General Terms and Conditions
1. Validity
The following Terms and Conditions shall apply to all contracts concluded between customer and Lengyel Design. They shall apply also to all future business relationships between the parties even if this is not expressly agreed again. Deviations from these agreements shall only be valid if we confirm them in writing.
2. Offer
Our offers are subject to change. Oral agreements and agreements by telephone must be confirmed in writing in order to be valid. The scope of delivery shall be determined pursuant to our written order confirmation. The written form requirement shall be complied with by communications via e-mail and telefax.
3. Mutual information, provision of required documents
3.1 The parties undertake to provide comprehensive mutual information regarding all questions relating to the subject-matter of the contract, the project to be worked on and the project environment. The customer provides Lengyel Design with any and all information on business policy and procedural aims and priorities required for completing the order during the entire development stage.
3.2 Furthermore, the customer undertakes to provide Lengyel Design with required samples, parts, sketches, models, documents, pictures, files, drawings, etc. free of charge unless otherwise agreed within the framework of the order.
4. Secrecy
The parties undertake to keep in confidence business and trade secrets of the respective business partner if they are marked or obviously can be recognised as being such business and trade secrets. This shall apply even after termination of the cooperation.
5. Delivery dates
5.1 Delivery dates stated in the offers of Lengyel Design or otherwise agreed upon with the customer shall be binding. Compliance with the delivery dates requires timely receipt of any and all information and documents to be supplied by the customer as well as compliance with the agreed terms of payment and other obligations. If the required preconditions are not met by the customer in good time, any and all delivery dates of the service shall be extended by the duration of the delay occurred.
5.2 If Lengyel Design culpably is in default of performance, Lengyel Design is to be set a reasonable period of time for subsequent delivery. After expiry of that period, the customer shall be entitled to rescind the contract. Lengyel Design undertakes to inform the customer immediately about any delay of performance of the service.
6. Remuneration
6.1 Remuneration for all services provided under this agreement shall result from the offer in connection with the written confirmation. The agreed prices shall be exclusive of statutory VAT to the amount applicable upon invoicing, exclusive of cash discounts and other rebates. Ancillary services (such as for example travel, material, transport costs) shall be charged additionally.
6.2 The prices stated in the offer of Lengyel Design shall apply subject to the reservation that the order data which are taken as basis of the submission of the offer remain unchanged, however not longer than 4 months after receipt of the offer by the customer.
6.3 Special work, excess deliveries or change requests of the customer which are not contained in the original order or arise from a situation previously unknown shall be charged separately. This shall also apply in case of lump sum agreements.
“Special work” also includes unforeseeable overtime, night or weekend working caused by the customer.
6.4 In case of meetings taking place after placing the order upon request of the customer, travel, subsistence and accommodation costs to reasonable amounts can be charged in addition to the mere expenditure of time.
6.5 In case of orders with delivery to third parties, the orderer shall be deemed as customer unless otherwise expressly agreed.
6.6 Third-party costs caused by the customer and not contained in the original offer shall be charged further with an administrative surcharge of 20 %.
The following Terms and Conditions shall apply to all contracts concluded between customer and Lengyel Design. They shall apply also to all future business relationships between the parties even if this is not expressly agreed again. Deviations from these agreements shall only be valid if we confirm them in writing.
2. Offer
Our offers are subject to change. Oral agreements and agreements by telephone must be confirmed in writing in order to be valid. The scope of delivery shall be determined pursuant to our written order confirmation. The written form requirement shall be complied with by communications via e-mail and telefax.
3. Mutual information, provision of required documents
3.1 The parties undertake to provide comprehensive mutual information regarding all questions relating to the subject-matter of the contract, the project to be worked on and the project environment. The customer provides Lengyel Design with any and all information on business policy and procedural aims and priorities required for completing the order during the entire development stage.
3.2 Furthermore, the customer undertakes to provide Lengyel Design with required samples, parts, sketches, models, documents, pictures, files, drawings, etc. free of charge unless otherwise agreed within the framework of the order.
4. Secrecy
The parties undertake to keep in confidence business and trade secrets of the respective business partner if they are marked or obviously can be recognised as being such business and trade secrets. This shall apply even after termination of the cooperation.
5. Delivery dates
5.1 Delivery dates stated in the offers of Lengyel Design or otherwise agreed upon with the customer shall be binding. Compliance with the delivery dates requires timely receipt of any and all information and documents to be supplied by the customer as well as compliance with the agreed terms of payment and other obligations. If the required preconditions are not met by the customer in good time, any and all delivery dates of the service shall be extended by the duration of the delay occurred.
