General Terms and Conditions - Zeichenheld UG
1.1 The following General Terms and Conditions of Zeichenheld UG (“GTC”) shall apply to the services agreed upon between Zeichenheld UG and the client, including the ancillary services and other ancillary obligations rendered in the course of executing the order (hereinafter collectively referred to as “Services”).
1.2 Deviating or conflicting provisions of the client shall only be binding if they are acknowledged by Zeichenheld UG by means of a written confirmation. Deviating conditions that are not expressly recognized are not binding, even if they are not expressly contradicted.
1.3 Within the scope of an ongoing business relationship, these GTC shall apply and shall also apply to future contracts with the client without Zeichenheld UG having to refer to them again separately in each individual case. The terms and conditions shall also apply to all future business relations, even if they are not expressly agreed again.
2. offer and conclusion of contract
2.1 The subject matter of the contract is the service described in the offer or, if available, in the order confirmation or in a contract. Offers made by Zeichenheld UG are subject to change, unless they are expressly designated as binding.
2.2 The information, design proposals, drafts, sketches, drawings, CAD data and specifications provided by the Customer shall be decisive for the offer for the creation of a design or a design and construction service.
2.3 Orders by the Client can only be accepted in writing. To comply with the written form, the return of the signed offer with a corresponding note shall be sufficient, unless another form of binding order placement is made in the individual case.
2.4 The contract with Zeichenheld UG shall only be concluded upon written confirmation of the order by Zeichenheld UG. Text form (e-mail or similar) is sufficient to maintain the written form. Verbal agreements require written confirmation in order to be binding. Email or correspondence. In the event of cancellation of the order on the part of the customer, all costs incurred up to expenses incurred at that time will be invoiced.
3. tender documents, cooperation of the client
3.1 Zeichenheld UG reserves all rights to offers and documents, technical representations, drawings, sketches, graphics and explanations. Reproduction or disclosure to third parties requires the written consent of Zeichenheld UG.
3.2 The Customer shall duly and timely fulfill all obligations incumbent upon it, in particular the procurement of the information necessary for the execution of the contract, such as: Technical documents, releases as well as approvals and, if necessary and agreed, to make an agreed down payment. The cooperative actions must comply with the applicable safety regulations, standards and accident prevention regulations.
3.3 If the client significantly violates his obligation to cooperate, Zeichenheld UG is entitled to terminate and settle the order under prior warning. The Customer shall bear any additional expenses incurred due to the fact that services have to be repeated or are delayed as a result of late, incorrect or incomplete information or improper cooperation. Even if a fixed or maximum price has been agreed upon, Zeichenheld UG is entitled to charge for these additional expenses.
4. rights and duties
Zeichenheld UG is obliged to provide its contractual services in accordance with the recognized rules of technology and the relevant legal provisions.
After completion of all services and their payment, the original documents and other documents and data created will be handed over to the client. Zeichenheld UG is not obliged to keep them for longer than three years.
5. prices / terms of payment
5.1 The prices in euros specified in the offer, order confirmation or contract shall apply. The prices stated in the offer, order confirmation or contract shall apply subject to the proviso that the underlying order data remain unchanged.
5.2 Unless otherwise agreed, the remuneration shall be due without deduction 7 days after invoicing. A cash discount deduction is not permitted without a separate agreement.
5.3. Zeichenheld UG is entitled to demand an appropriate advance payment of costs, insofar as this is reasonable for the client, taking into account the value of the order and the scope of the service owed by Zeichenheld UG.
5.4 Changes, correction requests and additional services requested by the client must be invoiced separately by Zeichenheld UG.
5.5 Unless otherwise stipulated in an offer, order confirmation, contract or other written agreement, work services shall be charged according to the actual time and effort incurred and according to an hourly rate determined by Zeichenheld UG. In the event of non-compliance with the payment deadline agreed under Section 5.1 or the payment deadlines agreed in individual cases, Zeichenheld UG shall be entitled to cease work on the respective project until payment has been made in full. Zeichenheld UG shall not be in default with the provision of services as a result of this.
6. delivery times / delivery periods
6.1 Delivery dates or deadlines that have not been expressly agreed as binding are exclusively non-binding information. The stated delivery time shall only begin as soon as all technical questions and the complete clarification of all execution details as well as a release on the part of the customer have been agreed.
6.2 If the Client requests a change to the order that deviates from the order confirmation and affects the production period, a new delivery period shall commence only upon confirmation of the change.
6.3 Zeichenheld UG shall not be responsible for delays in performance and delivery caused by force majeure, illness, operational disruptions, or violations of the client’s obligations to cooperate, even in the case of bindingly agreed upon dates and deadlines.
