General Terms and Conditions

for Legal Relationships with Exhibitors/Customers

 

I. Basis of Contract

1.
All orders placed with the contractor shall be based on, in the following order:

  • the content of a contract concluded between the parties
  • the order confirmation
  • the offer
  • these General Terms and Conditions
  • the statutory provisions of the German Civil Code of the Federal Republic of Germany, in particular the provisions of the law on leases and contracts for work and services

2.
Deviations from these terms and conditions require written agreement.

 

II. Contents of the Contract

1.
The following terms and conditions shall apply to all deliveries and services. They shall also apply to all future legal relationships between FAIR Messe Consult UG (haftungsbeschränkt), hereinafter referred to as the contractor, and the client. Contractual conditions of the client shall only become part of the contract if they are accepted in writing by the contractor.

2.
Acceptance of the Contractor's services shall be deemed acceptance of these General Terms and Conditions.

 

III. Offer, Offer- and Design-Documents

1.
Unless otherwise stated in the offer, it is subject to confirmation.

2.
If offers are prepared according to the information provided by the customer and the documents provided by the respective exhibition management, the contractor shall assume no liability whatsoever for the correctness of the information and documents received, unless their incorrectness and unsuitability are not recognized due to intent or gross negligence.

3.
Offers, plans, drafts, drawings, production- and assembly-documents as well as descriptions of event concepts shall remain the property of the contractor with all rights, unless otherwise expressly agreed in writing. The client undertakes to refrain from any other use in all forms, in particular copying and distribution, passing on to third parties and making changes without the express consent of the contractor. If this obligation is violated by the client, the client shall be obligated to pay the costs for the preparation of the documents plus a reasonable usage fee, without prejudice to further claims for injunctive relief and damages.

 

IV. Conclusion of Contract

The contract is concluded with the written order confirmation of the contractor. However, orders placed shall also be deemed to have been accepted if they are not rejected within one month of receipt.

The obligation to refrain in accordance with clause III.3. of these terms and conditions shall exist irrespective of the order being placed or the conclusion of a further contract.

 

V. Prices

1.
The offer prices are only valid in case of an undivided order of the offered object.

2.
All prices are net ex manufacturing plant or shipping warehouse and do not include packing, freight, porto, insurance, etc.

3.
The quoted prices shall be valid for 30 days from the date of conclusion of the contract. After this period, the contractor shall be entitled to pass on to the customer any price increases of the manufacturers or suppliers or wage increases. The customer may withdraw from the contract if the price is more than 6% higher than the price at the conclusion of the contract.

4.
If the start, progress or completion of the work is delayed for reasons for which the contractor is not responsible, the contractor shall be entitled to charge separately for the additional expenses incurred as a result. In this case, the calculation rates for working hours (including travel and loading times), vehicle equipment, material prices and other prices of the contractor valid on the day of execution shall apply.

5.
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 provided by the client, the exhibition organizers, by transport delays through no fault of the client, insufficient hall and floor conditions, or by preliminary services of third parties not meeting the deadline or professional requirements, insofar as these are not vicarious agents of the contractor, shall be invoiced additionally to the client.

6.
Services and errands carried out for the client at the client's request within the framework of the planning and implementation of the client's participation in the exhibition shall be remunerated separately. The contractor shall be entitled to charge a presentation commission for amounts spent in this respect. The contractor shall further be entitled to subcontract such services to third party companies on behalf of the client.

 

VI. Delivery time and assembly

1.
If no express deadline has been agreed for the start of execution or completion, the stated completion/delivery date shall only be approximate.

2.
Changes or alterations to the execution made by the customer after the conclusion of the contract shall cause even firmly agreed deadlines to expire.

3.
If disruptions in business operations occur for which the contractor or its upstream suppliers or subcontractors are not responsible, in particular work stoppages, strikes and lockouts, as well as cases of force majeure which are based on an unforeseeable event for which the contractor is not responsible and which lead to serious operational disruptions, the delivery/completion period shall be extended accordingly. If performance of the contract becomes impossible due to the aforementioned disruptions, both parties shall be 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 by third parties which the contractor has commissioned in reliance on the performance of the contract. Further claims for damages are excluded on both sides.

