Terms and Conditions

These General Terms and Conditions (GTC) apply to the contractual relationships between design:lab weimar GmbH, hereinafter referred to as “d:l”, and its clients, hereinafter referred to as the “Client” (AG).

1. Vorbemerkung

1. Preliminary Provisions

1.1 Contracts in the form of partial or complete assignments, as well as any other agreements, are supplemented by the provisions of these General Terms and Conditions. d:l provides all deliveries and services within the scope of the business relationship exclusively based on these General Terms and Conditions, even where this has not been expressly agreed or where the General Terms and Conditions of the contractual partner provide otherwise, regardless of whether such agreements are made orally, in writing or in another text form pursuant to Section 126b of the German Civil Code (BGB). The General Terms and Conditions of the Client (AG) shall not become part of the contract unless d:l has expressly agreed to them.

1.2 With the support of d:l, the Client shall prepare a project description/specification document to define the functional and visual requirements for the project outcome. This document shall form part of the contract and define the project phases, which may include: task definition, research, analysis, concept development, design, design detailing, documentation, creation and preparation of 2D and 3D data for handover to engineers or software developers, support during manufacturing or implementation, and project management.

1.3 Within the requirements contractually specified by the Client, the Client shall allow d:l creative freedom.

2. Cooperation

2.1 The contracting parties shall cooperate in a spirit of partnership and mutual trust. In particular, if either party deviates from the agreed course of action or has doubts about the correctness of the approach being taken, it shall inform the other party without delay.

2.2 If the Client identifies errors in its own requirements or specifications, particularly about their completeness, clarity or feasibility, the Client shall notify d:l without delay and shall also inform d:l of any consequences of which the Client is aware.

2.3 The Client shall appoint a contact person and a deputy who are responsible for the performance of the contractual relationship and have the necessary expertise.

2.4 The Client shall notify d:l without delay of any changes to the persons designated under Section 2.3. Until such notification has been received, the originally designated contact persons and/or their deputies shall remain authorized, within the scope of their existing authority, to make and receive declarations in relation to d:l.

2.5 Where individually agreed, d:l shall document the exchange of information between the contracting parties, specifically between the designated contact persons, and provide the Client with a record thereof. Any discrepancies or differing views shall be reported by the Client within one week of receiving the record and, where applicable, added to it. If the Client does not exercise its right to request amendments, the record shall be deemed correct and confirmed.

3. Client’s Obligations to Cooperate

3.1 The Client is obliged to support d:l in the performance of the contractually agreed services. This includes, in particular, providing all necessary information and data promptly and, where deadlines have been agreed, by the specified deadlines. This includes technical and legal requirements, standards, as well as hardware and software, insofar as these are required for the Client’s cooperation.

3.2 The Client shall provide d:l with detailed instructions regarding the services to be performed.

3.3 Where contractually agreed and/or necessary for the performance of the contract, the Client shall make its own employees with the required expertise available as needed.

3.4 If the Client is required to provide materials to d:l for the performance of the contract, these materials shall be provided without delay in a standardized, directly usable and, wherever possible, digital format. If conversion to another format is required, the Client shall bear the resulting costs.

3.5 The Client shall ensure, at its own expense, that d:l obtains all rights necessary to use the materials provided.

3.6 The Client shall bear the costs associated with its obligations to cooperate.

3.7 Unless separately agreed, d:l is not obliged to verify the documents and information provided by the Client for accuracy or completeness. d:l shall only assume liability for such verification where it is contractually obliged to carry it out.

4. Acceptance

4.1 If the designs and services provided by d:l comply with the requirements set out in the Client’s service description, the Client is obliged to accept them. Irrespective of this, the designs and services provided by d:l shall be deemed accepted as being in accordance with the contract unless the Client, within two weeks of delivery, notifies d:l in writing that they do not comply with the contract and states the reasons for this.