5.2 If Lengyel Design culpably is in default of performance, Lengyel Design is to be set a reasonable period of time for subsequent delivery. After expiry of that period, the customer shall be entitled to rescind the contract. Lengyel Design undertakes to inform the customer immediately about any delay of performance of the service.
6. Remuneration
6.1 Remuneration for all services provided under this agreement shall result from the offer in connection with the written confirmation. The agreed prices shall be exclusive of statutory VAT to the amount applicable upon invoicing, exclusive of cash discounts and other rebates. Ancillary services (such as for example travel, material, transport costs) shall be charged additionally.
6.2 The prices stated in the offer of Lengyel Design shall apply subject to the reservation that the order data which are taken as basis of the submission of the offer remain unchanged, however not longer than 4 months after receipt of the offer by the customer.
6.3 Special work, excess deliveries or change requests of the customer which are not contained in the original order or arise from a situation previously unknown shall be charged separately. This shall also apply in case of lump sum agreements.
“Special work” also includes unforeseeable overtime, night or weekend working caused by the customer.
6.4 In case of meetings taking place after placing the order upon request of the customer, travel, subsistence and accommodation costs to reasonable amounts can be charged in addition to the mere expenditure of time.
6.5 In case of orders with delivery to third parties, the orderer shall be deemed as customer unless otherwise expressly agreed.
6.6 Third-party costs caused by the customer and not contained in the original offer shall be charged further with an administrative surcharge of 20 %.
7. Terms of payment
7.1 If no deviating agreements regarding the maturity of the remuneration have been made, 50 % of the remuneration shall be due for payment upon start and 50 % shall be due upon completion of the individual work phase. The payment of the invoice amount has to take place 14 days after invoicing in EUR (€) without deduction.
7.2 In case of extraordinary or especially comprehensive advance performance, a reasonable advance payment may be requested in addition.
7.3 If it becomes recognisable after completion of a contract that the claim for payment is endangered by insufficient capability to pay of the customer, Lengyel Design shall be entitled to refuse performance and to set the customer a period of time for matching payment with delivery and against provision of a security. In case of futile expiry of this period of time, Lengyel Design shall be entitled to rescind from the contract and to claim damages. The setting of the period of time shall be dispensable if the customer seriously and finally refuses any payment or if special circumstances are given which justify the rescission taking into account the mutual interests.
7.4 The offsetting with counterclaims or the assertion of rights of retention shall only be admissible to the extent that the claims of the customer have been legally bindingly ascertained and are uncontested.
7.5 If the customer is in default of payment, it has to pay the incidental default interests by law without further remainder.
8. Contract changes; amendments
Changes of the contractually agreed order volume have to be carried out by Lengyel Design only if Lengyel Design is capable of doing so professionally and has appropriate personnel resources. Lengyel Design will present to the customer a written estimate of costs regarding the service to be changed upon request. The performance of a changed service requires the written consent of the customer.
9. Defects, acceptance
9.1 Complaints regarding obvious defects of deliveries and services have to be made immediately in writing, however at the latest within 5 working days after arrival of the delivery at the place of destination.
9.2 In case of deliveries and services relating to exhibits or similar commissioned work, notifications of defects have to be made immediately, however at the latest within 24 hours after takeover of the trade fair, exhibition booth or similar commissioned work.
9.3 The possible assembly will be carried out by the customer, with the customer having to provide personnel as well as assembly material and other resources required for the assembly at its own expense.
9.4 Lengyel Design shall be entitled to the right of subsequent improvement and replacement delivery at its option. Lengyel Design also shall be entitled to carry out repeated subsequent improvement unless a subsequent improvement is not acceptable for the customer. If the customer prevents the subsequent improvement work carried out by Lengyel Design intentionally or negligently, Lengyel Design will be released from its liability.
9.5 Deviations from the specification in the offer in design, dimension and colour of the service or goods supplied shall remain reserved to the extent that they are to be considered as being marginal. Different views in terms of taste shall not entitle to an acceptance rejection.
9.6 Lengyel Design shall notify the customer of the acceptance date at least 10 working days prior to completion. The customer shall have the duty to appoint a responsible representative who at the same time can keep the acceptance date appointment and certify the work performed. In case of self-contained functional components, Lengyel Design may request a partial acceptance.