 

VII. Freight and Packaging/ Transfer of Risk

1.
The contractor's products shall always travel at the expense and risk of the customer, unless otherwise agreed. Any packaging required and deemed necessary by the contractor shall be invoiced separately. The same shall apply to goods shipped by the customer.

2.
Parts of the customer which are to be used in production or assembly must be delivered free to the factory or assembly site on the agreed date. Unless otherwise agreed, such parts shall be returned carriage forward ex works or place of use at the risk of the customer.

3.
Unless otherwise agreed, all risks shall pass to the customer when the goods leave the contractor's premises or are made available to the customer. This shall also apply in cases where carriage paid delivery has been agreed.

4.
If the goods ready for dispatch cannot be delivered for reasons for which the customer is responsible, the risk shall pass to the customer on the day on which the goods are ready for dispatch. The contractor's performance shall be deemed to have been fulfilled upon delivery of the notice of readiness for dispatch to the customer.

 

VIII. Acceptance/Transfer

1.
Acceptance or handover shall regularly take place formally and immediately after completion. The customer undertakes to attend the acceptance meeting itself or to be represented by a duly authorized representative. In this respect, it is expressly acknowledged that in special cases an acceptance date one hour before the start of the trade fair is not unreasonable.

2.
Any outstanding partial services or notified defects shall be made good or remedied 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 customer to refuse acceptance.

3.
If the customer has used the service or part of the service without prior formal acceptance, acceptance shall be deemed to have taken place with the act of use.

4.
If the contractor's supplies and services have been made available to the customer on a rental basis, a formal handover of the rental item shall take place immediately after the end of the trade fair at the contractor's request. The customer shall be obliged to attend the handover meeting or to be represented by a duly authorized representative.

 

IX. Warranty

1.
The warranty shall be governed by the provisions on the contract for work and services of the German Civil Code, and in the event of the rental of the object of hire by the provisions of the rental contract.

2.
As a warranty, the customer may initially only demand rectification of defects. The manner of appropriate rectification shall be at the discretion of the contractor. The contractor shall be entitled to make a replacement delivery at any time. Further claims, in particular claims for reduction or withdrawal from the contract, may be asserted by the customer if two attempts at rectification have failed due to the same defect.

3.
The warranty does not extend to such defects that occur at the customer due to natural wear and tear, moisture, strong heating or improper handling or improper storage. Similarly, the warranty does not extend to reasonable deviations in shape, dimensions, colour and condition of the material.

4.
The customer shall be obliged to notify the contractor of any defects without delay and to give the contractor the opportunity to make the relevant findings.

5.
If the notification of defects is made late or if reservations were not made at the time of acceptance due to known defects, the warranty claims shall lapse entirely.

6.
The warranty claims shall also expire if the customer himself makes changes or makes it difficult or impossible for the contractor to determine and rectify the defects, which is regularly the case in the event of a notice of defects after the end of the trade fair.

 

X. Liability

1.
Claims for defects and damages arising from the provision of supplies and services by external companies on behalf of the customer shall be excluded, unless the contractor has violated his duty of care in the selection of the external companies.

2.
The contractor shall not be liable for the Exhibitor's goods unless safekeeping has been expressly agreed in writing. In this case, the contractor shall only be liable to the extent of the insurance benefits.

3.
If only planning and designs are the subject matter of the contract, the contractor shall only be liable for the fact that he himself is able to realize the plans or designs accordingly. Further claims are excluded.

4.
No liability shall be assumed for advice, information or other services provided free of charge.

5.
Claims for compensation for damages of any kind, including such damages that did not occur to the delivery item itself, for example, from delay, breach of duty or tort, are excluded insofar as the damage was not caused by intentional or grossly negligent action and insofar as the exclusion of the claims for compensation does not thwart or endanger the fulfillment of the contract. The limitation of liability shall apply to the same extent to the contractor's vicarious agents and assistants. Claims for damages arising from injury to life, body and health as well as claims under the Product Liability Act shall remain unaffected.

6.
The client shall be liable for all items loaned or rented to him, including the exhibition stand, up to the amount of the restoration costs or, in the event of loss, up to the amount of the replacement value

 

XI. Insurance

1.
In the case of trade fair stands, the customer shall insure all components against fire, water, theft and other damage from the time the stand is handed over to the contractor until the stand is returned to the contractor.