4.2 Upon expiry of this period, the services provided by d:l shall be deemed accepted as being in accordance with the contract and free of defects.

4.3 Payment of the agreed remuneration shall also be deemed acceptance.

5. Involvement of Third Parties

5.1 The Client shall be responsible, as for its own agents, for any third parties who, at the Client’s request or with its consent, perform activities on its behalf within d:l’s area of responsibility. d:l shall not be responsible to the Client if, due to the conduct of any such third party, d:l is unable to fulfill its obligations to the Client, either in whole or in part, or is unable to fulfill them on time.

5.2 d:l is entitled to engage subcontractors and freelancers in the performance of its services.

6. Deadlines

6.1 Deadlines for the performance of services may only be agreed on behalf of d:l by the designated contact person. Deadlines whose non-compliance would result in either contracting party being in default without prior notice pursuant to Section 286 (2) of the German Civil Code (BGB) (“binding deadlines”) must always be agreed in writing and expressly designated as binding.

6.3 d:l shall not be responsible for delays in performance caused by force majeure (e.g. strikes, lockouts, official orders, general telecommunications disruptions, etc.) or by circumstances within the Client’s area of responsibility (e.g. failure to provide the required cooperation promptly or by agreed deadlines, delays caused by third parties attributable to the Client, etc.). In such cases, d:l is entitled to postpone the affected services for the duration of the disruption plus a reasonable period of time to resume operations.

7. Changes to Services

7.1 The service description (quotation) shall specify all services to be provided. If the Client requests additions, other changes to the scope of the assignment, or modifications that result in additional work, the service description shall be amended or updated accordingly in cooperation with the Client.

7.2 Additions, other changes to the scope of the assignment, or change requests by the Client shall extend any binding performance deadlines by a reasonable period, taking into account the time required to review and coordinate the requested changes and, where applicable, the time required to carry out the changes or additional services. This shall also apply to delays caused by the Client’s technical environment that were neither caused by nor attributable to d:l.

7.3 If the contracting parties are unable to reach an agreement, or if the procedure ends for any other reason, the originally agreed scope of services shall remain unchanged. The same shall apply if the Client refuses to consent to a postponement of the services required to continue the review pursuant to paragraph 2.

7.4 The Client shall bear the costs of reviewing additions, other changes to the scope of the assignment, or change requests, based on the rates agreed for such services in the quotation (hourly/daily rates) or, where no such rates have been agreed, based on d:l’s customary rates.

7.5 d:l is entitled to modify or deviate from the services to be provided under the contract, provided that such modification or deviation is reasonable for the Client, taking into account the interests of d:l.

8. Remuneration

8.1 Upon presentation of appropriate evidence, the Client shall bear all expenses, including travel and accommodation costs and other travel expenses, unless a different arrangement has been individually agreed between the parties.

8.2 Remuneration and payment terms shall be specified in the quotation, the individual or framework agreement, or the service description. If no agreement has been made regarding the due date, services shall generally be invoiced monthly based on the time spent or upon completion of a project phase. At the beginning of the project and/or individual project phases, d:l may request advance payments of up to one half of the total order value. All contractually agreed remuneration is stated net and is subject to the applicable statutory VAT.

8.3 If an advance payment is agreed in the quotation, individual or framework agreement, or service description, d:l shall only be obliged to begin providing the services once the payment has been credited to its account. The contracting parties agree that the assignment shall remain suspended until that time.

8.4 d:l may charge the Client the full amount of third-party costs in advance.

8.5 If the parties have not agreed on remuneration for a service provided by d:l which, under the circumstances, the Client could only reasonably expect to be provided in return for payment, the Client shall pay the customary remuneration for that service. In cases of doubt, the rates normally charged by d:l for its services shall apply, supplemented by the Tarifvertrag für Designleistungen (SDSt/AGD/BDG).

