Terms & Conditions
General Terms and Conditions | Status May 2020
1. 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 an offer or the conclusion of a contract, these general terms and conditions shall become part of the contract concluded between the parties. We do not recognise any regulations that deviate from these general terms and conditions, in particular the terms and conditions of the client, unless we have expressly agreed to their validity in writing for the individual case in question.
1.2 With the placing of the order these terms and conditions are accepted by the client. Additional or deviating agreements between the client and Struppler GmbH must be in writing.
2. services and obligations to cooperate of the client
2.1 The client shall ensure that all documents, information, samples, models, prototypes, design and utility models, patent documents, drawings and data as well as information regarding production, distribution and trade are made directly and immediately accessible to Struppler GmbH. The client shall make these available to Struppler GmbH free of charge and, unless otherwise agreed, without any obligation of care, storage or return.
2.2 As far as this is not possible, objects, information, information and documents shall be procured by Struppler GmbH as agreed upon, the costs for this shall be borne by the client.
2.3 Struppler GmbH shall not be obliged to verify the correctness and conclusiveness of this information, unless otherwise agreed in writing.
3. services of Struppler GmbH
3.1 Struppler GmbH offers from all phases of the development and design process, such as research, conception, analysis, project planning, creation of drafts, ergonomic studies, creation of CAD data and design documents, graphic elaboration as well as advisory 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 provision of services and all other activities that Struppler GmbH performs for the client shall be subject to a fee, unless otherwise expressly agreed.
4. mutual information
The contracting parties undertake to keep each other fully informed of all findings concerning 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 as confidential by the client or which are clearly recognisable as business or trade secrets of the client under the circumstances, and – unless necessary to achieve the purpose of the contract – not to record, pass on or exploit them. Struppler GmbH shall ensure through appropriate contractual agreements with the employees and agents working for Struppler GmbH, that they also refrain from any own exploitation, disclosure or unauthorized recording of such business and trade secrets for an unlimited period of time. Should it be necessary to pass on information to third parties for project processing, this shall only be done in consultation with the client and a corresponding confidentiality agreement shall be concluded with third parties.
5.2 Corresponding obligations shall also apply to the client with regard to business and trade secrets of Struppler GmbH. This shall apply in particular to ideas and model studies brought to the attention of Struppler GmbH during the development phase.
6. rights from development phases
Rights from the development phases, in particular rights of use of presented designs, are not transferred to the client. This also applies beyond the duration of the cooperation.
7. subject of the contract, scope of the contract
The subject matter and scope of the contract shall be determined by the project offer of Struppler GmbH and the placing of the order by the client in conjunction with these General Terms and Conditions of Struppler GmbH.
8. performance deadlines
If binding deadlines for the completion of the project have been agreed, the following applies:
8.1 Struppler GmbH is not responsible for any delays that may occur due to lack of cooperation by the client. If the deadline is exceeded by more than 2 weeks, the client shall be entitled to set a grace period of at least 2 weeks, after which the client may terminate the contract.
8.2 If the failure to comply with a deadline is due to force majeure, the deadline shall be extended in the event of a temporary nature of the disruption until the disruption ceases, but by no longer 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.
9. acceptance of services
Each of the work phases is 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. Acceptance of a service phase makes its result the binding basis for further services. Acceptance cannot be objected to for reasons of taste or lack of appeal. The client’s right to terminate the contract remains unaffected.
10. additions, freedom of design and templates
10.1 Within the scope of the order there is freedom of design. Complaints regarding the artistic design are excluded. If the client wishes changes during or after production, he has to bear the additional costs. Struppler GmbH shall retain the right to remuneration for work carried out.
10.2 Should the execution of the order be delayed for reasons for which the client is responsible, Struppler GmbH may demand an appropriate increase in remuneration. The assertion of further damages caused by delay shall remain unaffected.
10.3 The client assures that he is entitled to use all templates provided to Struppler GmbH. Should he not be entitled to use them contrary to this assurance, the client shall indemnify Struppler GmbH from all claims for compensation by third parties.
11. termination by the client
11.1 The client may terminate the contract at any time until the services have been completely fulfilled, also for reasons of non-performance.
11.2 If the client terminates the contract, Struppler GmbH shall be entitled to demand the agreed remuneration for the phase of services already provided, including the phase in which the termination took place. Struppler GmbH shall notify the client of the completion of the individual service phases and shall be obliged to give the client the opportunity to inspect the completion of the phase beforehand. The client shall be entitled to terminate the contract within 5 calendar days of receipt of the notification with effect for the phases of work not yet completed.
11.3 If the client terminates the contract, no rights of use shall pass to the client. All items produced by Struppler GmbH, e.g. idea sketches, detailed designs and models must be returned immediately.
12.1 Remuneration shall be based on the offer of Struppler GmbH, unless other agreements have been made. Remuneration is net amounts to be paid 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, a separate remuneration for use shall not be payable.
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 retrospectively or to demand the difference between the higher remuneration for use and the originally paid remuneration.
12.4 License fees shall be invoiced by the client at the end of each calendar quarter and shall be paid to Struppler GmbH 21 days after the end of the quarter.
13. terms of payment
13.1 The claims for remuneration of Struppler GmbH are due at the agreed dates. All invoiced fees and costs of Struppler GmbH shall be paid by the client 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 If the invoice is issued in the non-German EU countries, Struppler GmbH shall not invoice the value added tax, the client shall pay the value added tax to the responsible tax office.