9.7 Lengyel Design shall not be liable for any normal signs of wear. The customer shall be liable for accidents, damage to property, etc. caused due to improper use of the work.
9.8 The acceptance shall be deemed as taken place in any case when the customer starts to use the goods.
9.9 An acceptance rejection shall be possible only within the statutory prerequisites.
10. Liability
10.1 Contractual and statutory claims for damages of the customer against Lengyel Design shall be excluded unless they are based on an intentional or grossly negligent violation of duty of Lengyel Design, its legal representatives or assistants. In case of slight negligence, Lengyel Design shall only be liable in case of violation of a cardinal duty for foreseeable damage typical for the contract up to an amount of twice the order amount. Claims for damages due to injury to life, body or health as well as claims where the prerequisites of § 639 BGB [German Civil Code] are met shall not be covered by this exclusion. The statutory liability due to the product liability law shall remain unaffected by this exclusion.
10.2 Lengyel Design shall not assume any liability for the completeness and correctness of the dimensions and other details provided by the customer. Lengyel Design also shall not assume any liability for damage caused by third parties using the dimensions and other details determined by Lengyel Design.
10.3 The liability for the commercial exploitability of the work supplied including the possibility to grant industrial property rights shall be excluded.
10.4 Lengyel Design assures that the work supplied does not infringe any proprietary rights of third parties according to its state of knowledge. Any further liability shall be excluded.
7.1 If no deviating agreements regarding the maturity of the remuneration have been made, 50 % of the remuneration shall be due for payment upon start and 50 % shall be due upon completion of the individual work phase. The payment of the invoice amount has to take place 14 days after invoicing in EUR (€) without deduction.
7.2 In case of extraordinary or especially comprehensive advance performance, a reasonable advance payment may be requested in addition.
7.3 If it becomes recognisable after completion of a contract that the claim for payment is endangered by insufficient capability to pay of the customer, Lengyel Design shall be entitled to refuse performance and to set the customer a period of time for matching payment with delivery and against provision of a security. In case of futile expiry of this period of time, Lengyel Design shall be entitled to rescind from the contract and to claim damages. The setting of the period of time shall be dispensable if the customer seriously and finally refuses any payment or if special circumstances are given which justify the rescission taking into account the mutual interests.
7.4 The offsetting with counterclaims or the assertion of rights of retention shall only be admissible to the extent that the claims of the customer have been legally bindingly ascertained and are uncontested.
7.5 If the customer is in default of payment, it has to pay the incidental default interests by law without further remainder.
8. Contract changes; amendments
Changes of the contractually agreed order volume have to be carried out by Lengyel Design only if Lengyel Design is capable of doing so professionally and has appropriate personnel resources. Lengyel Design will present to the customer a written estimate of costs regarding the service to be changed upon request. The performance of a changed service requires the written consent of the customer.
9. Defects, acceptance
9.1 Complaints regarding obvious defects of deliveries and services have to be made immediately in writing, however at the latest within 5 working days after arrival of the delivery at the place of destination.
9.2 In case of deliveries and services relating to exhibits or similar commissioned work, notifications of defects have to be made immediately, however at the latest within 24 hours after takeover of the trade fair, exhibition booth or similar commissioned work.
9.3 The possible assembly will be carried out by the customer, with the customer having to provide personnel as well as assembly material and other resources required for the assembly at its own expense.
9.4 Lengyel Design shall be entitled to the right of subsequent improvement and replacement delivery at its option. Lengyel Design also shall be entitled to carry out repeated subsequent improvement unless a subsequent improvement is not acceptable for the customer. If the customer prevents the subsequent improvement work carried out by Lengyel Design intentionally or negligently, Lengyel Design will be released from its liability.
9.5 Deviations from the specification in the offer in design, dimension and colour of the service or goods supplied shall remain reserved to the extent that they are to be considered as being marginal. Different views in terms of taste shall not entitle to an acceptance rejection.
9.6 Lengyel Design shall notify the customer of the acceptance date at least 10 working days prior to completion. The customer shall have the duty to appoint a responsible representative who at the same time can keep the acceptance date appointment and certify the work performed. In case of self-contained functional components, Lengyel Design may request a partial acceptance.
9.7 Lengyel Design shall not be liable for any normal signs of wear. The customer shall be liable for accidents, damage to property, etc. caused due to improper use of the work.
