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Studio Wagner:Design
Wolf Udo Wagner
Adam-Opel-Straße 16-18
60386 Frankfurt am Main
Germany

+49 (0) 69-928705-74

info[at]wagner-design.de


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Imprint

Studio Wagner:Design
Wolf Udo Wagner
Adam-Opel-Straße 16-18
D-60386 Frankfurt am Main

T + 49 (0) 69-92 87 05-74
F +49 (0) 69-92 87 05-75

wagner@wagner-design.de
www.wagner-design.de
www.wolf-udo-wagner.de

Register Court: Local Court Frankfurt am Main

Authorized managing director: Wolf Udo Wagner

Value added tax identification number according to §27a Value Added Tax Act: DE 193 942 374


General terms and conditions

General terms and conditions of Studio Wagner:Design, Mr. Diploma Designer Wolf Udo Wagner, headquarters Adam-Opel-Straße 16-18
D-60386 Frankfurt am Main, created 15.01.2000, restated 20.04.2018

1.

In principle, the General Terms and Conditions of Studio Wagner:Design (hereinafter also referred to as contractor/licensor) shall be deemed to be the General Terms and Conditions of Studio Wagner:Design in the relationship with entrepreneurs (hereinafter also referred to as customer/licensee) in the sense of § 14 BGB (German Civil Code). They apply to all current or future transactions and business relationships.

Should the content of these General Terms and Conditions deviate from that of the client, the latter shall not be binding on Studio Wagner:Design, unless Studio Wagner:Design has expressly acknowledged them. In case of crossing confirmation letters, which contain deviating conditions, the communication of Studio Wagner:Design is binding.

2.

Unless expressly agreed otherwise, Studio Wagner:Design works only on the basis of these General Terms and Conditions. In addition, Studio Wagner:Design works on the basis of signed work contracts with license clause or license agreements. Should the contracts concluded with companies contain conditions deviating from these General Terms and Conditions, the respective provisions from the aforementioned contracts shall apply prior to these General Terms and Conditions. If the contracts concluded with companies do not clearly and amicably state their position on individual legal positions in the interests of both parties, or if individual legal issues are not sufficiently differentiated in the contracts concluded with companies, the provisions of these General Terms and Conditions which come closest to the subject matter shall apply prior to the concluded contracts. All other provisions of the contracts that have been concluded shall then retain their validity. Changes, additions or additional agreements must be confirmed in writing with a legally valid signature by Studio Wagner:Design in order to be effective.

3.

Fees cover only the design service and services from the work areas, research, analysis, design, visualization, model construction, prototyping, assembly/disassembly. Packaging, transport protection, freight, insurance and assembly, travel costs, accommodation, expenses as far as applicable shall be charged separately, unless deviating regulations have been agreed in writing in a contract. Services by Studio Wagner:Design can be ordered in writing or verbally. The respectively valid fee list or the valid hourly rate of Studio Wagner:Design is to be applied. Invoices are based on the time and material used for the provision of the agreed service. With the use of design services of Studio Wagner:Design license payments are due. In the case of a general license agreement in accordance with these GTC with license framework agreement – unless otherwise agreed in a separate written license agreement – the licensor receives 6.5% of the net sales price of the manufactured products in accordance with these GTC with license framework agreement. The aforementioned or separately agreed license amount is due in full with the use of design services of Studio Wagner:Design. It is irrelevant whether the product was designed in its entirety or only in part by Studio Wagner:Design or whether the client has continued/extended/modified the design on his own initiative. The minimum license amount is Euro 3.000,-/year/product and will be paid as long as a commercial use is intended. If an exclusive license agreement is to be concluded separately in writing, the license amount, minimum license amount and other parameters are negotiable. The right to use objects under contractual law is regulated by a written license agreement from Studio Wagner:Design. If there is no written license agreement, the license clauses listed in these General Terms and Conditions shall apply as the contractual basis for the use of the contractual objects. All fees are exclusive of sales tax or levies. The client is liable for all taxes, levies and duties, levies to the statutory artists’ social insurance (KSK).

4.

