§1. Scope of application
1.1. These General Terms and Conditions (hereinafter referred to as “GTC”) apply to the existing legal relationships between Exhibit Services GmbH (hereinafter: “Contractor”) and the Client for all offers, contracts, services and deliveries of the contractor. The details of placing an order are based on the contracts concluded between the client and the contractor, subsequently agreements made are subject to these terms and conditions.
1.2. The terms and conditions apply only to entrepreneurs.
1.3. These terms and conditions apply exclusively. Conflicting or deviating terms and conditions of the client are not accepted, unless the contractor has expressly agreed to their validity in writing. The acceptance of a counter-confirmation of the client with reference to his General Terms and Conditions does not constitute such consent. The GTC also apply if the contractor performs services and deliveries in the knowledge of conflicting or deviating general terms and conditions of the client.
1.4. The terms and conditions apply in their valid version at a time for all future legal transactions with the client. For these follow-up transactions, the contractor gives the client the opportunity to take reasonable note of these GTC.
1.5. The contract language is German. Only the law of the Federal Republic of Germany applies.
§2. Contract provisions
2.1. The offers of Exhibit Services GmbH are non-binding. Verbal and telephone agreements require a written confirmation to be valid.
2.2. The scope of deliveries is determined by the written order confirmation. If such is not available, the anticipated offer shall prevail. Additional agreements and changes require written confirmation.
2.3. The written correspondence shall be in the form of fax or e-mail. Invoicing can be done electronically as a PDF.
2.4. Costs for booth design and presentations in advance of an order are calculated according to the overall offer or at cost. The copyright of any designs remains with Exhibit Services GmbH until the formal order is issued.
2.5. Free and unused design proposals may be used by Exhibit Services GmbH as illustrative objects for advertising purposes.
2.6. Dimensions, weights, illustrations, descriptions and drawings as well as other documents are only approximate unless they have been expressly guaranteed as binding. Slight variations in the condition of the material, dimensions and shapes are permitted.
§3. Delivery and service dates / assembly
3.1. The dates specified in the offer or the order confirmation for the delivery of the goods or the provision of services by the contractor are non-binding planned dates. These deadlines only apply as binding deadlines if they are expressly designated as such, but not before clarification of all necessary technical questions arising in this connection and provision of all documents, information etc. to be procured by the client.
3.2. Unless agreed otherwise, the contractor’s services shall be performed by making the goods available to the client at the named place of delivery. If no specific place of delivery has been agreed upon and more than one post is considered, the contractor may choose the one most suitable for the purpose.
3.3. The observance of the binding dates presupposes the punctual receipt of all documents to be delivered by the client as well as the adherence to the agreed conditions of payment and other obligations. If these conditions are not met in time, the delivery date will be extended by the duration of the delays. The same applies to the occurrence of delays caused by circumstances beyond the control of the contractor or the client, in particular force majeure, terrorist acts, official orders, strikes, lockouts, fire, war, energy failure, accidents, water shortages and natural disasters.
§4. Terms of payment and reservation of ownership
4.1. Decisive are the prices stated in the order confirmations plus the statutory VAT. If after confirmation of the order it becomes apparent that the claim for payment is jeopardized due to lack of solvency of the client, the contractor can refuse the service in question and give the client a deadline for payment against deliveries and security deposit. If the deadline expires, the contractor is entitled to withdraw from the contract and to claim damages. The deadline may be waived if the client finally and seriously refuses or if special circumstances exist which justify the immediate resignation weighing the interests of both parties.
4.2. Plans, drafts and drawings as well as required ancillary services are basically included in the offers, unless special arrangements are made. For additional services and deliveries commissioned, the client agrees to the reasonable calculation of overtime surcharges and special costs. All designs and drawings, models and samples are subject to separate, reasonable compensation if the order is not placed.
4.3. The quotes, which include in particular flat rates and fixed prices, are valid only if the order remains undivided. All payments and prices are exclusive of VAT. For deliveries from or to foreign countries, any applicable duties and customs might apply and be added.