9.8 The acceptance shall be deemed as taken place in any case when the customer starts to use the goods.
9.9 An acceptance rejection shall be possible only within the statutory prerequisites.
10. Liability
10.1 Contractual and statutory claims for damages of the customer against Lengyel Design shall be excluded unless they are based on an intentional or grossly negligent violation of duty of Lengyel Design, its legal representatives or assistants. In case of slight negligence, Lengyel Design shall only be liable in case of violation of a cardinal duty for foreseeable damage typical for the contract up to an amount of twice the order amount. Claims for damages due to injury to life, body or health as well as claims where the prerequisites of § 639 BGB [German Civil Code] are met shall not be covered by this exclusion. The statutory liability due to the product liability law shall remain unaffected by this exclusion.
10.2 Lengyel Design shall not assume any liability for the completeness and correctness of the dimensions and other details provided by the customer. Lengyel Design also shall not assume any liability for damage caused by third parties using the dimensions and other details determined by Lengyel Design.
10.3 The liability for the commercial exploitability of the work supplied including the possibility to grant industrial property rights shall be excluded.
10.4 Lengyel Design assures that the work supplied does not infringe any proprietary rights of third parties according to its state of knowledge. Any further liability shall be excluded.
11. Industrial property rights/copyrights
11.1 Industrial property rights and copyrights may exist regarding the work of Lengyel Design which remain the property of Lengyel Design. In this respect, the protection shall also extend to drafts, texts, drawings and models manufactured by Lengyel Design.
11.2 After completion of all services of Lengyel Design, Lengyel Design shall transfer to the customer the right of use, copying and distribution of accepted design concepts, which is unlimited in terms of territory and time, if the customer has paid any and all considerations owed by it. The transferred rights of use shall not include the right of the customer to further transfer or sub-license the rights to third parties on its part. Each processing requires the consent of Lengyel Design.
11.3 If the customer makes available to Lengyel Design planning documents, the customer shall assume the warranty that no industrial property rights or copyrights of third parties are infringed by the production and delivery of the work made according to the planning documents. Lengyel Design shall not be obliged to check whether industrial property rights or copyrights of third parties exist regarding the documents made available by the customer. If claims for injunctive relief or damages are asserted against Lengyel Design due to that, the customer shall indemnify Lengyel Design from all present and future claims.
11.4 If a third party, invoking a proprietary right, prohibits Lengyel Design from producing items or carrying out another form of performance for which the customer placed the order and/or provided documents, Lengyel Design shall be entitled to discontinue the work without checking the legal situation and to demand the compensation of the costs occurred from the customer.
11.5 Lengyel Design shall have a right of being named as sole creator and copyright owner. Furthermore, Lengyel Design shall have the right to make reference to the services performed in its advertising. To the extent required, access to the originals is to be granted to Lengyel Design. Models, plans, sketches etc. accepted but not implemented will become free after a period of two years and may be freely exploited by Lengyel Design.
12. Advertising
Lengyel Design is to be named as owner/creator in all advertising materials and other publications. After previous agreement with Lengyel Design, the naming of “Lengyel Design” is to be positioned at a suitable place and in suitable manner on the product. Lengyel Design shall be entitled to make reference to the cooperation in the respective project following the figurative and verbal description of the project and the customer in publications. Lengyel Design undertakes to publish the details under sentence 3 in case of work which has not yet been introduced on the market only after previous approval of the customer.
13. Free copies
13.1 Lengyel Design shall be entitled to a gratuitous copy of the designed product and/or of 10 copies of the designed graphic print work. If the cost prices of the customer increase € 1000.00, Lengyel Design shall pay the amount in excess thereof if a storage sample is requested.
13.2 Furthermore, Lengyel Design shall be entitled to 10 copies of any advertising material produced for the designed product as well as photos which can be reproduced. Upon request, the customer shall make available to Lengyel Design the product or a prototype in good time prior to introduction on the market for the purpose of taking photos.
13.3 Lengyel Design may publish storage samples and photographs of the product created in the course of its services and advertising material relating to them and may use them for house advertising purposes.
14. Further shipment to foreign countries
Lengyel Design points to the fact that the export of products may be subject to German and foreign legal provisions (especially the US export provisions such as the “Table Of Denial Orders” or the “US Denied Persons List/DPL”) and approval reservations of the respective competent authorities; the customer has to inform itself about such provisions and reservations if the products are to be exported.