Delivery dates or project periods must be agreed separately in writing when the order is placed. Eight weeks after expiry of a binding delivery date, the client is entitled to request Studio Wagner:Design in writing within a reasonable period of time. Studio Wagner:Design is in default after the expiration of such a deadline. Studio Wagner:Design is entitled to refuse or suspend a delivery if the content of the project conditions (project burden/project specifications) is unclear, so that a professional delivery to the briefed project is not possible. Studio Wagner:Design is entitled to refuse or suspend a delivery if the client does not fully comply with his payment obligation from previous service stages. Services requested by the client in addition to the agreed project framework or additionally commissioned change loops entitle the client to separate cost calculation of these services in accordance with Studio Wagner:Design fee rates. Place of performance for all deliveries is the business address of Studio Wagner:Design. With regard to payments, the place of performance is also the place of business of Studio Wagner:Design. The client undertakes to retrieve all agreed services of a concluded contract for work and labour with or without licence agreement in accordance with the contractually stipulated time agreement. If there is no time agreement, the contractually agreed services must be called off in full within 24 months. Studio Wagner:Design has no further obligation to perform beyond this time frame plus a grace period of 6 months. Studio Wagner:Design is entitled to invoice the full amount of not called order components/services from work contract/work contract with or without license agreement 30 months after signing the contract. Excluded from this are “optionally” offered services. Excluded from this are also license claims, unless the client has used design services of Studio Wagner:Design on his own initiative. The aforementioned rule applies to separate (one project per contract) and general (several individual projects per contract) work contracts/work contracts with or without a license agreement as well as to art direction contracts with a limited or unlimited term. Studio Wagner:Design is also free to claim damages due to consequential damages resulting from non-fulfilment of a contract by the client. Fees and license payments made to Studio Wagner:Design shall not be refunded, even if a cooperation is terminated prematurely, if a development is not used or if damages are claimed. If the client is in default of acceptance, Studio Wagner:Design is entitled to terminate the contract after a reasonable period or to claim damages for breach of duty. Studio Wagner:Design determines the form in which the services are handed over to the client, as long as this form meets the contractual purpose. Without a separate agreement, this is a two-dimensional representation. All deliveries/services on the part of Studio Wagner:Design are subject to these General Terms and Conditions. Delivery notes are to be signed. Deliveries shall also be deemed to have been accepted/received if receipt is proven without the existence of a signed delivery note or if the content dialogue with the previously provided delivery has taken place.

5.

All rights granted by Studio Wagner:Design solely on the basis of these General Terms and Conditions are general rights (limited in time to three years and geographically to the licensee’s country), therefore non-exclusive rights and are subject to a prohibition of assignment and sublicensing by the licensee. The transfer of rights is strictly limited by the contractual purpose.

In case of doubt, a particular form of use shall be deemed not to be contractually implied. Studio Wagner:Design is entitled to use the rights for its own purposes, e.g. for marketing, advertising, exhibitions or trade fairs. If the client supplies his own sketches or ideas, which become the basis of the services of Studio Wagner:Design, the client does not acquire any right to the result of the services of Studio Wagner:Design as co-author. Drafts, variants, work statuses and studies of the final design product, regardless of the medium in which they were carried out (e.g. sketch, drawing, computer drawing, technical drawing, file, film, pre-model, model, prototype, calculation, text-based description and others) are not subject to the transfer of rights as they merely prepare the development and decision-making for the selection of a final draft and design product. The customer/licensee and its business partners are bound by an absolute prohibition of action and an unrestricted obligation of secrecy. The contractual partner/licensee is not entitled to make independent changes to the design of the contractual objects.

Further developments, modifications and additions to the design services of Studio Wagner:Design may only be made by Studio Wagner:Design. The processing of the design services created by Studio Wagner:Design by the contracting party or third parties is excluded. In the event that developments by Studio Wagner:Design are only used in parts/parts or that developments by Studio Wagner:Design are combined with developments by the client or third parties, the fee and license amount agreed for a complete development shall apply.

6.

Studio Wagner:Design receives 8 free copies of each product from the serial production, which is created on the basis of the design developed for the client by Studio Wagner:Design. Studio Wagner:Design has the right to be named as Studio Wagner:Design or preferably “Design: Wolf Udo Wagner” in advertising materials and catalogues of the client in connection with such products. Studio Wagner:Design may prohibit or revoke the naming of such products.

7.

The warranty for all services of Studio Wagner:Design is unlimited for intentional breaches of duty by Studio Wagner:Design or its representatives, in case of injury to body, health or life or if Studio Wagner:Design has issued a warranty. In case of gross negligence the liability is limited to the product specific, predictable, typical and immediate loss or damage. Studio Wagner:Design is not liable for slight negligence. These limitations of liability shall also apply if Studio Wagner:Design is taken into recourse on the basis of § 478 BGB (German Civil Code) or on the basis of the design law. Wagner:Design is not liable in the sense of the product liability law and comparable product liability abroad. Individual differences in taste are no reason for claims due to poor performance.