Upon delivery of the design, drawing, file, model or technical documentation to the client, Zeichenheld UG shall be deemed to have fulfilled its contractual obligations. The transfer shall take place by means of electronic data transmission and/or data carriers. The services ordered by the client can be made by Zeichenheld UG in whole or in part with subcontractors.
8. Corrections and liability
8.1 Upon receipt of the performance results, the Client undertakes to check the results for completeness as well as for correctness and to report any errors immediately, however, within 10 working days at the latest. All designs, drafts, sketches, drawings, CAD data or documents handed over shall be deemed to have been checked and found to be complete and free of errors after the expiry of 10 working days.
8.2 With the further use of the data or documents and the use for further processes, e.g. for the following manufacturing processes, the data shall be deemed accepted and the contractual service or partial service shall be deemed fulfilled. Defects in a part of the delivery cannot lead to a complaint about the entire delivery.
8.3 Zeichenheld UG shall not be liable for damages or quality deviations resulting from the serial production of an object or product without the suitability or release for serial production having been granted by Zeichenheld UG in the documents.
8.4 Changes to the construction and design which are initiated or implemented by the Customer itself shall be the responsibility of the Customer. Any liability by Zeichenheld UG is excluded.
8.5 All files and documents are carefully checked by Zeichenheld UG before being sent electronically. Despite this careful check, the data must be checked again by the client with anti-virus programs. No liability is accepted for damage caused by computer viruses.
9. compensation for damages and expenses
9.1 Zeichenheld UG shall not be liable for damages or reimbursement of expenses, irrespective of the legal grounds – in particular due to defects, breach of duties arising from the contractual obligation as well as tort. This applies in particular, but not exclusively, to claims for damages due to lost sales or profits, financing costs and damages resulting from operational downtime or loss of production.
9.2 This exclusion of liability pursuant to clause 9.1 shall not apply in the event of a) intent or gross negligence, b) Liability for guaranteed characteristics, c) Liability based on the Product Liability Act as well as d) due to culpable injury to life, body or health. In addition, Zeichenheld UG shall also be liable in accordance with the statutory provisions in the event of a breach of material contractual obligations, i.e. obligations the fulfillment of which is a prerequisite for the proper execution of the contract and on the fulfillment of which the client regularly relies and may rely.
9.3 Unless Zeichenheld UG is liable due to intent or gross negligence, injury to life, body, health, for guaranteed characteristics or according to the Product Liability Act, the liability of Zeichenheld UG is limited to the typical and foreseeable damage in case of breach of essential contractual obligations.
9.4 Unless otherwise stipulated in writing in the contract, Zeichenheld UG shall be liable under the contract only to the client and, if applicable, to a third party named in writing in the contract. Liability towards other third parties is excluded with the exception of liability in tort.
10. retention of title
Zeichenheld UG retains ownership of all designs, drafts, sketches, drawings, CAD data or documents until full payment has been made by the client.
11. copyright and right of use
11.1 Zeichenheld UG reserves the copyright to all designs, drafts, sketches, drawings, CAD data or other documents. Copyrights are not transferred.
11.2 Subject to deviating agreements, the client shall receive a simple, non-exclusive right of use and only under the condition of full payment of all claims of Zeichenheld UG.
11.3 The client may only use and pass on the designs, drafts, sketches, drawings, CAD data or other documents supplied by Zeichenheld UG within the framework of the contractual agreements, in particular only for the contractually agreed purpose. The Customer undertakes to subject its contractual partners to the aforementioned restrictions on use as well, insofar as they gain knowledge of the data or documents.
The Customer undertakes to maintain confidentiality vis-à-vis third parties, not to make accessible and to protect from access by third parties all information relating to an order which is not required in the subsequent process or for the further procurement of information (e.g. in the manufacturing process, in the selection of components, supplier inquiries, etc.). This obligation shall also apply beyond the duration of the contract or in the event that a contract is not concluded.
13 Applicable law, place of jurisdiction, partial invalidity
13.1 These terms and conditions and the entire legal relationship between Zeichenheld UG and the client shall be governed by the laws of the Federal Republic of Germany. to the exclusion of international private law and the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention).
13.2 The place of jurisdiction for any disputes arising from the business relationship between Zeichenheld UG and the client shall be the registered office in 46354 Südlohn, Germany. This shall not affect the right to bring an action before the court at another statutory place of jurisdiction.
13.3 Should any provision in these GTC be or become invalid, this shall not affect the validity of all other provisions or agreements.