General Terms and Conditions 2018

by plato.designgroup based on the non-binding recommendation of the VDID Association of German Industrial Designers eV

These Terms and Conditions are based on the provisions of the 'Law on Copyright and Related Rights (UrhG)'

All orders to plato.designgroup are subject to these terms and conditions. The application of the client's order and/or terms and conditions requires the express written confirmation of plato.designgroup.

Preamble

The designer works creatively on a freelance basis. As a specialist, he works in an interdisciplinary manner with everyone involved in the development of products, product systems and graphics. Achieving an optimal work result is only possible on the basis of complete trust and close cooperation.

Start and duration of the contract / termination of the contract / termination of the contract

The design contract between the client and plato.designgroup comes into effect when the client places a written order and/or the contractor confirms it in writing. The duration of the order is agreed separately in writing. The design contract can only be terminated early by either party for good cause without observing a period of notice. Significant breach of contract despite a warning is considered good cause.

If the client terminates the contract prematurely for good cause without plato.designgroup being responsible for this reason, the contractor is entitled to the contractually agreed fee without deductions for any services and expenses saved. If the client terminates the contract for good cause and the designer is responsible for this reason, he is only entitled to the agreed fee for the portion of the services provided up to that point.

Definition

For the purposes of the Design Contract:

3.1 ‘Proportion model’ means the model whose sole purpose is to show essentially the external form, but in any case proportions;

3.2“Design model” means the template that shows the technical function in whole or in part, without regard to the external form

3.3‘Functional model’ means the model which shows completely or only partially the technical function, without regard to the external form;

3.4‘Ergonomic model’ means a model that serves to develop optimal operability or usability;

3.5“Prototype” means the model created according to the production drawings, which largely corresponds to the later series model in terms of material and dimensions.

services of the designer

Depending on the type and complexity of a commissioned project, the services provided by plato.designgroup consist of project analysis, project conception, project planning, draft sketches, design studies, drafts, color concepts, design models, elevation and detail drawings, construction documents, style templates, investigations as well as advisory and mediating development and production support.

services of the client

The client shall provide the designer with all information required to fulfil the order and, if necessary, provide samples, parts, documents,

Drawings and other media relevant to the order are made available to the plato.designgroup office free of charge at the designer's own risk and - unless otherwise agreed - without any obligation to exercise due care, to store or return the documents. If this is not possible, objects, information and documents will be obtained by plato.designgroup after consultation. The costs for this will be borne by the client. The designer is only obliged to check the accuracy and completeness of the documents and information provided beyond the general conclusiveness if there is an express written agreement.

Mutual Information

The contracting parties undertake to provide each other with comprehensive information on all issues relating to the subject matter of the contract, the projects to be worked on and the project environment. This particularly applies to knowledge and experiences that could influence the progress of project work.

exclusion of competition / exclusivity

plato.designgroup undertakes to inform the client about possible competition conflicts and, upon request, to grant him exclusion from competition for direct competitors, product areas, products or services to be specified in detail during the contract period. An extension of this exclusivity beyond the contract period can be agreed upon for an appropriate fee. The client undertakes to inform plato.designgroup if he commissions third parties to carry out the same or a similar task during the contract period.

Confidentiality / Mutual Confidentiality / Data Protection

All information that plato.designgroup becomes aware of in the course of its cooperation with the client will be treated as strictly confidential and will only be passed on to third parties if this is necessary for the project and has been agreed in advance.

The client also undertakes to treat all information concerning plato.designgroup that becomes available to him during the collaboration as strictly confidential, unless disclosure to third parties has been agreed upon in advance. This agreement also applies beyond the duration of the collaboration.

