In case of doubt, the German version of these Terms and Conditions shall prevail.
All personal terms apply equally to all genders.

1. Scope of application
These terms and conditions shall apply exclusively to entrepreneurs, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB). We shall only recognise terms and conditions of our clients that conflict with or deviate from these terms and conditions if we have expressly agreed to them in writing (an e-mail will suffice).

2. Scope of Services
2.1 The Client commissions zweigrad with the design development and consulting for the project designated in the respective offer.
2.2 The contractual partners agree that the development services of zweigrad are of a creative nature and do not include engineering work; in particular not:
· Calculation and design of components or constructions,
· predictions about properties and stresses as well as failure of materials, components and constructions of any kind,
· designs in terms of production technology. Such tasks are the sole responsibility of of the client,
· software implementation
2.3 The Client is obliged to provide zweigrad in good time with the information and documents necessary for the execution of the order. He shall be liable for ensuring that he is entitled to use the templates made available to zweigrad and shall indemnify zweigrad in this respect against claims for compensation by third parties.
2.4 Within the scope of the order there is freedom of design. Complaints regarding the artistic design are excluded.
2.5 The commissioning of partial services shall take place exclusively on the basis of a separate agreement, irrespective of whether these partial services are listed and invoiced individually in the offer.

3. Deadlines/Dates/Delay
3.1 Unless expressly agreed otherwise, quotations from zweigrad shall be valid for a period of two months from the quotation status stated in the quotation or, if this is not stated, from receipt by the customer.
3.2 Contracts with zweigrad shall come into existence when zweigrad has accepted/confirmed in writing (see clause 16 below) orders received or has performed the services ordered by the Client.
3.3 Agreed deadlines shall commence on the date of the written declaration of acceptance or the confirmation by zweigrad, however, not before settlement of all payments due at that time
3.4 The deadlines pursuant to clause 3.3 shall be newly agreed in the event of amendments or additions to contracts.

4. Presentation/Acceptance
4.1 The provisions of Section 377 of the German Commercial Code (HGB) shall apply mutatis mutandis to the inspection of the contractual items delivered, insofar as the client is a merchant pursuant to Section 1 (1) of the German Commercial Code (HGB).
4.2 The client shall also examine all final drawings, dimensional drawings, models, data and the like with regard to the dimensions, factual correctness and feasibility in production before these documents go into production. zweigrad shall not be liable for contractual items released by the Client.
4.3 If zweigrad’s services are not rejected by the Client within 10 working days of receipt, they shall be deemed to have been accepted.
4.4 If the Client justifiably rejects the acceptance as not being in accordance with the contract, zweigrad shall carry out the necessary subsequent improvements without delay, taking into account the specifications given by the Client.

5. Rights of  Use and other rights, Ownership of illustrative objects
5.1 All drafts, developments, elaborations, drawings and other works are subject to German provisions on intellectual and industrial property rights. These provisions (i.e. German Copyright Act (Urhebergesetz) and/or German Design Act (Designgesetz) and /or other intellectual property laws shall apply between the parties even if the necessary requirements for protection are not met in individual cases. Thus, zweigrad is entitled in particular to the copyright claims under Section 97 et seq. German Copyright Act and/or Section 42 et seq. German Design Act.
zweigrad shall be the owner of the full rights of use, design and other ancillary copyrights to the subject matter of the performance as well as to the drafts delivered.
5.2 Suggestions and instructions of the Client shall not constitute a joint copyright/intellectual property right (or any other equal right) and shall have no influence on the remuneration.
5.3 zweigrad grants the Client an exclusive, spatially and temporally unlimited right to use the selected design only in return for the remuneration agreed in the respective offer or in a framework agreement with the Client. This right of use relates exclusively to the project designated in the respective offer and exclusively to the use for the Client’s own purposes. The rights of use do not extend to the design alternatives. Any other use shall only be permissible with the express consent of zweigrad. zweigrad shall be entitled to demand additional remuneration for any further use.
5.4 The Client may not modify the design(s) without the express consent of zweigrad.
5.5 The rights of use shall not pass to the Client until the agreed total remuneration has been paid in full.
5.6 Rights of use to concept or design alternatives or to other work results shall not be transferred. Should the Client wish to use another design or to use the selected design for another project, an additional usage agreement must be concluded.
5.7 Should the Client terminate the cooperation prematurely and still intend to use designs by zweigrad, he shall consult with zweigrad in good time in order to conclude an independent agreement on use with an independent remuneration arrangement.
5.8 Unless expressly agreed otherwise, all visual objects (drafts, final drawings, models, prototypes, etc.) shall remain the property of zweigrad.
5.9 In the event of damage to or loss of visual objects for which the Client is responsible, the Client shall reimburse zweigrad for the costs necessary for their restoration. The assertion of further damages remains unaffected.

