I. Basis of contract
The following General Terms and Conditions (GTC) govern the relationship between the commissioned company (“Contractor”) and its customer (“Client”) insofar as the Client is an entrepreneur within the meaning of § 14 BGB (German Civil Code). They shall apply exclusively to all offers, deliveries and services of the Contractor vis-à-vis the Customer, subject to individual agreements or arrangements to the contrary between the contracting parties.
The reference to the customer’s general terms and conditions of business in the form is objected to.
II. conclusion of contract
- The contract is concluded upon signing of the contract document or the written order confirmation of the Contractor.
- The Contractor’s information designated as “cost framework”, “cost sketch” or “rough cost calculation” is non-binding.
III. leasehold transfer
- If objects belonging to the Contractor have been lent or rented to the Client, the rented object must be formally returned immediately after the end of the trade fair or event at the Contractor’s request. The Client is obliged to attend the return date or to be represented by a duly authorized representative.
- The client must treat items that have been lent or rented in this way with care and return them immediately after the end of the event.
- Confirmations of return by the Contractor shall always be made only subject to specific verification.
- Unless otherwise expressly agreed, rental charges are calculated on the basis of calendar days. The start of the rental period is the day of handover, the end of the rental period is the day of return of the rental object. Insofar as the client is responsible for a delayed return of the rental object, the full rental fee of one day shall be owed for each additional day.
- The Contractor shall be entitled to demand a reasonable deposit for the duration of the rental of items. The deposit is non-interest bearing.
- All prices and price quotations are understood to be in EURO, even without express designation as such, excluding statutory taxes and duties and excluding any other ancillary duties under public law that may be incurred.
- The offer prices are valid only for undivided order.
- The offer prices are valid for 4 months from the date of conclusion of the contract. If delivery periods exceeding these 4 months have been agreed, the Contractor shall be entitled to pass on to the Customer any price increases of the manufacturers or suppliers or wage increases. The client may withdraw from the contract if the price is more than 5% higher than the price at the conclusion of the contract. In this case, the Contractor shall be entitled to remuneration for the services rendered up to that point, whereby the services rendered shall also include claims of third parties which the Contractor has commissioned in reliance on the performance of the contract. Further claims are excluded on both sides.
- If the start or continuation of performance is delayed for reasons for which the Contractor is not responsible, the Contractor shall be entitled to charge separately for any additional expenses incurred as a result. The Contractor’s calculation rates valid on the day of execution shall then apply.
- Services not estimated in the offer, which are carried out at the request of the client or additional expenses, which are caused by incorrect information of the client, preliminary services of the client or other third parties, which are not vicarious agents of the contractor, will be invoiced additionally to the client. The obtaining of necessary official permits, concessions or other approvals shall only be part of the offer if this is expressly stated. The same applies to customs formalities for deliveries abroad.
- Services and errands performed for the Client at the Client’s request in connection with the planning and implementation of exhibition participations shall be remunerated separately. The Contractor shall be entitled to charge a presentation commission for amounts disbursed to this extent. The Contractor is further entitled to subcontract such services to third party companies on behalf of the Customer.
- Insofar as services are provided at trade fairs, the offer prices do not include the effort and costs for supplies and services that must be used exclusively by trade fair companies or third parties commissioned by them, such as forwarding services on the trade fair grounds (e.g. transport on the trade fair grounds, provision of forklifts and lift trucks, handling of empties, disposal, etc.), unless these services are expressly mentioned in the offer.
- If no express deadline has been agreed for the start of execution or completion, the stated completion/delivery date shall only be approximate.
- Any changes or alterations to the execution of the contract made by the customer after the contract has been concluded shall also render firmly agreed execution/delivery dates non-binding. The same shall apply to obstructions for which the Contractor is not responsible, in particular for the untimely provision of documents and materials of the Customer.
- If disruptions in business operations occur for which the Contractor or its upstream suppliers or subcontractors are not responsible, in particular cases of force majeure, strike and lockout, which are based on an unforeseeable event for which the Contractor is not responsible and which lead to serious disruptions in operations, the delivery/completion period shall be extended accordingly. If the fulfillment of the contract becomes impossible due to the aforementioned disruptions, both parties are entitled to withdraw from the contract. In this case, the Contractor shall be entitled to remuneration for the services rendered up to that point, whereby the services rendered shall also include claims of third parties which the Contractor has commissioned in reliance on the performance of the contract.
- The Contractor’s products and (delivery) items shall always travel at the expense and risk of the Client, unless otherwise agreed. Unless specifically instructed, the Contractor shall determine the shipment at its discretion without responsibility for the cheapest and fastest way. Any packaging requested or deemed necessary by the Contractor shall be invoiced separately. For transports arranged by the customer, the goods to be shipped will only be insured at the express instruction and expense of the customer. Unless otherwise agreed, all risk shall pass to the Client when the goods leave the Contractor’s premises or otherwise when they are made available to the Client. This shall also apply in cases where carriage paid delivery has been agreed.
