions, the customer shall only be granted rights of use, but no property rights shall be transferred. The originals shall therefore be returned to Struppler GmbH after a reasonable period of time unless expressly agreed otherwise.
- Decision in questions of product realization
16.1 The customer shall make decisions in technical and economic questions on his own responsibility. The concepts, drafts and drawings submitted to the customer by Struppler GmbH shall be deemed to be approved if the customer does not send explanations, demands or information to Struppler GmbH in a clear manner within 10 days after submission.
16.2 Persons attending meetings on behalf of the contracting parties shall be deemed to be authorized to make agreements on project-related matters within the scope of the contract.
17.1 Struppler GmbH shall be liable without limitation only for intent and gross negligence and under warranty. For slight negligence Struppler GmbH shall only be liable if an obligation is violated, compliance with which is of particular importance for the achievement of the purpose of the contract (cardinal obligation).
17.2 Struppler GmbH undertakes to carefully select and instruct its vicarious agents. Beyond this Struppler GmbH shall not be liable for its vicarious agents.
17.3 Struppler GmbH shall be entitled to have the services incumbent upon it also performed by third parties. If Struppler GmbH commissions third party services, the respective contractors shall not be vicarious agents of Struppler GmbH. Struppler GmbH shall only be liable for its own fault and only for intent and gross negligence.
- Copyright and rights of use
18.1 The model designs, first cuts, prototypes and files of Struppler GmbH are protected as personal, intellectual creations by copyright law, the provisions of which shall be deemed agreed even if the level of creation required under § 2 of copyright law has not been reached.
18.2 The works of Struppler GmbH may only be used in the agreed manner of use, for the agreed purpose and to the agreed extent; in the absence of an express agreement the purpose of the contract shall only be the purpose made apparent by the customer when the order was placed. The Client shall acquire the right of use upon full payment of the agreed remuneration.
18.3 Without the consent of Struppler GmbH its model designs, prototypes and files may not be modified either in the original or in reproduction; any imitation of the design or elements thereof shall only be permitted with the consent of Struppler GmbH. Any further transfer or licensing shall also require the consent of Struppler GmbH.
18.4 If a license fee has been agreed, the rights of use shall revert to Struppler GmbH upon cessation of the payment of the license fee, without a separate declaration by one of the contracting parties being required. The same shall apply if the customer does not start production within one year after completion of the development and offers for sale products manufactured within 3 further months after the design contract.
18.5 The same shall apply if the customer finally discontinues the production of the products which are the subject matter of the contract. Industrial property rights (design patents, utility models, patents) registered by the customer for services of Struppler GmbH shall in such cases likewise pass to Struppler GmbH.
18.6 Rights of use to preliminary designs, variants and studies shall not be transferred, as these merely prepare the development and decision-making process for the selection of a final design.
18.7 If during the cooperation protectable further developments or improvements are made, the customer shall not acquire any rights of use or exploitation.
18.8 The Client shall be obligated to initiate or pursue all measures to obtain statutory property rights for the subject matter of the contract. The costs for this shall be borne by the Customer from the conclusion of the contract until the end of the contract. If the customer fails to comply with these obligations, Struppler GmbH may itself take all necessary steps at the expense of the customer if its interests are seriously and lastingly impaired by the lack of protection.
18.9 Infringements of property rights shall be prosecuted by Struppler GmbH. The customer may also take action against such infringements at its own expense, whereby any compensation for infringements shall be due to Struppler GmbH.
- Right to information
Struppler GmbH shall be entitled to information about the extent of the use made by the customer. Struppler GmbH shall be entitled to have the information reported to it for the calculation of the license fee checked by a member of the tax consulting profession bound to secrecy by inspection of the books of the customer. The costs of the commission shall be borne by the principal if the information provided by him proves to be incorrect by 2% or more.
20.1 By agreement the customer may and must include the name of Andreas Struppler or Struppler GmbH as designer on the products designed by Andreas Struppler or Struppler GmbH as well as on advertising material for them or in publications about them. The form of the designation shall be agreed in each individual case.
20.2 Andreas Struppler or Struppler GmbH may claim that the products manufactured according to their designs, advertising material therefor and publications thereon shall be provided with a designation referring to Andreas Struppler or Struppler GmbH as designer at the discretion of Andreas Struppler or Struppler GmbH if this is technically possible, the overall impression of the product is not impaired and legitimate interests of the customer are not violated.
- Specimen and free copy
Struppler GmbH shall receive from the customer one specimen copy from the first series of each product produced according to its design without charge for archiving, exhibition and reference purposes. For products with a production value of more than EUR 1.500.- parts of the product and color slides of professional quality made at the expense of the customer shall suffice after consultation, which may be used for self-promotion. Likewise, Struppler GmbH shall receive ten specimen copies each of advertising material, printed matter or similar of the products manufactured according to designs of Struppler GmbH.
- Place of performance, place of jurisdiction and applicable law
22.1 The place of performance and jurisdiction for both parties shall be Munich.
22.2 German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.