13.3 Struppler GmbH shall be entitled to charge interest on arrears at a rate of 8 percentage points above the base rate in the event of late payment. 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 encashment shall be considered as payment.
14. special services, additional and travel expenses
14.1 Additional services – such as the reworking or alteration of drafts, final artwork, study of manuscripts or models or prototypes and printing supervision, which are outside the original scope of the contract or additional work arising from changes initiated by the client, will be charged separately according to the time required, in accordance with the collective agreement for design services SDSt/AGD.
14.2 Struppler GmbH shall be entitled to order external services necessary for the fulfilment of the order in the name and for the account of the client. The client shall be obliged to grant Struppler GmbH appropriate power of attorney.
14.3 In so far as in individual cases contracts for external services are concluded in the name and for the account of Struppler GmbH, the client 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 technical incidental costs, in particular for special materials for the production of models, photographs, reproductions, typesetting and printing etc. shall be reimbursed by the client.
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.
15. right of retention, offsetting, retention of title
15.1 The client shall have no right of retention with regard to due claims of Struppler GmbH.
15.2 Offsetting against the fee claim is only permissible with an undisputed or legally binding claim of the client.
15.3 Struppler GmbH reserves the exclusive rights of ownership of all drafts, drawings, models until the contractual remuneration has been paid. The client shall only be granted rights of use for drafts, concepts and verbal, two- or three-dimensional design representations and design descriptions, but shall not be granted ownership rights. The originals shall therefore be returned to Struppler GmbH after a reasonable period of time, unless otherwise expressly agreed.
16. decision in questions of product realisation
16.1 The client makes decisions on technical and economic matters on his own responsibility. The concepts, drafts and drawings submitted to the client by Struppler GmbH shall be deemed to have been approved, if the client does not provide Struppler GmbH with declarations, demands or information in an unambiguous manner within 10 days after submission.
16.2 Persons attending meetings on behalf of the contractual partners shall be deemed to be authorized to make arrangements on project-related matters within the scope of the agreement.
17.1 Struppler GmbH shall be liable without limitation only for intent and gross negligence and under guarantee. Struppler GmbH shall only be liable for slight negligence if an obligation is violated, the compliance with which is of particular importance for the achievement of the purpose of the contract (cardinal obligation).
17.2 Struppler GmbH shall 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 carried out by third parties. If Struppler GmbH commissions third parties to perform services, the respective contractors shall not be considered as vicarious agents of Struppler GmbH. Struppler GmbH shall only be liable for its own fault and only for intent and gross negligence.
18. copyright and rights of use
18.1 The model designs, first cuts, prototypes and files of Struppler GmbH are protected by copyright as personal, intellectual creations, the regulations of which are also deemed to be agreed upon if the level of creation required by § 2 of the copyright law is not reached.
18.2 The works of Struppler GmbH may only be used in the agreed type 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 recognisable by the client when placing the order. 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 drafts, prototypes and files may not be altered 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 licence fee has been agreed, the rights of use shall revert to Struppler GmbH upon cessation of payment of the licence fee, without the need for a separate declaration by one of the contracting parties. The same shall apply if the client does not commence production within one year after completion of the development and offers for sale products manufactured within 3 further months after the design agreement.
18.5 The same shall also apply if the Client definitively ceases production of the contractual products. Industrial property rights (design patents, utility models, patents) registered by the Client for services provided by Struppler GmbH shall in such cases also pass to Struppler GmbH.
18.6 Rights of use for preliminary drafts, variants and studies shall not be transferred, as these merely prepare the development and decision-making process for the selection of a final draft.
18.7 If protectable further developments or improvements arise during the cooperation, the client shall not acquire any rights of use or exploitation.
18.8 The Customer is obliged to initiate or pursue all measures to obtain legal protection rights for the subject matter of the Agreement. The costs for this shall be borne by the Customer from the conclusion of the contract to the end of the contract. If the client does not comply with these obligations, Struppler GmbH may itself take all necessary steps at the expense of the client, if the lack of protection seriously and permanently affects its interests.
18.9 Struppler GmbH shall prosecute violations of industrial property rights. The client may also take action against such infringements at his own expense, in which case Struppler GmbH shall be entitled to compensation for any infringement.
19. right to information
Struppler GmbH is entitled to information about the extent of the use made by the client. 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 professions who is bound to secrecy by inspecting the books of the client. The client shall bear the costs of the assignment if his information proves to be incorrect by 2% or more.
20. mention of names
20.1 By agreement, the Client may and must include the name of Andreas Struppler or Struppler GmbH as designer on products designed by Andreas Struppler or Struppler GmbH as well as on advertising material for such products or in publications about them. The form of the designation shall be agreed upon in each individual case.
20.2 Andreas Struppler or Struppler GmbH shall be entitled to claim that products manufactured according to their designs, advertising material therefor, or publications thereon, shall bear a designation referring to Andreas Struppler or Struppler GmbH as designer, at the discretion of Andreas Struppler or Struppler GmbH, provided this is technically possible, the overall impression of the product is not impaired and the legitimate interests of the client are not violated.
21. sample and free copy
Struppler GmbH shall receive a specimen copy of each product produced according to its design from the first series 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 colour slides of professional quality made at the expense of the client, which may be used for self-promotion, shall be sufficient. Struppler GmbH shall also receive ten voucher copies of advertising material, printed matter or the like of products manufactured according to Struppler GmbH designs.
22. place of performance, jurisdiction and applicable law
22.1 The place of performance and jurisdiction for both parties is Munich.
22.2 German law shall apply to the exclusion of the UN Sales Convention.