GENERAL TERMS AND CONDITIONS
General Terms and Conditions of BUREAUX BO GmbH (hereinafter also “Design Studio”)
§ 1. GENERAL
1.1 The General Terms and Conditions (GTC) of the Design Studio shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Client shall only become part of the contract if and insofar as we have expressly agreed to their applicability.
§ 2. SUBJECT MATTER OF THE CONTRACT
2.1 The Design Studio is a textile design studio that develops individual print designs based on own ideas and markets them to clients worldwide. The Design Studio renders design services and creates design works and provides other creative services on orders of the client (all services set out above are hereinafter collectively referred to as “Design”) and transfers to the client the rights of use required for the use of the Designs as stipulated under §5. Only the graphic and appearance of the Design and the technical applicability of the delivered services are owed.
2.2 As soon as the client has agreed to the purchase of a finished Design, which can be done by e-mail or signature in electronic or handwritten form, the purchase is considered final. The client thus acquires the Design.
2.3 The client receives the corresponding fabric sample or paper printout from the Design Studio, including the electronic design file, which is sent separately. A fabric sample is a piece of fabric on which the respective Design is printed. The Client will receive a link from the Design Studio to download the relevant electronic file in high-resolution format in either PSD, TIFF, editable PDF or JPEG. This can be done via the website system of the Design Studio or via an online service provider such as WeTransfer.
2.4 All Designs are exclusive and unique and, depending on the type and feasibility of the Design, are delivered ready-to-print with layers, colour-separated and in pattern repeat. For sales that are not completed in person, the fabric sample or paper printout will be sent to the address provided by the Client for this purpose.
§ 3. INDIVIDUAL DESIGN ORDERS
The Client may also commission the Design Studio with design services and design works outside the existing designs. The Design Studio will submit an individual offer to the Client for such purpose. For definitions, service descriptions, deadlines, terms of payment and design rights, the provisions of these GTC shall apply as supplement to individual design orders.
All change requests for the Design must be made in writing. Change requests will be charged at the current hourly rate of the Design Studio.
§ 4. TERMS OF PAYMENT
4.1 The remuneration owed for the services results from the offer.
4.2 Payment is due upon delivery of the Design. Together with the download link, the Client will receive the invoice by e-mail to the address provided by him/her for this purpose. The invoice shall be payable within 30 days without deductions. Discount deductions by the Client are excluded unless agreed otherwise in writing.
4.3 If payment is not made within this period, the Client will receive a written notification granting a further period of 30 days for payment. A handling fee of 30,-€ will be charged for this.
4.4 If payment is not received from the Client within the second 30-day period, the Design Studio has the right to withdraw from the contract.
In this case, the Client undertakes to return the corresponding fabric samples immediately at his own expense and to irretrievably delete all files and copies of the respective Design. The customer shall immediately submit a corresponding written declaration on the deletion of the data at the request of the Design Studio.
4.5 All prices quoted by the Design Studio are exclusive of the applicable statutory value added tax.
4.6 The Design Studio has creative and artistic freedom within the scope of the agreed order. Acceptance may not be refused for creative and artistic reasons.
4.7 The Client shall not be obliged to use the delivered finished Design. Claims for repayment are excluded in the event of non-use or in the event of displeasure and exist only within the framework of statutory warranty provisions.
The right to extraordinary termination for cause shall remain unaffected.
§ 5. RIGHTS OF USE
5.1 Only after full payment of the Design will the Client receive the sole, simple rights of use for the Design. This means, inter alia, that he may recolour, adapt and reproduce the Design as he wishes and/or as often as he wishes without any restrictions in terms of time and space.
5.2 In return, the Design studio will not sell the Design to any other Client.
As of payment, it is considered “sold out”.
5.3 The Client may not pass the Design on to third parties without the consent of the Design Studio. Therefore, if a licensee of the Client wishes to use the Design itself, the Client undertakes to notify the Design Studio prior to the use. The Design Studio shall decide on a gratuitous transfer of the Design.
5.4 The Design Studio retains the rights in so far as to continue the use of the Design for own marketing purposes.
5.5 The Design Studio warrants that the Design does not infringe the design rights and/or copyrights of other designers, photographers, illustrators or similar persons. In principle, all elements used in the Design are created by the Design Studio itself, but license-free elements may be incorporated into the Design. No further warranty can be given with regard to the novelty or distinctiveness of the concepts underlying the Design or the legal effectiveness or validity of the property rights in the Design.
§ 6. INSPECTION AND FINAL ACCEPTANCE OF THE DESIGNS
The client is responsible for the careful review of all Designs and content.
The Design Studio accepts no liability for printing errors, spelling mistakes or incorrect information on a print or production project.
Changes to the Design made after the Client has given verbal or written consent to the final work will be charged to the Client.
The Client is obliged to check the acquired Design for functionality and functional safety, feasibility and marketability within a reasonable period of time before use - before forwarding it to printers, regardless of whether it is a matter of sample prints, sample collections or actual production. The choice of material on which the Design is printed shall be incumbent on the Client. The Design Studio assumes no liability for potential production errors, errors in pattern repetition and/or undesirable results. The focus of the Design Studio’s services is on design.
