I. Contract bases

1. The following general terms and conditions (GTC) govern the relationship between the contracted company (“contractor”) and its customer (“client”) insofar as the client is an entrepreneur within the meaning of § 14 BGB. They apply exclusively to all offers, deliveries and services made by the contractor to the client, subject to individual agreements or agreements to the contrary between the contractual partners.
2. The formal reference to the client's general terms and conditions is rejected.

II. Conclusion of contract

1. The contract is concluded upon signing of the contract document or the written order confirmation from the contractor.
2. The information provided by the contractor referred to as “cost framework”, “cost estimate”, “cost outline” or “rough cost calculation” is non-binding.

III. Transfer by rent or loan

1. If the contractor has leased items to the client, the rental property must be formally returned at the contractor's request immediately after the end of the trade fair or event. The client is obliged to attend the return date or to be represented by a suitably authorized representative.
2. The client must treat objects rented in this way with care and return them immediately after the end of the event.
3. Return confirmations from the contractor are always made subject to a specific check.
4. Unless otherwise expressly agreed, rental fees are calculated on the basis of calendar days. The start of the rental is the day of handover and the end of the rental is the date of return of the rental property. Insofar as the client is responsible for a late return of the rental property, the full rental fee of one day is owed for each additional day.
5. The contractor is entitled to demand an appropriate deposit for the duration of the rental of objects. The deposit is interest-free.

IV. Prices

1. All prices and price information, even without express description, are understood as such in EURO excluding statutory taxes and duties and excluding any other additional public charges that may arise.
2. The offer prices are valid for 4 months from the conclusion of the contract. If delivery periods extending beyond these 4 months have been agreed, the contractor is entitled to pass on the price increases from the manufacturers or suppliers or wage increases to the client. The client can cancel the contract if the price is more than 10% above the price at the time of conclusion of the contract. In this case, the contractor is entitled to compensation for the services provided up to that point, and the services provided include claims by third parties that the contractor has commissioned in reliance on the execution of the contract. Further claims are mutually excluded.
3. If the start or continuation of the provision of services is delayed for reasons for which the contractor is not responsible, he is entitled to separately charge any additional costs incurred as a result. The contractor's calculation rates valid on the date of execution are then decisive.
4. Services not included in the offer, which are carried out at the client's request or additional expenses caused by incorrect information provided by the client, advance payments made by the client or by other third parties that are not vicarious agents of the contractor, will be charged to the client in addition. Obtaining the necessary regulatory permits, concessions or other permits is only part of the offer if this is expressly stated. The same applies to customs formalities for deliveries abroad.
5. Services and errands carried out for the client at the client's request as part of the planning and implementation of exhibition participations must be paid separately. The contractor is entitled to charge a submission commission for amounts paid out in this respect. The contractor is also entitled to subcontract such services to third-party companies on behalf of the client.
6. If services are provided at trade fairs, the offer prices do not include the expenses and costs for deliveries and services that must be used exclusively by exhibition companies or third parties commissioned by them, such as freight forwarding services on the exhibition grounds (e.g. transport on the exhibition grounds, provision of forklifts and pallet trucks, empty goods handling, disposal, etc.), unless these services are expressly mentioned in the offer.

V. Delivery/Transport

1. With changes or modifications of execution made by the client after the conclusion of the contract, even firmly agreed execution/delivery dates lose liability. The same applies to impediments for which the contractor is not responsible, in particular to the failure to provide the client with documents and materials on time.
2. If the contractor or its sub-suppliers or subcontractors are not responsible for disruptions in business operations, in particular cases of force majeure, strikes and lockouts, which are based on an unforeseeable and through no fault of their own and lead to serious operational disruptions, the delivery/completion period is extended accordingly. If performance of the contract becomes impossible as a result of the above mentioned disorders, both parties are entitled to cancel the contract. In this case, the contractor is entitled to compensation for the services provided up to that point, and the services provided include claims by third parties that the contractor has commissioned in reliance on the execution of the contract.
3. The contractor's products and (delivery) items are always transported at the client's expense and risk, unless otherwise agreed. Unless there is any special instruction, the contractor will determine the shipment at its discretion without responsibility for the cheapest and fastest route. Packaging required or considered necessary by the contractor will be invoiced separately. For shipments initiated by the customer, the goods to be shipped will only be insured at the customer's express instruction and expense. Unless otherwise agreed, the risk of accidental loss is transferred to the client when the goods are made available to the client. This also applies in cases where freight-free delivery has been agreed.
4. The client's objects that are to be used in the provision of services must be delivered to a free point of use on the agreed date. The contractor is not obliged to return such items. If he is instructed by the client to make the return delivery, this will be carried out free of charge from the place of use at the client's risk.
5. If the goods ready for shipment cannot be delivered or made available to the client for reasons for which the client is responsible, the risk of accidental loss or accidental deterioration of the goods is transferred to the client on the day they are ready for dispatch. The services provided by the contractor are considered to have been provided after delivery of the notification of readiness for shipment to the client.
6. If the client's goods or exhibits are to be (co-) transported, the above regulations apply mutatis mutandis.