4.4 Due date: 50% of the order value when placing the order, 30% with the start of production and 20% on acceptance & handover.
4.5. The delivered goods remain the property of Exhibit Services GmbH until full payment of the agreed price. Unless agreed otherwise, the invoices are to be paid net within 10 days of the invoice date. If the client is in arrears with a payment of more than two months, the contractor is entitled to withdraw from the contract after a reminder, the expiry of a reasonable period. Consequently, the contractor may demand compensation for the resulting damage as well as default interest after exceeding the specified payment deadline. If the parties have not set the appropriate interest rate, the contractor is entitled to demand an annual interest rate of 6 percentage points above the respective base rate.
4.6. The acceptance or handover is carried out formally and immediately after completion. The client agrees to take part at the date of acceptance or to be represented by a duly authorized representative. In that regard, it is expressly recognized that in special cases, an acceptance date one hour before the start of a fair is not inappropriate.
§5. Liability for defects
5.1. The client must notify defects in writing without delay, but no later than one week after acceptance or handover of the goods/booth. The liability for defects is governed by the provisions of the Civil Code. If the notice of defects is received late or if complaints to known defects were not made during acceptance, the liability for defects expires entirely.
5.2. In principle, the client can initially only demand supplementary performance in the form of improvements. The manner of proper improvements is at the discretion of the contractor. The contractor is entitled to improvements at any time. Further claims, in particular claims for reduction or withdrawal from the contract, may be asserted by the client if two attempts at improvements have failed because of the same defect.
5.3. The liability for defects does not extend to such defects occurring due to natural wear and tear, dampness, excessive heating, improper handling or improper storage. In the same way, the liability for defects does not extend to reasonable deviations in the form, dimensions, color and condition of the material.
5.4. Claims of the client resulting in expenses for a supplementary performance, in particular transport, travel, labor and material costs, are excluded when caused because the object of defect has been subsequently transferred by the client or a third party to another location, unless the shipment of the object complies with the intended use or has been agreed with the contractor upon conclusion of the contract.
5.5. Claims of the client due to defects expire in 12 months. This does not apply insofar as the law stipulates longer periods in § 438 (1) no. 2, 479 (1) and 634a (1) no. 2 federal law, namely for buildings and property for buildings, recourse claims and construction defects.
5.6. The liability for defects shall also lapse if the client himself makes changes or makes it more difficult or impossible for the contractor to determine and remedy the defects, which is usually the case in the case of a notice of defects after the end of the trade fair for defects that have occurred or become known during the trade fair.
5.7. The contractor shall bear all risks of loss or damage to the goods until delivery of the goods. If the client has failed to notify the contractor of a place for taking over the goods, the client bears all risks of loss or damage to the goods from the agreed delivery date or from the expiry of the agreed delivery period, provided that the goods are clearly identified as the contractual goods.
5.8. The contractor shall be liable for other damages, except when differently provided by a guarantee, exclusively in accordance with the following provisions:
5.8.1. The contractor shall be liable in accordance to the statutory provisions for damages caused by malicious behavior and for damage caused by intent or gross negligence on the part of the contractor’s legal representatives, executives and sub-contractors.
5.8.2. The contractor shall be liable for compensations with the exception of damage resulting from delay, limited to the amount of the contractually typical, foreseeable compensations from a slightly negligent breach of essential contractual obligations and for damages caused by simple sub-contractors of the contractor intentionally without breach of essential contractual obligations.
5.8.3. In the event of a slightly negligent delay by the contractor, the latter shall be liable for no more than 0.1% of the order value per full hour when a binding delivery date has been agreed. The compensation due to delay is limited to 5% of the order total.
5.8.4. Following the alternatives under 5.8.2., the contractor is not liable for loss of profit, indirect damage, consequential damage and claims of third parties, with the exception of claims arising from the infringement of property rights of third parties.