Studio Wagner:Design endeavours to ensure the independence of the design services provided, and creates them to the best of its knowledge and belief. Due to the artistic nature of the design services provided by Studio Wagner:Design, no specific success or legally secured protection is owed. It is up to the licensee to subject the designed products to a binding examination by a patent attorney prior to market launch. Studio Wagner:Design fulfils the industrial property rights of the contractual design by filing / maintaining a design patent, a community design or the international registration of industrial designs and models in its own name according to the corresponding Hague Design Agreement at the expense of the client / user. If the licensee has registered industrial property rights in developments of Studio Wagner:Design for various reasons, these industrial property rights are to be transferred back to the licensor at the expense of the licensee at A. request without any justification being necessary, B. upon termination of the contract, termination, termination for good cause, C. expiration of the cooperation or expiration of the article, D. insolvency. In the event of A. termination of the contract, termination, termination for cause, B. expiration of the cooperation or of the article, C insolvency on the part of the licensee, all rights of use granted to the subject matter of the contract shall automatically revert to the licensor upon the occurrence of these events, regardless of who holds intellectual property rights in the subject matter of the contract at that time. In addition, outstanding claims shall be settled. In principle, license claims in insolvency proceedings are to be settled first.

In the case of a General Licence, where several licensees co-exist, the costs of filing and maintaining the IPR are shared equally between the licensees. The right and the duty to defend the intellectual property rights – no matter whether it is an attack or a defence – lies with Studio Wagner:Design and the licensee in equal parts in the case of licence agreements with general right of use. In such cases, Studio Wagner:Design and the licensee(s) shall each bear 50% of the costs/claims incurred for attack and defense or, in the case of several licensees, 50% in equal parts, whereby the assumption of costs by Studio Wagner:Design shall be limited to a maximum of 50% of the license income of the current year relating to the case. The right and duty to defend the intellectual property rights – regardless of whether they are attack or defence – in licensing agreements with exclusive right of use lies with the client/licensee who is the beneficiary of the exclusivity. The client/licensee shall conduct the necessary legal proceedings against attackers or defenders in such cases and shall bear the costs incurred in such cases for attack and defense, including costs incurred by the licensor in connection therewith. If the licensee conducts the infringement dispute and damages due to lost profits or license fees are paid to him, the licensor shall receive 20% of the disputed sums after deduction of the costs for courts and legal defense, the remaining 80% shall be due to the licensee conducting the dispute. If justified claims of third parties arise due to the defence of a design product of the licensor, these claims shall be borne by the licensee and the licensor as follows: In such cases, a licensee with exclusive right of use shall bear 100% of the claims and shall be reimbursed by the licensor 50% of the license fee for the use of the object previously rendered. The refund is made in the form of offsetting against current license income. Wagner:Design supports the client/licensee professionally in safeguarding the interests. The right to defense/attack can be transferred to the other contracting party by mutual agreement. The responsibility of the associated assumption of costs for attack and defense can be transferred to the respective other contractual partner by mutual agreement or as shown here. This requires the written form. Furthermore, Studio Wagner:Design does not assume any liability for the infringement of the rights of third parties through the use of the designer design forming the object of the license protection rights as well as for the legal validity of the license protection rights and the non-existence of prior use rights of third parties.

The contractual objects of the contract for work and services/licence agreement are treated between the contractual partners as objects with the legal status of objects worthy of copyright protection. Studio Wagner:Design is not responsible for the economic success of the products that are created on the basis of the design. The statute of limitations for all claims is generally one year. Applications for industrial property rights must be filed exclusively by the licensor.

If Studio Wagner:Design requests or unsolicited presents or produces developments or inventions which are worthy of protection according to the utility model law or patent law at home and abroad, the following applies: The rights to partial use, use, further development, application for protection, licensing, sale of the developments presented and produced by Studio Wagner:Design lie exclusively with Studio Wagner:Design. With the presentation/presentation for the discussion of such contents no rights go to the addressed enterprises, unless a written contract for the use and licensing of technical developments/inventions between Studio Wagner:Design and the enterprise is present. Should technical developments also be presented by Studio Wagner:Design to the client and his partners within the scope of specifically commissioned design developments, the same shall apply.