6. Remuneration/Terms of payment
6.1 The amount of the remuneration claim is set out in the respective offer or order confirmation and any agreed changes in remuneration during the term of the contract and is net plus value added tax at the respective statutory rate.
6.2 Ancillary services such as material, transport and travel costs (travel costs, hotel costs, expenses) shall be charged additionally according to expenditure. Travel and meeting times shall be invoiced according to agreed hourly rates.
6.3 If changes arise in the course of project execution which are not caused by defects for which zweigrad is responsible, these shall be invoiced separately. The same shall apply to further drafts or other additional services.
6.4 Invoices shall be issued after delivery or acceptance of the individual phases, unless otherwise agreed in the quotation.
Unless otherwise agreed in the quotation, in the case of work which is performed and accepted as part of self-contained partial services in accordance with the contract, the respective partial remuneration may be invoiced accordingly.
6.5 Irrespective of this, zweigrad shall be entitled to demand payments on account and down payments in accordance with the amount of work and materials provided.
6.6 The remuneration shall be due within fourteen days of the date of the invoice. Expenses and costs are due when the invoice is issued.
Due invoices are payable without deduction within the set period. We refer to the statutory provisions on default, in particular Section 288 (German Civil Code) BGB.
6.7 If the execution of the order is delayed by more than 2 months for reasons for which the Client is responsible, zweigrad may demand an appropriate increase in the remuneration. In the event of intent or gross negligence zweigrad reserves the right to assert claims for damages.
6.8 If the Client does not make use of a service or if a work phase or the entire project is discontinued without zweigrad being at fault in this respect, the Client shall owe the remuneration agreed for this service or work phase or the entire project irrespective of the performance of the service. zweigrad shall, however, take into account any expenses saved and/or remuneration acquired through other use of the manpower or remuneration not acquired in bad faith.
6.9 If the Client terminates the order before zweigrad has (fully) rendered the performance owed, the remuneration to be paid shall be governed by Sections 648, 648 a of the German Civil Code (BGB) or, if zweigrad’s performance constitutes a service, by Section 628 of the German Civil Code (BGB).

7. Third-Party Services
7.1 zweigrad shall be entitled to use the services of third parties for the performance of the order.
7.2 If the use of third-party services is necessary, zweigrad shall, after consultation with the Client, order such services in the Client’s name and for the Client’s account. The Client shall be obliged to grant zweigrad written power of attorney for this purpose.

 

8. Surrender of Data, Bearing of costs, Liability, Obligation
8.1 Unless expressly agreed otherwise in writing, zweigrad shall not be obliged to surrender data carriers, files and data.
8.2 If zweigrad has provided the Client with data carriers, files or data, these may only be changed with zweigrad’s consent. If joint processing is to take place via a so-called cooperation tool or similar, the specifications of the processing shall be determined separately, taking into account the above requirement for consent.
8.3 The Client shall bear the risk and costs of transporting data carriers, files or data (online and offline).
8.4 zweigrad shall not be liable for defects in data carriers, files or data except in cases of intent and gross negligence. zweigrad shall not be liable for defects in data carriers, files or data which occur during the import of data onto the Client’s system, unless this is due to intent or gross negligence on the part of zweigrad. It is the Client’s responsibility to check data carriers, files or data with a suitable virus scan program before importing.

9. Specimen copies/Mentioning of Names
9.1 zweigrad shall be entitled to be provided with illustrations of the items produced according to its designs and to be provided with a specimen copy free of charge, provided that the cost price at the Client’s premises does not exceed € 1000. In the event of higher cost prices zweigrad shall pay the amount exceeding this to the Client, provided that zweigrad insists on a specimen copy in this case.
9.2 zweigrad shall be entitled to ten copies of the advertising material produced for products designed by zweigrad, provided that the cost price at the Client’s premises does not exceed € 100. zweigrad shall be entitled to reproduce these advertising materials or copies thereof for its own advertising purposes and to distribute them, naming the Client.
9.3 zweigrad shall also be entitled to refer to its collaboration on the product in publications, also by naming the Client, and to use illustrations of the product. The prerequisite for this is that the respective product has already been published by the Client itself or otherwise the Client has given zweigrad permission to publish it.
9.4 zweigrad shall also be entitled to demand to be named as designer in publications and documentation about the product. The exact designation shall be agreed with zweigrad.
9.5 On products manufactured according to designs by zweigrad – as far as this is technically possible – a designation referring to zweigrad according to zweigrad’s specifications shall be affixed.
9.6 Product illustrations, visualisations, animations and films created by zweigrad may only be published with a visible note (e.g., “Designed by zweigrad” or “Visualisation by zweigrad”) to be expressly agreed with zweigrad.