VI. Payment terms

Unless other payment terms are agreed in the order confirmation, 70% of the total invoice amount must be paid when the order is placed and 30% when the item is handed over. Payment receipt or credit date by the bank is decisive for discount periods agreed in writing. Any additional services ordered by the client after conclusion of the contract will be invoiced with the 2nd partial invoice/final invoice. All prices are net plus statutory value added tax.

VII. Credit base

The contractor's performance obligations depend on the client's creditworthiness. If the client has provided incorrect or incomplete information about the facts affecting his creditworthiness or has stopped making payments, the contractor is not obliged to provide services. In these cases, the contractor may demand payment in advance or otherwise appropriate security of the claim for remuneration. If the client does not comply with this request, the contractor may terminate the contract for good cause in accordance with Section XV. of these terms and conditions or withdraw from the contract and claim compensation. With regard to the amount, the provision under Section XIV., Section 2 of these conditions applies.

VIII. Acceptance/handover

1. Acceptance or handover takes place formally and immediately after completion. The
The client undertakes to attend the acceptance date himself or to be represented by a suitably authorized representative. It is expressly acknowledged that, in special cases, even an acceptance date one hour before the start of the trade fair is not unreasonable.
2. If the client has used the service or part of the service without prior formal acceptance, acceptance is considered to have taken place with the act of use unless defects that conflict with acceptance are reported beforehand.
3. Any outstanding partial services or reported deficiencies will be rectified or rectified as quickly as possible. Insofar as they do not significantly impair the function of the subject matter of the contract, they do not entitle the client to refuse acceptance.
4. If the service consists of planning and/or carrying out events, acceptance is carried out regularly on the occasion of dress rehearsals or trial runs. This does not apply to planning services that are considered completed and ready for acceptance upon receipt by the client.

IX. Settlement and Assignment

1. The client can only offset or assert a right of withholding with undisputed, legally established or ready for decision. This does not apply if the claim originates from the same contractual relationship against which it is to be offset.
2. The client's rights arising from this contractual relationship are only transferable with the prior consent of the contractor.

X. Liability

1. Liability is generally governed by statutory provisions, unless otherwise agreed in these general terms and conditions.
2. The contractor is only liable for defects and the breach of other obligations in the event of intent and gross negligence. Liability for simple negligence outside essential contractual obligations (hereinafter “cardinal obligations”) is excluded, unless it results in injury to life, limb or health or the client is in default of fulfilling its obligations. Compensation for indirect damage, in particular compensation for lost profit, is excluded in any case.
Insofar as a cardinal obligation is negligently breached, the contractor's liability is limited in amount to such damages and expenses that are typically associated with the contract and are foreseeable.
3. Insofar as the liability of the contractor is limited, this also applies to the personal liability of the contractor's employees, representatives and vicarious agents.
4. The limitation period for claims made by the client against the contractor is one year, calculated from the transfer of risk.
5. The client is fully liable to the contractor for all items leased to him.

XI. Insurance

1. For transports initiated or carried out by the client, the goods to be shipped will only be insured at the express instruction and expense of the customer in the amount of the new purchase value.
2. Obvious transport damage must be reported to the contractor immediately. In the case of freight forwarding, obvious damage must be noted immediately on the bill of lading; in the case of rail transport, a railway official certificate of the damage must be requested and sent to the contractor. Claims against the transport company are assigned to the contractor upon request.
3. Unless otherwise agreed, the client's goods taken over by the contractor on the basis of written confirmation for storage are insured against fire, water damage and burglary theft by the contractor at the client's expense for the duration of storage in the amount of the new purchase value.