5.9. A contributory negligence on the part of the client is to be offset against the amount of any claim for damages.
5.10. Incidentally, any liability of the contractor is excluded.
6.1. The client has to treat the rented objects given to him with care and to announce any damages immediately.
6.2. It is the client’s responsibility to insure the rented goods against damage in transit.
6.3. The return of the rental object is regarded to have taken place when the object is handed over in a proper condition to the contractor or at a separately agreed place.
6.4. If the agreed rental period is exceeded, the contractor is entitled to demand compensation for use in the amount of the agreed rent until the actual return of the rental object. Any other claims for damages hereby remain unaffected.
7.1. For shipments initiated or carried out by the contractor, the goods to be shipped are insured only at the express instruction and costs of the client in the amount of the new procurement value. The client is responsible for the transport insurance of his goods and merchandise.
7.2. Transport damage must be reported to the contractor immediately. For forwarding shipments damage must be noted immediately on the bill of lading.
7.3. Unless agreed otherwise, in the course of the storage, the contractor insures the client’s property against fire, water damage and burglary in the amount of the new procurement value.
§8. Protection and rights of use
8.1. Plans, drafts, drawings, production and assembly documents, concept descriptions as well as descriptions of exhibition and event concepts, etc. remain the property of the contractor with all rights, even if they have been handed over to the client. A transfer of rights of use, necessary to fulfill the contract, regardless of whether or not special protection rights (such as copyrights) exist, requires express written agreement. The client undertakes to refrain from any other use in all forms, in particular duplication and distribution, the disclosure to third parties or the direct or indirect reproduction, if this is not necessary for the performance of the contract.
8.2. It is presumed that the client has violated the obligations under 8.1. when performing exhibitions or events that are substantially in accordance with the contractor’s plans and concepts. Subsequently, it is up to the client to present opposing evidence.
8.3.In the event of a breach of the obligations listed in 8.1., the contractor shall at least be entitled to additional remuneration for the planning, design and design services, the amount of which shall be calculated in accordance with the provisions of the HOAI. Further claims for damages remain unaffected.
8.4. Furthermore, in the event of an infringement of the obligation stated above under 8.1., the contractor shall be entitled to claim damages in the amount of 50% of the agreed rental price if the performance results are leased, in particular in the case of a replica. The client remains at liberty to prove that damage has not occurred or not in the stated amount.
§9. Termination of the contract
9.1. The individually agreed contract between the parties ends with the delivery of the goods or the expiry of the agreed term. If no fixed term has been agreed, the contract has an indefinite term and can be terminated with a notice period of one month to the end of each quarter.
9.2. Both parties to the contract shall be entitled to extraordinary termination if the other party to the contract seriously violates essential contractual obligations. However, a corresponding written request to remove the violation has to be given with a reasonable time. If the deadline has passed without result, the contract is terminated. A serious violation lies in particular when the client fails to meet its payment obligations or violates the omission obligations under these conditions.
9.3. Upon termination of the contract, each party shall promptly return to the other party all technical documentation, materials, tools and any copies thereof, as provided by that other party in accordance with the contract.
9.4. If the client terminates the contract during a project without the contractor having given an important reason for doing so, the contractor shall be entitled to compensation for the services rendered to date, whereby the services provided include claims by third parties which the contractor has produced in the execution of the contract. With regard to services not yet rendered, 40% of the agreed remuneration is agreed as expenses saved. The contractor must allow this rate to be offset against his claim for compensation, unless the contractor proves that in fact only lower expenses were spared. Conversely, the client remains free to prove that the contractor has been spared higher expenses.
9.5. In the case of cancellation by the contractor for good cause or withdrawal for reasons for which the client is responsible, the above provision of paragraph 9.4. applies. The client remains at liberty to prove that damage has not occurred or not in the amount mentioned. The assertion of further damage is not excluded.
§10. Data protection
10.1. It is pointed out that within the framework of the business relations or in connection with these, personal data, whether they originate from the contractor himself or from third parties, are processed within the meaning of the Federal Data Protection Act.
§11. Final provisions
11.1. Should individual provisions be wholly or partially ineffective, this will not affect the validity of the remaining provisions.
Status March 2019