8.6 Unless settled immediately or otherwise agreed, invoices are due for payment in full, without deduction, within 14 days of receipt. Payments by bank transfer or cheque shall be deemed to have been made once the funds have been irrevocably credited to d:l’s business account.

8.7 If the Client is in default of payment, d:l is entitled to charge a flat reminder fee of €25 for each reminder, provided that the Client is responsible for the circumstances giving rise to the reminder. d:l is also entitled to charge default interest at a rate of 8% above the base interest rate, unless the Client proves that the loss incurred was lower or d:l proves that it was higher.

8.8 If the Client owes several payments to d:l at the same time and has not specified how a payment is to be allocated, the payment shall first be applied to the debt that is due. If several debts are due, it shall be applied to the oldest debt first.

9. Cost Estimates, Quotations and Legal Review

9.1 Cost estimates and quotations prepared by d:l are valid for four weeks from the date of issue, subject to change, and shall remain non-binding until written confirmation of the assignment by d:l or the conclusion of a contract.

9.2 d:l primarily provides design services and, unless otherwise agreed, does not review the services provided for compliance with technical or legal requirements and conditions, including, for example:

• the project’s compliance with competition law,

• possible infringement of third-party intellectual property rights,

• compliance with consumer protection requirements,

• completeness of mandatory information and labeling requirements, or

• compliance with technical requirements established by laws, legal and administrative regulations, such as the German Product Safety Act (Produktsicherheitsgesetz), DIN standards and other applicable regulations.

10. Rights

10.1 The contracting parties shall agree on the granting of usage rights exclusively in the respective quotation, individual or framework agreement, or service description. If no such agreement has been made, the Client shall receive only a non-exclusive, non-transferable right of use in accordance with the purpose of the contract, as determined by the service description. Any use beyond this scope is prohibited unless expressly agreed in the contract.

10.2 Intellectual creations by d:l, such as designs, preliminary development work, technical drawings and other services provided to the Client, including their electronic data, are protected by copyright. The provisions of copyright law shall also apply by agreement where the creations of d:l do not meet the required threshold of originality under Section 2 of the German Copyright Act (UrhG).

10.3 The granting of the corresponding usage rights to the Client, as specified in the respective quotation, individual or framework agreement, or service description—or, where no specific provision has been agreed, as determined by the purpose of the contract—is subject to full and unconditional payment to d:l.

10.4 Until full and unconditional payment has been made, the Client is permitted to use the services provided, subject to revocation at any time. If the Client is in default of payment for any such services, d:l may revoke the Client’s right to use those services for the duration of the default.

11. Infringement of Intellectual Property Rights

11.1 d:l shall, at its own expense, indemnify the Client against third-party claims arising from infringements of intellectual property rights (patents, licenses and other protected rights) for which d:l is responsible. If the Client fails to inform d:l without delay of any such claims, the Client’s right to indemnification shall lapse.

11.2 In the event of an infringement of intellectual property rights, and without prejudice to any claims for damages by the Client, d:l may, at its own discretion and expense and following prior consultation with the Client, modify the affected service in a way that takes the Client’s interests into account and eliminates the infringement. Alternatively, d:l shall obtain the necessary rights of use for the Client.

11.3 The Client warrants to d:l that, concerning all materials provided (documents and data of any kind), the Client is either the author or has obtained from the respective author or rights holder the unrestricted rights and authorization necessary to provide, process, distribute and reproduce such materials, particularly in machine-readable or digital form and through wired or wireless transmission via public and private data networks, including beyond the duration of the contractual relationship. If the use of the materials provided results in an infringement of intellectual property rights, the Client shall fully indemnify d:l against any third-party claims, including claims that are merely alleged.

12. Liability

12.1 d:l shall be liable for intent and gross negligence, as well as for damages resulting from the slightly negligent breach of essential contractual obligations (cardinal obligations). d:l shall also be liable in the event of injury to the Client’s life, body or health.

12.2 In cases of ordinary negligence, liability shall be limited in amount to the foreseeable damages that can typically be expected to occur.