XII. Retention of title

1. All delivery items and performance results to be transferred remain the property of the contractor until all liabilities arising from the contractual relationship between the parties have been met in full.
2. Any transfer of rights of use and exploitation only becomes effective upon full fulfilment of all obligations arising from the contractual relationship between the parties.
3. Without the express consent of the contractor, the client is not entitled to resell the reserved goods or any processing or processing. Irrespective of this, the client assigns claims from a resale of the reserved goods to the contractor in the amount of the final invoice amount (value of the delivery including sales tax). The contractor accepts this assignment.

XIII. Exploitation and use rights, concept

1. Offers, plans, drafts, drawings, production and assembly documents, concept descriptions, descriptions of exhibition and event concepts, print templates and film material from the contractor remain the property of the contractor with all rights, even if they have been handed over to the client. In this respect, they are trade secrets within the meaning of Section 2 of the Trade Secrets Protection Act (GeschGehG). The client undertakes to refrain from any other use in all forms, in particular reproduction and distribution, making changes, passing on to third parties or direct or indirect reproduction. A transfer of rights of use requires the express written consent of the contractor.
2. Unless otherwise agreed in writing, changes to plans, drafts, concepts, etc. may only be made by the contractor. This applies even if these documents have become the property of the client.
3. It is presumed that the client has breached the obligations under this section if it carries out exhibitions or events that are essentially in line with the contractor's plans and concepts. The client is then free to provide proof to the contrary.
4. If the obligations under Sections XII 1. and 2 are breached, in particular in the case of unauthorised reproduction, the contractor is entitled to compensation in the amount of 50% of the agreed rental price. The client is free to prove that no damage occurred or did not occur in the specified amount.
5. If materials or documents are handed over by the client to provide the services, the client guarantees that the production and delivery of the services provided in accordance with its documentation does not infringe the intellectual property rights or copyrights of third parties. The contractor is not obliged to verify whether the information and documents provided by the client infringe the property rights of third parties.
The client releases the contractor from all claims arising from an infringement of such industrial property rights or copyrights.
6. The contractor is entitled to photograph and record the event and to use the recordings and background information about the project for the purpose of documentation and self-promotion.
7. If requested by the contractor, the client is obliged to name the contractor for all publications.

XIV. Ordinary termination/lump sum compensation

1. The client is entitled to cancel the contract at any time.
2. In the event of termination by the client, the contractor may demand reasonable compensation for the arrangements made, including lost profit and expenses as the project progresses. Instead of specifically calculating the compensation for the termination, the contractor may assert the following flat-rate claim for cancellation fees, taking into account the expenses usually saved. The flat-rate cancellation fees are:
‍
up to four months before delivery date 50% of the agreed remuneration
up to three months before delivery date 60% of the agreed remuneration
up to two months before delivery date 70% of the agreed remuneration
up to one month before delivery date 80% of the agreed remuneration
90% of the agreed remuneration thereafter.

3. The basis for calculation is the remuneration agreed with the client plus VAT minus saved expenses (travel expenses, accommodation, food, assembly, dismantling, etc.). The client is free to prove that no or lower costs were incurred in connection with the termination than the costs stated by the contractor in the lump sum. In addition, in the event of withdrawal by the client, the contractor is entitled to all external costs, cancellation fees, etc. incurred up to the time of withdrawal in connection with the contract

XV. Extraordinary termination

1. Both parties may terminate the contract for good cause without notice.
2. The prerequisite is that a corresponding written request to eliminate the important cause has been made within a reasonable period of time and that the period has passed without result.
3. An important reason exists in particular if the client has sustainably or grossly breached his contractual obligations and, in particular, fails to properly meet his payment obligations despite being asked to do so.

XVI. Force majeure (failure to fulfill the contract due to none of the parties)

1. Should performance of the contract become impossible as a result of an event caused by neither party (e.g. epidemics, war, terrorism, official order, etc.), both parties will be released from their performance obligations.
2. In these cases, the contractor may charge the client for expenses incurred up to the occurrence of force majeure and costs to third parties that can no longer be canceled after the project has progressed. There is no claim for lost profit in this case.

XVII. Jurisdiction and Applicable Law

1. The place of performance and jurisdiction for all disputes arising from the contractual relationship is the registered office of the contractor, insofar as the client is a registered trader, legal entity under public law or a special fund under public law or the client is based abroad.
2. The contractual relationship is decided by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and international private law.

XVIII. Data protection

It is pointed out that personal data is processed as part of or in connection with business relationships. Details are in our Privacy statement retrievable.

19th language

These general terms and conditions were written in German and English. Both versions should be considered authentic, although priority should be given to the German version in questions of interpretation.

In general. Terms and conditions as of February 2020