I. Basic Contract Principles
1. All orders placed with us are based in rank on the following: the contents of a contract concluded between the parties, the order confirmation, the offer, these General Terms of Business, the legal provisions of the German Civil Code (BÃ¼rgerliches Gesetzbuch) of the Federal Republic of Germany, especially the provisions of Hire and Works Contract Law, the Fee Structure for Architects and Engineers.
2. Any variations from these Terms of Business require written agreement.
II. Contents of Contract
1. All supplies and services are subject to the Terms below. These also apply to all future legal relationships between us and the Client. Any contractual Terms by the Client will only become part of this contract if acknowledged in writing by us.
2. Approval of our supplies will constitute an acknowledgement of these General Terms of Business.
III. Offers, Offer and Draft Documentation
1. Unless otherwise stated in the Offer, it will be without commitment.
2. If offers are drawn up based on information supplied by the Client and documents supplied bythe relevant exhibition authorities, we do not accept any liability for the correctness of information and documents received, unless their incorrectness or unsuitability remains
undiscovered due to intent or gross negligence.
3. Offers, plans, drafts, drawings, production and installation documentation as well as descriptions of event concepts with all attaching rights will remain our property, unless explicitlystated otherwise in writing. The Client undertakes to refrain from utilizing them in any othershape or form, specifically by copying or distributing or passing them on to third parties and byundertaking any changes without tour express of consent. In case of breach of this obligation by the Client, he undertakes, regardless of any further cessation and compensationclaims, to pay for the cost of drawing up these documents, plus a suitable fee for their utilization.
IV. Contract Conclusion
1. This contract will be concluded by way of our written order confirmation. However, orders placed will also be deemed accepted if not refused within one month from receipt. The obligation to refrain as per item III,3. of these Terms remains unaffected by the placing of any order or the conclusion of any extended contract.
1. Offer prices are valid only upon placing a complete order for all items offered.
2. All prices are quoted strictly net ex place of production or shipping depot and do not includepackaging, freight, postage, insurance etc.
3. Offer prices are valid for 4 months from contract conclusion. After expiry of these 4 months, we are entitled to pass on any increases in price by the producer or supplier or in wages tothe Client. The Client may cancel the contract if the price exceeds the price at the time ofconcluding the contract by more than 5%.
4. If commencement, progress or completion of the works is delayed for reasons outside our responsibility, he will be entitled to charge any additional expenses arising from this separately. The charge rates for working hours (including travel and loading times), vehicle appliances, material costs and other prices chargeable by us will be those valid on theday of execution.
5. Supplies not taken into account inside the offer which are undertaken at the Clientâ€™s request, orany additional expenses incurred due to incorrect information supplied by the Client or the event organiser, or due to delays in transport through no fault of his own, or due to inadequate hall or surface conditions, preparatory supplies being finished late or unprofessionally by third parties unless they are our fulfilment assistants – will be invoiced to the Client separately.The calculation basis applicable will be item V.4. of these Terms.
6. Supplies and errands undertaken for the Client at his request within the scope of planning andundertaking his participation in the exhibition are payable separately. For any amounts so incurred, we are entitled to charge an advance commission. We are further entitled to assign such supplies in the name of the Client to third party contractors.
VI. Delivery Time and Installation
1. If no express deadline has been agreed for the commencement and completion of the works, thecompletion/delivery date stated will only be deemed an estimate.
2. In case of any changes or rearrangements to the operations introduced by the Client after conclusion of this contract, even confirmed completion/delivery dates will no longer be binding. Thesame goes for any impediments occurring through no fault of us, especially for any ofthe Clientâ€™s documentation and materials being made available late.
3. Should any business interruptions occur through no fault of us or our own supplier or subcontractor, specifically walk-outs, strikes and lock-outs and cases of force majeure based onunpredictable events or occurrences which are not his fault, and leading to serious interruptions in operations, the delivery/completion deadline will be extended accordingly. If due to the statedinterruptions it becomes impossible to fulfil the contract, both parties are entitled to withdraw fromthe contract. In this case, we will be entitled to payment for supplies provided to that date, where supplies provided also include any claims by third parties we have placedorders with believing the contract could be brought to its conclusion. Any further claims forcompensation will be excluded from both parties.
VII. Freight and Packaging/Transfer of Risk
1. Our products, unless otherwise agreed, always travel at the Clientâ€™s cost and risk. Any packaging required and considered necessary by the Client will be charged separately. The same applies to the Clientâ€™s delivery items.
