General Terms and Conditions 2018

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

These terms and conditions are based on the provisions of the 'Copyright and Related Property Rights Act (UrhG)'

All orders to plato.designgroup are based on these binding terms and conditions. The application of the order and/or terms and conditions of the customer requires the express written confirmation of plato.designgroup.

Preamble

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

Beginning 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 the order in writing and/or its written confirmation by the contractor. The duration of the order is agreed separately in writing. The design contract can only be terminated prematurely by either party for an important reason without observing a period of notice. Significant breach of contract despite a warning is considered an important reason.

If the client terminates the contract prematurely for an important reason, without plato.designgroup being responsible for this reason, the contractor is entitled to the contractually agreed remuneration without deduction for any services and expenses saved. If the client terminates the contract for an important reason and if the designer is responsible for this reason, he is only entitled to the agreed remuneration for the portion of the service rendered up to that point.

Definition

For the purposes of the Design Contract means:

3.1 "Proportional model" the model that has only the task of essentially revealing the external shape, but in any case proportions;

3.2 “design model” the template that fully or partially shows the technical function, regardless of the external form

3.3 "Functional model" the model that fully or only partially shows the technical function, regardless of the external form;

3.4 "Ergonomics model" as the model that serves to develop optimal usability;

3.5 "Prototype" the model created according to the production drawings, which largely corresponds to the subsequent series model in terms of material and dimensions.

achievements of the designer

Depending on the type and complexity of a commissioned project, the services of plato.designgroup consist of project analysis, project conception, project planning, design sketches, design studies, drafts, color concepts, design models, view 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 fulfill the order and, if necessary, provide samples, parts, documents,

Drawings and other media relevant to the order are available free of charge to the plato.designgroup office at his own risk and - unless otherwise agreed - without any duty of care, storage or return. If this is not possible, objects, information, information and documents will be procured by plato.designgroup after consultation. The client bears the costs for this. The designer is only obliged to check the correctness and completeness of the documents and information provided, which goes beyond general conclusiveness, on the basis of an express written agreement.

Mutual information

The contractual partners undertake to provide each other with comprehensive information on all questions relating to the subject matter of the contract, the projects to be processed and the project environment. This applies in particular to findings and experiences that could influence the progress of project work.

Non-Competition / Exclusivity

plato.designgroup undertakes to inform the customer about possible competition conflicts and, upon request, to exclude him 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 duration of the order can be agreed for a corresponding fee. The client undertakes to inform plato.designgroup if he commissions third parties with the same or similar task during the contract period.

Confidentiality / Mutual Secrecy / Data Protection

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

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

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

The subject of the contract and the scope of the contract result from the project offer from plato.designgroup and the order confirmation from the client in connection with these general terms and conditions of the designer. The contract area is the Federal Republic of Germany and the areas of the other member states of the European Union. Contract areas that go beyond this are to be contractually defined in individual cases.

Changes to the scope of the contract

If changes or extensions to the scope of the contract result from new findings during project processing or new points of view on the part of the customer, an agreement must be reached. If this agreement does not come about, both sides can terminate the contract prematurely for an important reason according to § 04.3.

project order

The project order contains a task to be specified by the customer, which describes the main objectives and content of the project. The participation of plato.designgroup in the formulation of this project task is useful. The scope of services of plato.designgroup within a project is described by a project offer. The contract between the client and the designer comes into effect when the client places an order in writing and plato.designgroup confirms the order in writing. If changes or extensions to the scope of the order result from 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 effort incurred by plato.designgroup will be charged.

Project duration and early termination of the project

The start of the project, the duration and the expected completion date of a project are determined by agreement between the client and the designer and are included as part of the order in the project offer and its order confirmation. The client is entitled to terminate an order at any time. In this case, the services provided by the designer up to this point in time and the incurred and proven material costs will be invoiced. A work phase that has already begun when the client cancels the project will also be considered completed if the client waives the transmission and possible use of the work results of this phase. The full or partial utilization of ideas, drafts and results developed by the designer up to a premature termination 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 as far as 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 distribute the object of the order designed by plato.designgroup is transferred to the customer upon fulfillment of the contract. The scope of the transfer must be agreed separately in writing in any case. The customer does not acquire any rights to variants of the design, unfinished sketches, models and drawings. 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 the development of 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 for a reasonable fee.

