1. scope of application
These General Terms and Conditions apply exclusively. Other terms and conditions shall only apply insofar as Heine Warnecke Design GmbH (hereinafter referred to as HwD) has expressly agreed to them in writing. Orders are carried out within the framework of a corresponding contract under the following conditions. Deviating regulations must always be made in writing.

2. offer – offer documents
a. Our offer is non-binding, unless otherwise stated in the order confirmation.
b. The Copyright Act applies to the drafts and work drawings of HwD’s designers as personal intellectual creations. The provisions of the Copyright Act also apply if the level of creation required under Section 2 UrhRG has not been reached.
c. HwD reserves ownership rights and copyrights to illustrations, drafts, working drawings and other documents. They may not be altered, including the copyright designation, either in the original or in reproduction. Any imitation – including of parts or details – is not permitted. The customer requires our express written consent before passing them on to third parties.

3. services – time of performance – complaints
a. The start of the performance period specified by us presupposes the clarification of all technical and artistic questions.
b. Compliance with our performance obligation further presupposes the timely and proper fulfillment of the customer’s obligations. In particular, the customer must ensure that HwD is provided with all documents necessary for the execution of the order in good time and that HwD is informed of all processes and circumstances that may be of significance for the execution of the order.
c. If the customer is in default of acceptance or culpably violates other obligations to cooperate, HwD shall be entitled to demand compensation for the damage incurred in this respect, including any additional expenses. Further claims remain reserved.
d. Insofar as the requirements of lit. c. are met, the risk of accidental loss or accidental deterioration of the service shall pass to the customer at the point in time at which the customer is in default of acceptance or debtor’s delay.
e. HwD is entitled to order the external services required to fulfill the order in the name and for the account of the customer. Insofar as contracts for third-party services are concluded in the name and for the account of HwD in individual cases, the client is obliged to indemnify HwD internally from all liabilities arising from the conclusion of the contract. This includes in particular the assumption of costs.
f. We reserve the right to charge for production-related excess or short deliveries of up to 10% of the ordered quantities, which is customary in the industry.
g. Complaints about delivered printed matter must be made in writing immediately – at the latest within three days of receipt of the goods.

4. prices – terms of payment
a. Unless otherwise stated in our order confirmation, our prices are ex agency headquarters, excluding transportation costs (such as courier and messenger services); these will be invoiced separately.
b. Statutory VAT is not included in our prices; it will be shown separately in the invoice at the statutory rate on the day of invoicing.
c. The deduction of a discount requires special written agreement.
d. Unless otherwise stated in the order confirmation, payment shall be made within 10 days of the invoice date without deduction. If the ordered work is accepted in parts, a corresponding partial fee shall be due upon acceptance of the part and corresponding invoicing.
e. If an order extends over a longer period of time or if it requires high financial advance payments from HwD, appropriate payments on account shall be made, namely one third of the total remuneration when the order is placed and one third after completion of half of the work.
f. Subsequent changes at the request of the customer shall be charged separately (author’s corrections).
g. Special services such as the reworking or modification of work drawings, text work, print and litho monitoring as well as press proof approvals shall be invoiced separately according to the time required.
h. Expenses for incidental technical costs, in particular for special materials, production of samples, photos, intermediate shots, reproductions, typesetting, printing, etc. shall be reimbursed by the client.
i. Costs and expenses for trips to be undertaken in connection with the order shall only be invoiced if the trip has been agreed with the client.

5. liability for defects
a. With the approval of drafts, final versions or working drawings by the customer, the customer assumes responsibility for the correctness of the image and text. HwD shall not be liable for the drafts, final versions or working drawings approved by the customer.
b. HwD shall not be liable for the admissibility of the drafts under competition and trademark law or for their registrability. The templates provided by the client (e.g. photos, texts, models, samples, etc.) shall be used by HwD on the condition that the client is authorized to use them.
c. Insofar as HwD commissions necessary external services, the respective contractors/contractual partners are not vicarious agents of the designer. Liability for the performance of the work results of such contractors/contractual partners is excluded, insofar as this does not conflict with the statutory provisions.
d. HwD shall be liable in accordance with the statutory provisions insofar as the client asserts claims for damages based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as HwD is not accused of intentional breach of contract, the liability for damages shall be limited to the foreseeable, typically occurring damage. HwD shall be liable in accordance with the statutory provisions if it culpably breaches a material contractual obligation; in this case, however, the liability for damages shall be limited to the foreseeable, typically occurring damage. Any further liability is excluded, regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from culpa in contrahendo, other breaches of duty or tortious claims. As soon as the liability for damages against HwD is excluded or limited, this shall also apply with regard to the personal liability for damages of our employees, workers, staff, representatives and vicarious agents.
e. In the event of defective delivery, HwD reserves the right to rectification and/or replacement delivery.

6. ownership – copyright
a. HwD retains ownership of the delivered goods until receipt of all payments except for the delivery contract. If the customer acts in breach of contract, in particular in the event of default of payment, HwD shall be entitled to take back the delivered goods. Taking back the delivered goods shall constitute a withdrawal from the contract. After taking back the purchased goods, HwD is authorized to dispose of them.
b. The items used by the customer to manufacture the contractual products, in particular data, negatives, lithographs, etc., remain the property of HwD, even if they are invoiced separately, and can only be used by HwD. All drafts, sketches, samples etc. must be returned to HwD, even if they are not realized. In the event of any other further use – even if only in part or in extracts – written permission must be obtained from HwD. The copyrights and rights of use remain with HwD. The rights of use may only be assigned to the customer with the written consent of HwD. An additional fee for the purpose of transferring these rights is a prerequisite for passing them on.

7. retention and surrender of documents
HwD shall retain the documents handed over to it in connection with the execution of an order and the documents it has produced itself, as well as the correspondence relating to the order, for 10 years. After satisfying its claims arising from the order, HwD shall, at the request of the client, return all documents received from or for the client in connection with its activities for the order.

8. confidentiality
In accordance with the law, HwD is obliged to maintain confidentiality about all facts that become known in connection with its activities for the client, regardless of whether these relate to the client itself or its business relationships, unless the client releases it from this confidentiality obligation.

9. final provisions
a. If the customer is a merchant, the place of jurisdiction shall be determined by the agency headquarters of HwD.
b. The law of the Federal Republic of Germany shall apply.
c. Unless otherwise stated in the order confirmation, the agency headquarters of HwD shall be the place of performance.
d. Should one or more of the above provisions be invalid, this shall not affect the validity of the remaining provisions