2. Clientâ€™s items to be used during production or installation have to be delivered by the agreed deadline, carriage paid to his site or the installation site. Such items will be returned, unless otherwise agreed, carriage unpaid ex works or processing site, at the Clientâ€™s risk.
3. Any risk is transferred to the Client, unless otherwise agreed, once goods leave our premises or are put at the Clientâ€™s disposal. This also applies to any cases where carriage- paiddelivery has been agreed.
4. If any goods ready for shipment cannot be shipped due to any reasons being the Clientâ€™s responsibility, risk is transferred to the Client the day the goods are ready for shipment. Our duties will be deemed fulfilled after delivery of a Ready for Shipment notice to the Client.
1. Approval or handover will as a rule take place formally and immediately upon completion. The Client undertakes to be present on the day of approval himself, or to have himself representedby an authorised representative. In this respect, it is expressly acknowledged that in special cases,even an approval deadline of one hour before commencement of the exhibition is not anunreasonable one.
2. Any possible partial supplies still outstanding or defects claimed will be made good or corrected assoon as possible. Unless they onsiderably impede the function of the contract item, these will notconstitute any entitlement to refuse approval.
3. If the Client starts using the supplies provided, or a part, without any prior formal approval, theapproval will be deemed to have been granted by way of this use.If supplies and services have been put at the Clientâ€™s disposal by us on a rental base, then on our request, a formal handover of the hire item is to take place immediately upon the exhibition ending. The Client undertakes to be present at this handover, or to havehimself represented by a duly authorised representative.
1. The warranty provided is in accordance with the German Civil Code (BÃ¼rgerliches Gesetzbuch) provisions concerning WorkContracts, in case of provision by way of hire in accordance with hire contract regulations.
2. By way of warranty, the Client can only ever demand remedial work to start with. The type andmanner of appropriate remedial work is in our discretion. The We may at anytime choose to supply replacement items. Any further claims, especially claims for loss or withdrawal from the contract, can only be claimed by the Client in case two attempts at remedial work have failed due to the same defect.
3. The warranty does not extend to such defects occurring with the Client due to natural wear andtear, damp, intense heat or improper handling or unsuitable storage. The same applies to thewarranty not extending to reasonable variations in shape, dimensions, colour and texture ofmaterials.
4. The Client undertakes to immediately inform us of any defects and to give him an opportunity to come to any appropriate conclusions.
5. In case notification of defects is reported late, or no provisos due to known defects were made atthe time of approval, any entitlements to warranty will lapse in their entirety.
6. Warranty entitlements will also lapse in case the Client undertakes changes himself, or if hemakes it difficult or impossible for us to establish and remedy the defects, which as a rule applies to any notifications of defects once the exhibition has ended.
1. Claims arising from defects and for compensation for errands undertaken in the name of the Client by way of supplies and services by third parties are excluded, unless we have breached his duty of care when choosing such third parties.
2. We are not responsible for the exhibitorâ€™s goods, unless storage has expressly beenagreed in writing. In this case, we will only be responsible up to the limits covered byinsurance.
3. In case the subject of the contract consists of plans and drafts only, we will only be responsible for being able ourselves to realise these plans or these drafts appropriately. Any furtherclaims will be excluded.
4. No responsibility is accepted for free-of-charge advice, information, or any other free-of- chargesupplies.
5. Claims for compensation concerning damages of any kind, even in respect of such damages not having occurred with regard to the contract item itself, for instance from delay, breach of duty or unauthorised actions, are excluded, unless damage was caused due to intentional or grossly negligent actions, and insofar as by excluding such compensation claims, fulfilment of the contract is not prevented or jeopardised. This limitation of liability applies to the same extent to our fulfilment and operations assistants. Claims for damages arising from injury to life, body and health as well as claims under Product Liability Law remain unaffected.
6. The Client is liable for all items he is provided with on a hire or rental basis, including the exhibition stand, for an amount of up to a total reconstruction costs, or, in case of loss, of up to theamount of the cost of a new replacement item.
1. For any type of transport arranged or undertaken by the Client, the shipped items will only beinsured, to the value of purchasing them as new, at the express instruction of the Client, and athis cost.
2. We have to be notified of any damage incurred in transit immediately. In case ofshipment via forwarding agents, any damage is to be marked on the consignment note, in case of shipment by train, a confirmation concerning the damage has to be requested from the
RailwayOffice, and sent to us.