10. Warranty
10.1 zweigrad warrants to the best of its knowledge and belief that the design produced by it in accordance with the order does not infringe any third-party rights.
10.2 However, zweigrad shall not be obliged to carry out searches, in particular for nationally or internationally registered industrial property rights of third parties.
10.3 zweigrad shall not be liable for the product’s registrability or other protectability under patent, utility model protection or design law or for its admissibility under competition or trademark law.
10.4 zweigrad’s warranty shall not apply if the services rendered or the work/designs provided have been altered or improperly handled.
10.5 The Client shall indemnify zweigrad against claims of third parties if and to the extent that zweigrad has acted at the express request of the Client.
10.6 The warranty period shall be a maximum of one year from acceptance.

11. Liability
11.1 zweigrad shall only be liable for damages if
(a) liability is mandatory under the applicable law, such as under the German Product Liability Act (ProdHaftG) or in cases of injury to life, body or health,
(b) zweigrad has assumed a guarantee,
(c) zweigrad culpably breaches a material contractual obligation or, if
(d) the damage is due to gross negligence or wilful misconduct on the part of zweigrad.
11.2 In all other cases zweigrad’s liability for damages shall be excluded irrespective of the legal basis.
11.3 In any case, liability shall be limited to the damage typical for the contract, the occurrence of which zweigrad could reasonably foresee or could have foreseen at the time of the conclusion of the contract on the basis of the circumstances and facts available to it. This limitation of liability shall not apply in the cases of 11.1, subparagraph a) and b) of this clause (Liability) as well as in the cases of intentional damage.
11.4 The exclusion and limitation of liability under the preceding paragraphs shall also apply to the personal liability of zweigrad’s employees or other vicarious agents.

12. Confidentiality
12.1 Notwithstanding the provision contained in clause 8 of these terms and conditions, the parties mutually undertake to maintain confidentiality with regard to mutual business and trade secrets acquired within the scope of the contractual cooperation as well as documents received.
12.2 This obligation shall remain in force even after termination of the contract and shall also be imposed on third parties in the event of permissible disclosure of documents and information to third parties. Even after termination of the contract, secrets may neither be used for themselves nor disclosed to third parties.
12.3 If one party has provided the other party with documents (analogue, digital or in any other way), these shall be returned to the other party upon request upon termination of the planned cooperation, unless the documents are to remain with the other party within the scope of the performance of the contract. Copies and other reproductions shall be destroyed/deleted accordingly. Proof of destruction/deletion shall be provided upon request.
12.4 For each violation of the aforementioned obligations, the parties agree on an appropriate contractual penalty to be determined by the party whose rights have been violated and, in the event of a dispute, to be reviewed by the competent court as to its appropriateness. The right to assert a claim for damages in excess thereof is expressly reserved.

13. Data Protection
The parties shall inform each other by means of separate data protection information about the respective processing relevant under data protection law.

14. Assignment/Offsetting/Retention
14.1 The Client shall not be entitled to assign any rights under this contract to third parties without the written consent of zweigrad. This shall not apply to monetary claims.
14.2 The Client shall only be entitled to set-off if his counterclaims have been legally established or are undisputed. This restriction does not apply to counterclaims arising from the same contractual relationship.
14.3 The customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same contractual relationship.

15. Transfer of Risk/Custody
15.1 The sending/delivery or return of contractual items and templates in accordance with the order shall be at the risk and for the account of the Customer.
15.2 If zweigrad takes custody of objects on behalf of the Client in accordance with the order, they shall be stored at the Client’s expense and risk. Unless otherwise agreed, the Client shall be obliged to pay zweigrad the usual remuneration of a commercial warehouse keeper for the storage.

16. Written Form
If  the written form is requested transmission by fax or e-mail shall be deemed equivalent to -the written form.

17. Applicable law/Place of performance/Place of Jurisdiction
17.1 This contract and the entire legal relationship between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
17.2 The place of performance for the deliveries and services of zweigrad vis-à-vis merchants, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB) shall be the place of business of zweigrad.
17.3 The exclusive place of jurisdiction for all disputes arising from this contract with merchants, legal entities under public law or special funds under public law within the meaning of Section 310 (1) of the German Civil Code (BGB) shall be Hamburg. zweigrad shall, however, also be entitled to sue the Client at the court of his place of residence.

 

 

Status: June 2022