- Objects of the Customer which are to be used in the performance of the service must be delivered free to the place of use on the agreed date. The Contractor shall not be obliged to return such items. If he is commissioned by the customer with the return delivery, this shall be made carriage forward from the place of use at the risk of the customer.
- If the goods ready for shipment cannot be delivered or made available to the customer for reasons for which the customer is responsible, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer on the day on which the goods are ready for shipment. The Contractor’s services shall be deemed to have been rendered after delivery of the notice of readiness for shipment to the Customer.
- If goods to be shipped or exhibits of the Customer are to be (co-)transported, the above provisions shall apply accordingly.
VI. credit basis
The creditworthiness of the Customer is a prerequisite for the Contractor’s performance obligations. If the Customer has provided incorrect or incomplete information regarding the facts that determine its creditworthiness or has suspended its payments, the Contractor shall not be obliged to provide the service. In such cases, the Contractor may demand advance payment or other suitable security for the claim to remuneration. If the Customer does not comply with this request, the Contractor may terminate the contract for good cause in accordance with Section XVI of these Terms and Conditions or withdraw from the contract and claim damages. With regard to the amount, the provision under clause XVI., item 2. of these terms and conditions shall apply.
VII Acceptance / Handover
- Acceptance or handover regularly takes place formally and immediately after completion. The Customer undertakes to attend the acceptance meeting itself or to be represented by a duly authorized representative. It is expressly acknowledged that in special cases an acceptance date one hour before the start of the trade fair is not unreasonable.
- If the client has used the service or a part of the service without prior formal acceptance, acceptance shall be deemed to have taken place with the act of use, unless defects are previously notified that prevent acceptance.
- Any outstanding partial services or notified defects shall be made good or remedied as quickly as possible. Provided that they do not significantly impair the function of the subject matter of the contract, they shall not entitle the customer to refuse acceptance.
- If the service consists of the planning and/or execution of events, the acceptance shall take place regularly on the occasion of dress rehearsals or trial runs. This shall not apply to planning services which are deemed to be completed and ready for acceptance upon receipt by the customer.
VIII. Set-off and assignment
A set-off or the assertion of a right of retention by the client can only be made with undisputed, legally established or ready for decision claims. This shall not apply if the claim originates from the same contractual relationship against which it is to be set off.
The rights of the Customer arising from this contractual relationship shall only be transferable with the prior consent of the Contractor.
IX. Liability for defects
- Liability for defects shall be governed by the statutory provisions unless otherwise agreed in these General Terms and Conditions.
- If there is a defect for which the Contractor is responsible, the Customer may initially only demand subsequent performance in the form of rectification of the defect. The manner of proper rectification shall be at the discretion of the Contractor. The Contractor shall be free to make a replacement delivery at any time.
- The limitation period for claims for defects of the Customer against the Contractor shall be one year, calculated from the passing of risk. The foregoing limitations shall not apply to claims for damages or reimbursement of expenses based on gross negligence, intent or breach of contractual obligations whose proper fulfillment is essential to the performance of the contract and on whose fulfillment the customer may regularly rely (hereinafter: “cardinal obligations”). They shall also not apply insofar as claims for damages or reimbursement of expenses due to injury to life, limb or health or claims based on the Product Liability Act are concerned.Insofar as a cardinal obligation is negligently breached, the Contractor’s liability shall be limited in amount to such damages and expenses as are typically associated with the contract and are foreseeable.Insofar as not expressly declared in writing, product descriptions, samples or presentations shall not constitute warranty declarations or assurances of properties.
- The Contractor’s liability for damages and expenses based on simple negligence shall be excluded unless the claims are based on the breach of contractual obligations, the proper fulfillment of which is a prerequisite for the execution of the contract and on the fulfillment of which the Client may regularly rely (hereinafter: “cardinal obligations”) or claims for injury to life, body or health are affected. Claims which find their basis in the Product Liability Act shall also remain unaffected. In the event of a claim for payment, the Customer’s claims to interest on arrears shall remain unaffected by the above. The same shall apply to the claim of the principal of a claim for remuneration to the lump sum pursuant to Section 288 (5) of the German Civil Code (Bürgerliches Gesetzbuch – BGB) or to compensation for the damage resulting from the costs of legal action.
- Insofar as a cardinal obligation is negligently breached, the Contractor’s liability shall be limited in amount to such damages and expenses as are typically associated with the contract and are foreseeable.
The aforementioned shall also apply to breaches of duty by the Contractor’s vicarious agents and legal representatives.