3. Any of the Clientâ€™s items taken in by us for storage under a written agreement, unless otherwise agreed, will be insured at the Clientâ€™s expense, for the duration of suchstorage, for the cost of newly acquiring such items, against fire, water damage and burglary.
XII. Credit basis
1. A condition of our duty to supply is the Clientâ€™s creditworthiness. In case theClient has supplied incorrect or incomplete details as far as he personally or his creditworthinessis concerned, or he has ceased his payments, or bankruptcy or composition proceedings have
been applied for over his assets, weare not obliged to provide any supplies. In suchcases, we may demand cash in advance or other suitable securities to safeguard his fee entitlements. If the Client does not comply with these requests, we may terminatethis
contract for important reasons in accordance with item XVII. of these Terms, or can withdrawfrom the contract and claim compensation. With regard to the level of such amounts, provisions asper item XVII.1. of these Terms apply.
XIII. Retention of Title
1. All delivery items will remain our property until all liabilities under the contractual relationship between the parties have been completely met.
2. Without our express agreement, the Client is not entitled to sell on the RetainedTitle Goods, or to process or use them in any way. Irrespective of this, the Client assigns any entitlements to payment arising from any resale of the Retained Title Goods to us at this
point. We accept this assignment.
XIV. Protective Rights, Drafts, Drawings
1. Plans, drafts, drawings, production and installation documentation, concept descriptions etc.including all their attaching rights remain our property, even if they have been handed to the Client. Any transfer of ownership rights and rights of use require express written agreement.
2. Unless otherwise agreed in writing, changes to plans, drafts, concepts etc. may only be undertaken by us. This also applies if such documentation has become the Clientâ€™s property.
3. If any materials or documentation for producing the contract item are handed over by the Client, the Client warrants that by producing and undertaking the supply of works as per hisdocumentation, no third party protective rights are infringed upon. We are not obliged tocheck whether details and documentation handed over by the Client for production and supply are infringing on any third party protective rights. The Client undertakes to immediatelyindemnify us from any possible claims for damages by third parties and to pay anydamages arising from the infringement of any protective rights.
XV. Terms of Payment
1. Unless otherwise agreed, any amounts invoiced are immediately due for payment upon receipt ofthe invoice. No deductions of any kind whatsoever apply, advance payments are not liable topayment of interest.
2. Unless otherwise agreed, we are entitled to issue interim invoices or to request payments in part. As a rule, one third of the order sum is payable on placing the order, one third in the interimand one third on handover of the stand.
3. In case the Client does not meet his obligation to pay or not in due manner, he shall not be allowed to use our supplies. In case services are rendered or an exhibition booth is let on a rental base the Client is under obligation to give back possession of the let ervices and material to us without delay on simple request.
XVI. Set-off and Assignment
1. Any set-off against disputed and not legally acknowledged counter demands by the Client isexcluded. The same applies to claiming retention rights.
2. The Clientâ€™s rights arising from this contractual relationship are only transferable with our prior consent.
1. Should the Client terminate or rescind from the contract, we are etitled to the agreed compensation for all services rendered up to that moment. (hier fehlt noch was!) In regards to services not rendered yet the parties agree to 40% of the contractual compensation as savings of expenditure to be taken into account of the entitlement for compensation, unless the client proves that higher expenses have been saved by us.
2. The right to terminate for an important reason remains unaffected, under the condition however that prior to this, an appropriate demand in writing to remove this important reason within areasonable period of time has been made, and that this deadline has passed without any success.
3. An important reason in particular is the Client not fulfilling his obligations to pay, or breaching hisobligations to refrain under these Terms.
4. In case of a termination for an important reason by us or withdrawal due to reasons in the Clientâ€™s responsibility the regulation of paragraph 1 applies. The Client remains at liberty to show that no damage has arisen, or notto the extent claimed. This does not preclude any claim for further damages.
XVIII. Data Protection
1. Please note that under the scope of this business relationship or in connection with it, personal data, no matter whether they originate with us ourselves or with third parties, will beprocessed in accordance with the Federal Data Protection Law.
XIX. Place of Performance and Court of Jurisdiction
1. Place of Performance and Court of Jurisdiction for any disputes arising between the parties fromthis contractual relationship is our base, as long as the Client is a Commercially Registered Merchant, a legal entity of public law or of separate estate public law. The contractual relationship is subject to German Law.
XX. Final Clauses
1. In case any individual provision is invalid either partially or in its entirety, the effectiveness of all other provisions remains unaffected.