8.

Complaints due to alleged defects must be made by the client in writing and immediately, at the latest 4 weeks after receipt of the individual service. In addition, the client is obliged to examine the work results and, if applicable, the objects performed immediately after receipt.

9.

Payments are due within 10 days after the invoice has been issued without deductions. If payment is made in the form of cheques, bills of exchange or the like and the due sums have not been credited completely and irrevocably to the account of Studio Wagner:Design, ownership, a licence or other rights to the services of Studio Wagner:Design shall not pass to the client. Offsetting against claims against Studio Wagner:Design is only permissible if these are legally established or undisputed. Services that are not used commercially under a license agreement are automatically returned to Studio Wagner:Design. The invoicing of unit license fees takes place quarterly at the end of each quarter and must be submitted no later than 30 days after the end of each quarter. The unit license fees are payable within 30 days of the end of the quarter. At the request of Studio Wagner:Design, the contractual partner/licensee is obliged to provide information on the production figures and turnover. Studio Wagner:Design is entitled to verify the correctness and completeness of the information by an impartial, sworn auditor, who is obliged to secrecy, by inspecting all books related to the calculation of license fees. The auditor must be authorised in writing by Studio Wagner:Design. At the request of Studio Wagner:Design, the contractual partner/licensee shall grant him access to the aforementioned documents during normal business hours. The contractual partner/licensee shall bear the costs of the audit if the bookkeeping does not comply with the principles of proper bookkeeping or if the amount of the license owed for a quarter deviates by 5% from the stated amount.

10.

The delivery of goods and the transfer of rights shall take place exclusively under retention of title with the following extensions: Studio Wagner:Design reserves all property rights, licenses and other rights until the corresponding consideration and all other claims resulting from the entire business relationship with the client, including incidental claims and incidental costs, have been fully and irrevocably paid. Upon the death of the licensor, all ownership rights to the contractual objects and rights from work contracts shall pass 100 percent to the heirs appointed by the licensor. Upon the death of the contractual partner/licensee, the rights and obligations arising from contracts concluded with Studio Wagner:Design shall pass to their heirs or successors. In the event of the death of one of the parties, either party may terminate the contract by giving 6 months’ notice. A contract between Studio Wagner:Design and the client/licensee can be terminated for important reasons with a notice period of 4 weeks. An important reason exists in particular if, a.) the customer/licensee violates essential contractual obligations despite written warning, does not fulfil contractual obligations and does not cease the violation of the contract within 30 days after receipt of the warning, e.g. more than six weeks with the payment of development fees in default; b.) more than six months with the payment of license fees in default; c.) the customer/licensee is in default with the payment of license fees in default.) if one of the contractual partners violates essential contractual obligations despite a written warning and does not cease to violate the contract within 90 days after receipt of the warning; d.) if the contractual license rights lapse; e.) if the contractual partner enters into insolvency proceedings; f.) if the contractual partner changes its name; g.) if the product which is the subject of the contract may not be put into circulation due to a legal or judicial prohibition or must be withdrawn from circulation for this reason. In the event of termination of the contract between Studio Wagner:Design and the client/licensee, the client/licensee and his business partners may no longer market the products concerning the contract in the form developed by Studio Wagner:Design or in a modified/extended form. The client/licensee is obliged to inform his business partners of this.

11.

In the event of contractual disputes, the parties to the contract must first consult an ordinary arbitration board. Only if no amicable agreement can be reached here may the parties appeal to an ordinary court. In case of default of payment on the part of the contractual partner/licensee, Studio Wagner:Design is free to call on an ordinary court directly. For all disputes arising from the contractual relationship or in connection with the business relationship with the client, the courts in Frankfurt am Main/Germany shall have exclusive jurisdiction insofar as the client/licensee is an entrepreneur within the meaning of § 14 BGB (German Civil Code). Studio Wagner:Design has the right to decide to sue the client at any other place which is responsible for such a claim according to the relevant national or foreign law.

If individual provisions of these General Terms and Conditions should be invalid, this shall not affect the validity of the remaining provisions; the parties shall rather undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision. Should a contractual purpose not be achievable with effective provisions, either party may terminate the contract without notice. These General Terms and Conditions, written in German, also apply to cooperation with international clients.

Frankfurt am Main, 01.09.2009, Wolf Udo Wagner

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