Subject matter of the contract / scope of the contract / territory of the contract / scope of application

The subject matter and scope of the contract are derived from the project offer from plato.designgroup and the order confirmation from the client in conjunction with these general terms and conditions of the designer. The contract area is the Federal Republic of Germany and the territories of the other member states of the European Community. Any contract areas beyond this must be contractually agreed on a case-by-case basis.

changes to the scope of the contract

If new findings during project processing or new points of view on the part of the client result in changes or extensions to the scope of the contract, an agreement must be reached on this. If this agreement is not reached, both parties can terminate the contract prematurely for good cause in accordance with Section 04.3.

project assignment

The project order contains a task to be specified by the client, which describes the main objectives and content of the project. The involvement of plato.designgroup in the formulation of this project task is expedient. The scope of services provided by plato.designgroup within a project is described in a project offer. The contract between the client and the designer becomes legally effective when the client issues a written order and plato.designgroup confirms the order in writing. If changes or extensions to the scope of the order arise due to new findings during project processing or new points of view on the part of the client, these will be taken into account by agreement. The additional costs incurred by plato.designgroup will be invoiced.

project duration and premature project termination

The start, duration and expected completion date of a project are agreed upon by the client and designer and are included as part of the project offer and its order confirmation. The client is entitled to cancel an order at any time. In this case, the services provided by the designer up to that point and the material costs incurred and proven will be invoiced. A work phase that has already begun when the project is cancelled by the client will be calculated as completed even if the client waives the transmission and possible use of the work results of this phase. The full or partial use of ideas, drafts and results developed by the designer up to the premature cancellation of the project by the client then requires an additional agreement with the designer.

processing periods and deadlines

Processing periods and deadlines according to the jointly created project plan will be adhered to by plato.designgroup wherever possible. In the event of delays by the client or in the event of force majeure or industrial disputes, the schedule will be modified by mutual agreement.

Transfer of usage rights / delimitation of usage rights

The right to use, produce and sell the object of the order designed by plato.designgroup is transferred to the client upon fulfillment of the contract. The scope of the transfer must in each case be agreed separately in writing. The client does not acquire any rights to variants of the design, sketches, models and drawings that have not been worked out. They may not be executed, used or passed on to third parties without the consent of plato.designgroup. A design study to be prepared by plato.designgroup serves to develop solution fields and variants and the subsequent selection of a design for implementation. An agreement on the transfer of rights to ideas, solutions and drafts contained in design studies requires an order for further development or other agreements with plato.designgroup.

design transfer to other products

The design developed by plato.designgroup or elements thereof may only be transferred to objects other than those described in the task with the consent of the designer and against appropriate remuneration.

Use by third parties / transfer of rights to third parties

If products designed by plato.designgroup within the scope of the contract are to be delivered to other producers or distributors at any time in the original or a modified form or design, or are to be manufactured and/or distributed by such producers or distributors under their own name, the consent of plato.designgroup is required. A fee for this transfer must be agreed. The same applies to designs by plato.designgroup that have not been realized.

claim and application for protection rights

For all designs, plato.designgroup claims protection under the laws on copyright (UrhG), industrial property rights and commercial competition. Design-relevant changes to designs or to products manufactured based on designs by plato.designgroup must be communicated to the designer and require his consent. After the contract has been fulfilled, the client is entitled to register a design as a design or utility model at his own expense, naming the designer. The transfer of patentable inventor rights requires special agreements.

Remuneration / Fee Forms

The services of plato.designgroup and their remuneration are based on a contract or project offer from the designer. The type of remuneration for the designer's services as well as any agreements on the transfer and compensation of usage rights that deviate from Sections 16, 17, 18 and 19 are included in the offer. By placing the order, the client accepts the scope of services, type and amount of remuneration as well as the usage agreements in a legally binding manner.

payment terms

The agreed type and amount of remuneration claims of plato.designgroup are due at the times separately agreed within this contract. All fees and costs invoiced by the designer must be paid by the client within the payment period without deductions. The agreed fees and costs are net plus statutory VAT.

Right of retention / offsetting / retention of title

The client has neither a right of retention nor a right of set-off with regard to the designer's outstanding claims.