2.
For transports arranged or carried out by the client, the goods to be shipped shall only be insured to the amount of the replacement value on the explicit instruction and at the expense of the client.

3.
Transport damages are to be reported to the contractor immediately. In the case of forwarding, damage must be noted immediately on the bill of lading; in the case of rail transport, a railroad official certificate of damage must be requested and sent to the contractor.

4.
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. Credit Basis

The creditworthiness of the customer shall be a prerequisite for the contractor's performance obligations. If the customer has provided incorrect or incomplete information about his person or about the facts determining his creditworthiness, or if he has suspended payments, or if bankruptcy or composition proceedings have been filed against his assets, the contractor shall not be obligated to perform. 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 XVII of these Terms and Conditions or withdraw from the contract and claim damages. With regard to the amount, the provision under Section XVII.3. of these Terms and Conditions shall apply.

 

XIII. Retention of Title

1.
All delivery items shall remain the property of the contractor until all obligations arising from the contractual relationship between the parties have been fulfilled in full.

2.
Without the express consent of the contractor, the customer shall not be entitled to resell the goods subject to retention of title or to process them. Irrespective of this, the customer hereby assigns to the contractor any claims arising from the resale of the reserved goods. The contractor accepts this assignment.

 

XIV. Industrial property rights, designs, drawings

1.
Plans, drafts, drawings, production and assembly documents, concept descriptions, etc. shall remain the property of the contractor with all rights, even if they have been handed over to the customer. The transfer of property rights and rights of use shall require express written agreement.

2.
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 client.

3.
If materials or documents for the production of the subject matter of the contract are handed over by the customer, the customer shall guarantee that the production and delivery of the work carried out in accordance with his documents does not infringe the industrial property rights of third parties. The contractor shall not be obliged to verify whether the information and documents handed over by the customer for manufacture and delivery infringe the property rights of third parties. The customer undertakes to immediately indemnify the contractor against any claims for damages by third parties and to pay for any damages resulting from the infringement of property rights.

 

XV. Terms of Payment

1.
Unless otherwise agreed, invoiced amounts shall be due for payment immediately upon receipt of the invoice. Deductions of any kind shall be excluded; no interest shall be paid on down payments.

2.
Unless otherwise agreed, the contractor shall be entitled to issue interim invoices or to demand partial payments. As a rule, 50% of the order sum shall be due at the time the order is placed and 50% after handover of the stand or completion of the project. The contractor shall be at liberty to arrange other terms of payment than those mentioned above.

3.
If the customer is in default with payments or if payments are deferred, the customer shall owe interest in the amount of 9% above the base interest rate. The contractor reserves the right to claim higher damages. In addition, EUR 7.50 plus VAT shall be charged for each reminder issued.

 

XVI. Offsetting and Assignment

1.
Offsetting with disputed and not legally recognized counterclaims is excluded for the client. The same shall apply to the assertion of rights of retention.

 

2.
The rights of the client arising from this contractual relationship are only transferable with the prior consent of the contractor.

 

XVII. Termination

1.
The right to ordinary termination of the contract by the customer is excluded, in particular § 648 / § 648a German Civil Code shall not apply.

2.
The right to terminate for good cause shall remain unaffected. However, 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 client fails to meet its payment obligations or violates the cease-and-desist obligations under these Terms and Conditions.

3.
In the event of termination for good cause by the contractor or withdrawal for reasons for which the customer is responsible, the contractor shall be entitled to demand lump-sum damages in the amount of 40% of the order value. The customer shall be at liberty to prove that no damage or not the aforementioned amount of damage has been incurred. The assertion of further damages is not excluded.

 

XVIII. Data Protection

It is pointed out that within the scope of the business relations or in connection with these, personal data, regardless of whether they originate from the contractor himself or from third parties, are processed in the sense of the German Federal Data Protection Act.

 

XIX. Place of Performance and Jurisdiction

The place of performance and jurisdiction for all disputes arising between the parties from the contractual relationship shall be the registered office of the contractor, insofar as the customer is a registered trader, a legal entity under public law or a special fund under public law. The contractual relationship shall be governed by German law.

 

XX. Final Provisions

Should individual provisions be wholly or partially invalid, this shall not affect the validity of the remaining provisions.

The German text version applies.