15. Miscellaneous
15.1 If individual provisions of these Terms and Conditions are invalid completely or in parts, the validity of the rest of the contract shall not be affected. Changes of this contract including this clause must be made in writing.
15.2 Lengyel Design shall be entitled to have individual obligations performed by third parties.
15.3 The customer shall not be entitled to assign claims under this agreement.
16. Applicable law, place of jurisdiction
16.1 All contracts concluded with Lengyel Design shall exclusively be governed by the laws of the Federal Republic of Germany with express exclusion of the UN Sales Convention.
16.2 Exclusive place of jurisdiction for all disputes in connection with the present Terms and Conditions shall be Essen.
11.1 Industrial property rights and copyrights may exist regarding the work of Lengyel Design which remain the property of Lengyel Design. In this respect, the protection shall also extend to drafts, texts, drawings and models manufactured by Lengyel Design.
11.2 After completion of all services of Lengyel Design, Lengyel Design shall transfer to the customer the right of use, copying and distribution of accepted design concepts, which is unlimited in terms of territory and time, if the customer has paid any and all considerations owed by it. The transferred rights of use shall not include the right of the customer to further transfer or sub-license the rights to third parties on its part. Each processing requires the consent of Lengyel Design.
11.3 If the customer makes available to Lengyel Design planning documents, the customer shall assume the warranty that no industrial property rights or copyrights of third parties are infringed by the production and delivery of the work made according to the planning documents. Lengyel Design shall not be obliged to check whether industrial property rights or copyrights of third parties exist regarding the documents made available by the customer. If claims for injunctive relief or damages are asserted against Lengyel Design due to that, the customer shall indemnify Lengyel Design from all present and future claims.
11.4 If a third party, invoking a proprietary right, prohibits Lengyel Design from producing items or carrying out another form of performance for which the customer placed the order and/or provided documents, Lengyel Design shall be entitled to discontinue the work without checking the legal situation and to demand the compensation of the costs occurred from the customer.
11.5 Lengyel Design shall have a right of being named as sole creator and copyright owner. Furthermore, Lengyel Design shall have the right to make reference to the services performed in its advertising. To the extent required, access to the originals is to be granted to Lengyel Design. Models, plans, sketches etc. accepted but not implemented will become free after a period of two years and may be freely exploited by Lengyel Design.
12. Advertising
Lengyel Design is to be named as owner/creator in all advertising materials and other publications. After previous agreement with Lengyel Design, the naming of “Lengyel Design” is to be positioned at a suitable place and in suitable manner on the product. Lengyel Design shall be entitled to make reference to the cooperation in the respective project following the figurative and verbal description of the project and the customer in publications. Lengyel Design undertakes to publish the details under sentence 3 in case of work which has not yet been introduced on the market only after previous approval of the customer.
13. Free copies
13.1 Lengyel Design shall be entitled to a gratuitous copy of the designed product and/or of 10 copies of the designed graphic print work. If the cost prices of the customer increase € 1000.00, Lengyel Design shall pay the amount in excess thereof if a storage sample is requested.
13.2 Furthermore, Lengyel Design shall be entitled to 10 copies of any advertising material produced for the designed product as well as photos which can be reproduced. Upon request, the customer shall make available to Lengyel Design the product or a prototype in good time prior to introduction on the market for the purpose of taking photos.
13.3 Lengyel Design may publish storage samples and photographs of the product created in the course of its services and advertising material relating to them and may use them for house advertising purposes.
14. Further shipment to foreign countries
Lengyel Design points to the fact that the export of products may be subject to German and foreign legal provisions (especially the US export provisions such as the “Table Of Denial Orders” or the “US Denied Persons List/DPL”) and approval reservations of the respective competent authorities; the customer has to inform itself about such provisions and reservations if the products are to be exported.
15. Miscellaneous
15.1 If individual provisions of these Terms and Conditions are invalid completely or in parts, the validity of the rest of the contract shall not be affected. Changes of this contract including this clause must be made in writing.
15.2 Lengyel Design shall be entitled to have individual obligations performed by third parties.
15.3 The customer shall not be entitled to assign claims under this agreement.
16. Applicable law, place of jurisdiction
16.1 All contracts concluded with Lengyel Design shall exclusively be governed by the laws of the Federal Republic of Germany with express exclusion of the UN Sales Convention.
16.2 Exclusive place of jurisdiction for all disputes in connection with the present Terms and Conditions shall be Essen.