Set-off against the fee claim is only permitted with an undisputed or legally established claim of the client.

Designer reserves the exclusive ownership rights to all designs, drawings, models until the contractual remuneration has been paid.

Designs and verbal, two- or three-dimensional design representations and design descriptions are only made available to the client

Rights of use are granted, but ownership rights are not transferred. The originals must therefore be returned to the designer after a reasonable period of time, unless expressly agreed otherwise.

Decision on questions of product realization.

The client makes decisions on technical and economic issues on his own responsibility. The concepts, drafts and drawings presented to the client by the designer are deemed to be approved if the client does not clearly provide the designer with any statements, demands or information that contradict them within 10 days of submission. In case of doubt, persons who attend meetings on behalf of the contracting parties are deemed to be authorized to make arrangements on project-related matters within the framework of the contract.

Liability and Notice of Defects

plato.designgroup is not liable for the novelty, feasibility and economic viability of its designs and also does not guarantee that the production and distribution will not conflict with the rights of third parties. Any liability of plato.designgroup for consequential damages and lost profits is excluded. The liability of the contractor with regard to all claims arising from the

The contractual relationship with the client is limited to direct material damage caused by gross negligence or intent to the items provided by the client, unless otherwise agreed in accordance with § 6.1 of these contractual conditions.

Compensation is limited to the replacement costs. Any further liability of plato.designgroup is excluded. Complaints about defects are only permissible insofar as they relate to deviations between the drafts, drawings and models submitted by the designer and the agreements made with the client. The client's warranty claims are limited to claims for rectification.

Name of the designer / label / notes

By agreement, the client can name plato.designgroup as the designer on the products designed by the designer, on advertising materials for them, or in publications about them. The form of labeling is to be agreed upon. The designer can demand that the products manufactured according to his design, advertising materials for them, and publications about them be labeled with a designation of the designer's choosing that refers to the designer, if this is technically possible, the overall impression of the product is not impaired, and the legitimate interests of the client are not violated.

specimens and free copies

plato.designgroup is free to provide each client with 1-3 copies of the first series produced according to its design, free of charge, to the designer's office for archiving, exhibition and reference purposes. For products with a production value (HK) of more than EUR 1,000 or large dimensions, parts of the product and color slides of professional quality produced at the client's expense are sufficient after consultation. The designer also receives 10 copies of advertising materials, printed matter or similar that are produced for products produced according to the designer's designs.

validity

By placing an order, these terms and conditions are accepted. Additional and/or deviating agreements between the client and the designer must always be in writing.

Place of performance and jurisdiction / German law

The place of performance and jurisdiction for both parties is Munich. The designer's services are usually represented by the designer himself or members of his team. German law applies to the relationship between the client and the designer. This also applies to foreign clients.

arbitration agreement

27.1 All disputes between the parties arising in connection with this contract or its validity shall be finally and bindingly decided in accordance with the Arbitration Rules of the Court of Arbitration for Design (ArbODes) in the version valid at the start of the arbitration proceedings, excluding the ordinary legal process.

27.2 For the arbitration proceedings, the parties agree that Mr Bretz, Attorney at Law, shall be the sole arbitrator or, in his absence, another arbitrator appointed by him.

27.3 If the sole arbitrator does not reach a decision within two weeks from the start of the arbitral

If the proceedings are concluded, the President of the Association of German Industrial Designers (VDID) shall decide on the person of the arbitrator at the request of one of the parties.

27.4 The parties undertake jointly and severally to pay the arbitrator appointed by them the fee and the necessary expenses for the arbitration tribunal in the amount determined in accordance with the ArbODes.

concluding remarks, nullity clause

Should one of the provisions of this presentation be or become invalid, the validity of the remaining provisions shall not be affected. The invalid provision must be replaced by mutual agreement between the two contracting parties with an effective provision that comes as close as possible to the content and economic meaning of the invalid provision. These contractual conditions are based on the recommendations of the VDID Association of German Industrial Designers eV