- The Client shall be liable to the Contractor for all items loaned or rented to him, including the exhibition stand, up to the total amount of the restoration costs or the new acquisition value (in the event of destruction and loss).
- For transports arranged or carried out by the client, the goods to be shipped will only be insured to the amount of the replacement value on the explicit instruction and at the expense of the client.
- Obvious transport damage must be reported to the contractor immediately. In the case of forwarding shipment, obvious damage must be noted immediately on the bill of lading; in the case of rail shipment, a railroad official certificate of damage must be requested and sent to the contractor. Claims against the transport company shall be assigned to the contractor upon request.
- Unless otherwise agreed, goods of the Customer accepted for storage by the Contractor on the basis of written confirmation shall be insured by the Contractor at the Customer’s expense against fire, water damage and burglary for the duration of the storage in the amount of the new acquisition value.
XII Retention of title
- All delivery items and performance results to be transferred shall remain the property of the Contractor until all liabilities arising from the contractual relationship between the parties have been fulfilled in full.
- Any transfer of rights of use and exploitation shall only become effective upon complete fulfillment of all liabilities arising from the contractual relationship between the Parties.
- Without the express consent of the Contractor, the Customer shall not be entitled to resell the reserved goods or any processing or treatment thereof. Irrespective of this, the Customer hereby assigns to the Contractor claims from a resale of the reserved goods in the amount of the final invoice amount (value of the delivery including VAT). The Contractor accepts this assignment.
XIII. exploitation and use rights , conception
- Offers, plans, drafts, drawings, production and assembly documents, concept descriptions, descriptions of exhibition and event concepts; artwork and film material of the Contractor shall remain the property of the Contractor with all rights, even if they have been handed over to the Client. In this respect, they are entrusted to the client within the meaning of § 18 UWG. The client undertakes to refrain from any other exploitation in all forms, in particular copying and distribution, making changes, passing on to third parties or direct or indirect reproduction. Any transfer of rights of use beyond those required for the fulfillment of the contract and irrespective of whether or not industrial property rights or copyrights exist shall require express written agreement.
- Unless otherwise agreed in writing, changes to plans, drafts, concepts, etc. may only be made by the contractor. This shall also apply if these documents have become the property of the customer.
- The Client shall be presumed to have breached its obligations under this section if it holds exhibitions or events that are substantially in accordance with the Contractor’s plans and concepts. The client is then at liberty to provide evidence to the contrary.
- The Contractor shall be entitled to claim damages in the amount of 50% of the agreed rental price in the event of a breach of the obligations set forth in this section in the event of rental of the results of performance, in particular in the event of unauthorized reconstruction. The customer shall be at liberty to prove that no damage or no damage in the amount stated has been incurred.
- If materials or documents are handed over by the client for the provision of the services, the client shall guarantee that the production and delivery of the services provided in accordance with his documents do not infringe the industrial property rights or copyrights of third parties. The Contractor shall not be obligated to verify whether the information and documents provided by the Customer infringe the industrial property rights of third parties. The Customer shall indemnify the Contractor against all claims arising from an infringement of such industrial property rights or copyrights.
- The contractor is entitled to record the event and to use the recordings together with background information about the project for the purpose of documentation as well as own PR.
- If requested by the contractor, the client is obliged to name the contractor in all publications.
XIV Termination of contract
- The client is entitled to terminate the contract at any time.
- If the Client terminates the contract without the Contractor having given good cause for this, the Contractor shall in this case be entitled to remuneration for the services rendered up to that point, whereby the services rendered shall also include claims by third parties which the Contractor has commissioned in reliance on the performance of the contract. With regard to services not yet rendered, 40% of the remuneration agreed for them shall be agreed as saved expenses. The Contractor shall have this rate credited against its claim to remuneration unless the Contractor proves that only lower expenses were actually saved. Conversely, the Client shall be at liberty to prove that the Contractor has been saved higher expenses.
- The right to terminate for cause remains unaffected. The prerequisite is that a corresponding written request for the elimination of the good cause has been made within a reasonable period of time and the deadline has passed without success. Good cause shall be deemed to exist, in particular, if the Customer has persistently or grossly breached its contractual obligations and, in particular, fails to duly meet its payment obligations despite being requested to do so.
- In the event of termination for cause by the Contractor or withdrawal for reasons for which the Client is responsible, the above provision of paragraph 2. shall apply accordingly. The customer shall be at liberty to prove that no damage was incurred or that the damage was not incurred in the amount stated. The assertion of further damages is not excluded.
XV. Final Provisions
The place of performance and jurisdiction for all disputes arising from the contractual relationship shall be the Contractor’s registered office, insofar as the Client is a registered trader, a legal entity under public law or a special fund under public law or the Client has its registered office abroad.
The contractual relationship shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and private international law.
General Terms and Conditions – Status 2023