12.3 The delivery and return of all materials provided shall be at the Client’s risk and expense. d:l shall not be liable for the loss of data and/or programs where such loss results from the Client’s failure to make backup copies and thereby ensure that lost data can be restored with reasonable effort.

12.4 The above provisions shall also apply for the benefit of d:l’s agents and persons engaged in the performance of its obligations.

12.5 d:l shall not be liable for the Client’s failure to review the applicable legal and technical requirements imposed by law, unless d:l has expressly agreed in writing to carry out such a review.

13. Confidentiality and Press Releases

13.1 Documents provided to the other contracting party, as well as any knowledge and experience shared with that party, may be used exclusively for the contract and may not be made accessible to third parties, unless they are intended to be made available to third parties or are already known to them. Persons engaged in the performance of the contract, such as freelancers, subcontractors and similar service providers, shall not be considered third parties for this provision.

13.2 The contracting parties agree to maintain confidentiality regarding the content of the contract and any information or knowledge obtained in connection with its performance, including after the contractual relationship has ended.

13.4 At the request of either contracting party, any documents provided by that party shall be returned to it upon termination of the contractual relationship, unless the other party can demonstrate a legitimate interest in retaining them.

13.5 Press releases, statements or other communications in which one party refers to the other shall only be permitted with prior written agreement between the parties.

14. Communication

14.1 If the contracting parties communicate by electronic mail (email), they agree that any declarations of intent transmitted by this means, including invoices, shall have full legal effect, subject to the provisions of Sections 14.2 and 14.3 below.

14.2 Emails must contain the customary information, which may not be omitted through anonymization. Such information includes the name and email address of the sender, the time of sending (date and time), and the sender’s name at the end of the message. Unless proven otherwise, an email received in accordance with this provision shall be deemed to originate from the other contracting party.

14.3 Where data is transmitted over the Internet without encryption, the contracting parties acknowledge that confidentiality cannot be guaranteed. d:l shall only be obliged to provide a higher level of data security where this has been contractually agreed and is subject to separate remuneration.

15. Mediation

15.1 In the event of any disagreement arising from or in connection with the contractual relationship, the parties shall first attempt to solve through detailed discussion between their designated contact persons.

15.2 Any disagreements that cannot be resolved in this way should be settled through mediation. If either party declines to participate in mediation, that party may pursue the matter through the ordinary courts. The party declining mediation must first provide written notice to the other party.

15.3 For the purpose of conducting mediation, the parties shall refer the matter to the mediation body of the Erfurt Chamber of Industry and Commerce (IHK Erfurt), to resolve any disagreement in accordance with its mediation rules, either wholly or partially, provisionally or finally.

16. Miscellaneous

16.1 Mutual claims may not be assigned. Any assignment requires the prior written consent of the other party. Such consent may not be unreasonably withheld. Section 354a of the German Commercial Code (HGB) shall remain unaffected.

16.2 A right of retention may only be exercised based on counterclaims arising from the respective contractual relationship.

16.3 The contracting parties may only set off claims that have been finally established by a court or are undisputed.

16.4 d:l may name the Client as a reference client on its website or in other media and may present and describe examples of results and excerpts from projects. d:l may also publicly present the services provided for demonstration purposes or refer to them, unless the Client can demonstrate a legitimate interest to the contrary.

17. Final Provisions

17.1 Amendments and additions to contractual agreements, as well as notices of termination, shall be made in writing for evidentiary purposes. Notices required to be made in writing may also be sent by email.

17.2 Should any individual provision of the agreements between the parties be or become wholly or partially invalid, the validity of the remaining provisions shall not be affected. In such a case, the parties shall replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. The same shall apply to any gaps in the agreements.

17.4 The laws of the Federal Republic of Germany shall apply, excluding German private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

17.5 If the Client qualifies as a merchant, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract shall be the registered office of d:l.