Use by third parties / transfer of rights to third parties

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

Property right claim and registration

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

Remuneration / fee forms

The services provided by 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 and any agreements on the transfer and payment of rights of use that deviate from Sections 16, 17, 18 and 19 are included in the offer. By placing the order on the part of the client, the scope of services, type and amount of the fee as well as the user agreements are accepted as legally binding.

terms of payment

The type and amount of compensation claims agreed by plato.designgroup are due at the times agreed separately within this contract. All fees and costs charged by the designer are to be paid by the customer within the payment period without deduction. The agreed fees and costs are net plus statutory VAT.

Right of retention / offsetting / retention of title

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

Offsetting against the fee claim is only permissible with an undisputed or legally established claim by the client. Of the

Designer reserves the exclusive ownership rights to all drafts, drawings, models until the contractual remuneration. On

Drafts and verbal, two- or three-dimensional design representations and design descriptions are only given to the client

Rights of use granted, but no ownership rights transferred. The originals must therefore be returned to the designer after a reasonable period of time, unless another agreement has been expressly made.

Decision in 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 customer by the designer shall be deemed to have been approved if the customer does not provide the designer with clear statements, demands or information to the contrary within 10 days of submission. In case of doubt, persons who take part in meetings on behalf of the contractual partners are authorized to make agreements on project-related matters within the framework of the contract.

Liability and complaints

plato.designgroup is not liable for the novelty, the feasibility and the economic usability of its designs and also assumes no guarantee that the production and distribution do not conflict with the rights of third parties. Liability on the part 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 willful intent on the items provided by the client, unless otherwise agreed in deviation from § _6.1 of these contractual conditions. the

Compensation is limited to replacement costs. Any further liability of plato.designgroup is excluded. Notices of defects are only permissible insofar as they relate to deviations in the drafts, drawings and models submitted by the designer from what was agreed with the client. In this respect, the customer's warranty claims are limited to claims for subsequent improvement.

Designer naming / labeling / notices

By agreement, the client can name plato.designgroup as the designer on the products designed by the designer and on advertising material for them, or in publications about them. The form of the marking is to be agreed. The designer can claim that the products made according to his design, advertising material for them and publications about them are provided with a designation referring to the designer as a designer at the designer's option, if this is technically possible, the overall impression of the product is not impaired and legitimate interests of the client are not violated.

vouchers and free copies

plato.designgroup is free from each client produced according to his design 1-3 specimen copies from the first series free of charge to the designer's office for archiving, exhibition and reference purposes. In the case of products with a manufacturing value (HK) of more than EUR 1,000 or large dimensions, parts of the product and color slides of professional quality made at the expense of the customer are sufficient. The designer will also receive 10 specimen copies of advertising material, printed matter, etc., which are made for products manufactured according to the designer's drafts.

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 place of jurisdiction / German law

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

Arbitration Agreement

27.1 All disputes between the parties that arise in connection with this contract or its validity will be finally and bindingly decided according to the Arbitration Rules of the Arbitration Court for Design (ArbODes) in the current version at the beginning of the arbitration proceedings, excluding the ordinary legal process .

27.2 For the arbitral proceedings, the parties agree on Mr. Bretz as sole arbitrator, in his absence another arbitrator named by him.

27.3 If the sole arbitrator does not come within two weeks of the commencement of the arbitration

procedure, the President of the Association of German Industrial Designers (VDID) decides on the person of the arbitrator at the request of one of the parties.

27.4 The parties agree to be jointly and severally liable to the arbitrator appointed by them to pay the fee and necessary expenses of the arbitral tribunal in the amount set out in ArbODes.

Final remarks, nullity clause

Should one of the provisions of this lecture be or become void, the validity of the remaining provisions shall not be affected. The invalid provision is to be replaced by an effective provision by mutual agreement between the two contracting parties in such a way that it 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 Verband Deutscher Industrie - Designer eV