§ 7. WARRANTY
In case of defects, the Design Studio shall, at its own discretion, provide rectification or renewal. If the Design Studio effectively and finally refuses performance or refuses to remedy the defect and subsequent performance due to disproportionate costs or if subsequent performance has objectively failed, the Client may, at its option, only demand a reduction of the remuneration (abatement) or withdraw from the contract.
Complaints regarding obvious defects must be made in text form to the Design Studio within 14 days of delivery of the Design. The timely dispatch of the notice of defects shall be sufficient to meet the deadline.
§ 8. LIABILITY
8.1 The liability of the Design Studio, its employees and vicarious agents for all damage culpably caused by the Design Studio arising from or in connection with the concluded contract shall be governed by German statutory law, unless otherwise agreed below and unless mandatory statutory provisions conflict with this.
8.2 Claims of the Client for damages are excluded. Excluded from this are claims for damages by the Client arising from injury to life, limb or health or from the breach of essential contractual obligations (cardinal obligations) as well as liability for other damages based on an intentional or grossly negligent breach of duty by the Design Studio. The provisions of the Product Liability Act shall remain unaffected. The Design Studio shall not be liable for simple negligence on the part of its legal representatives, executive employees and vicarious agents, unless an obligation is breached, compliance with which is essential for achieving the purpose of the contract. In such cases, the amount of liability shall be limited only to the foreseeable damage typical for the contract. Any further liability shall be excluded.
8.3 Liability for loss of profit is excluded insofar as the damage is due to simple negligence.
8.4 All works supplied shall be deemed to be original works and will be produced in good faith so as not to infringe the rights of any other party.
The Client is obliged to ensure that it is technically able to process the Designs submitted to it and to have functioning and sufficient equipment for downloading designs up to 1GB. Should technical malfunctions occur on the pages of the Design Studio, the Design Studio undertakes to remedy these as quickly as possible. The Design Studio shall expressly not be liable for the commercial exploitation of the Design.
8.5 The Client warrants that the Client is entitled to use all templates and materials provided to the Design Studio. If, contrary to this warranty, the Client is not entitled to their use, the Client shall indemnify the Design Studio against all claims for compensation by third parties. This shall also include reimbursement of all costs of legal defense. The Client is furthermore obliged to defend against any unfounded claims by third parties.
8.6 The above limitations of liability shall not apply if the Client asserts claims under §§ 1 and 4 of the Product Liability Act.
8.7 Design protection, copyright, patent or trademark research shall be carried out by the Client itself and at the Client’s own expense.
§ 9. SELF-PROMOTION
The Design Studio shall be entitled to use the Design and all work produced in fulfilment of the contract for the purpose of self-marketing in any media, mentioning the Client by name, and otherwise to refer to its work for the Client, unless the Design Studio has been informed in writing of any conflicting confidentiality interests on the part of the Client. The Design Studio shall be responsible for obtaining any third-party rights for its advertising purposes itself.
§ 10. CONTRACTUAL USE OF THE DESIGN
The Client may not use the designs acquired from Design Studio in a way that violates general laws. In particular, it is prohibited to use the Designs in an offensive, defamatory, infringing, insulting, inflammatory, pornographic, racist and/or immoral manner. In this case, the Design Studio expressly reserves the right to rescind the transfer of the rights of use.
§ 11. CHANGES TO THE GENERAL TERMS AND CONDITIONS
11.1 Changes to the GTC are permissible at any time for design orders that have not yet been placed. For design orders already placed, changes to the GTC are only permissible in exceptional cases, namely in the event of the existence of a contractual gap or a disruption of the contractual equivalence.
11.2 Notification of the amended version of the GTC shall be sent by e-mail by the Design Studio with the indication that, in the absence of a reaction, consent to the amendments shall be deemed given.
11.3 If no objection is made in text form within four weeks of receipt of the amended version of the GTC by e-mail, the new GTC shall be deemed accepted.
§ 12. FINAL PROVISIONS
This agreement and any order hereunder shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
The place of jurisdiction shall be the registered office of the Design Studio, insofar as the Client is a proper merchant, a legal entity under public law or a special fund under puplic law or the Client has no general place of jurisdiction in Germany. However, the Design Studio shall also be entitled to bring an action at the Client’s place of business.
Amendments and supplements the contract must be made in text form.
If one of the above terms and conditions is invalid, this shall not affect the validity of the remaining terms and conditions.
The stated general terms and conditions are to be accepted as standard in the creative services sector. Exceptions fixed in writing in the offer are above the general terms and conditions. For the mutual positive cooperation, the personal conversation as well as the elimination of defects in case of need by all contractual partners is always to be striven for as a matter of priority. For all disputable exceptions, the General Terms and Conditions of the Design Studio shall be deemed to have been accepted, at the latest, however, by acceptance of the order via e-mail or signature of similar media, e.g. fax, letter, WhatsApp, etc.