General terms of business

I. Contractual principles

1. All of the orders provided to the Contractor are based on the following, in order of priority:

• the content of any contract concluded between the Parties
• the order confirmation
• these General Terms of Business
• the statutory provisions of the Civil Code of the Federal Republic of Germany, in particular the regulations governing rental contracts and contracts for works and services

2. Deviations from these General Terms of Business require agreement in text form.

II. Content of the Contract

1. The following terms and conditions are definitive for all deliveries and services. They apply as amended to all subsequent transactions between the Contractor and the Client, without their conclusion having to be mentioned or agreed expressly again. The terms and conditions of contract of the Client shall become part of the Contract only if they are accepted in text form by the Contractor.
2. Acceptance of the services of the Contractor shall be deemed to constitute acceptance of these General Terms of Business.

III. Offer, offer documentation and drafts

1. The offers of the Contractor are subject to change and without obligation.
2. If offers are drawn up in accordance with the Client’s information and the documents provided by the relevant exhibition manager, the Contractor cannot accept any liability for the correctness of the information and documentation received, unless their has been an intentional or grossly negligent failure to identify the defects and unsuitability of that information.
3. Offers, plans, drafts, drawings, production and assembly documents and descriptions of event concepts shall remain the property of the Contractor with all the associated rights, unless expressly agreed otherwise in text form. The Client undertakes not to exploit those documents in any other way, in particular by duplication and dissemination, disclosure to third parties and implementation of any changes without the express consent of the Contractor. If this obligation is breached by the Client, it undertakes to pay for the work involved in creating the documents, plus an appropriate usage fee, notwithstanding any other injunctive relief or claims for compensation.

IV. Conclusion of contract

1. The Client shall provide a binding offer. The Contract shall come into being on written confirmation of the order by the Contractor.
2. The obligation to refrain from other exploitation in accordance with Section III, 3 of these General Terms of Business exists irrespective of the placement of an order or the conclusion of a further contract.

V. Prices

1. The offer prices shall apply only if the object offered is ordered in whole.
2. All prices are understood to be net without Value Added Tax ex production plant or shipping warehouse and do not include packaging, freight, carriage, insurance, etc.
3. The offer prices shall apply 4 months from conclusion of contract. On expiry of this 4-month period, the Contractor is entitled to pass on the manufacturers’ or suppliers’ price increases or wage increases to the Client. The Client may withdraw from the Contract if the price is more than 4% above the price on conclusion of contract.
4. If the start, progress or conclusion of the work is delayed for reasons for which the Contractor is not responsible, it is entitled to make separate charge for the additional expenses incurred as a result. The applicable rates for working hours (including journey and loading times), vehicles, material prices and other prices of the Contractor on the date of performance shall be definitive
5. Services not included in the offer which are carried out at the request of the Client and additional expenses incurred as a result of incorrect information from the Client or the exhibition organizer, transport delays for which there is no culpability, inadequate hall or floor properties, preliminary services not completed on time or correctly by third parties – provided that they are not vicarious agents of the Contractor – shall be charged to the Client in addition.
6. Services and supplies which are provided to the Client on demand in the course of planning and implementing its participation in the exhibition shall be paid for separately. The Contractor is entitled to charge a disbursement fee for sums of this sort paid out in advance. The Contractor is further entitled to assign services of this sort to third-party companies on behalf of the Client..

VI. Delivery time and assembly

1. If no date has been agreed expressly in text form for commencement of performance or production, the specified production/delivery date shall apply only as an approximate date.
2. In the event of any changes or alterations in performance made by the Client after conclusion of contract, even firmly agreed performance/delivery dates shall cease to be binding. The same shall apply to impediments that are not the fault of the Contractor, in particular to failure to provide documents and materials in good time on the part of the Client.
3. If disruptions to business operations for which they are not responsible affect the Contractor or its upstream suppliers or subcontractors, in particular walkouts, strikes and lockouts, official orders or cases of force majeure that are the result of an unforeseeable event with no fault and that lead to serious disruptions to operations, the delivery/completion period shall be extended accordingly. If, as a result of the disruptions specified, fulfilment of the Contract becomes impossible, both parties are entitled to withdraw form the Contract. In this case, the Contractor has a claim to remuneration for the services provided up to that point, in which context the services provided also include claims from third parties whom the Contractor has appointed in good faith to execute the Contract. Any further claims for compensation are excluded on both sides.

VII. Freight and packaging/transfer of risk

1. The Contractor’s products are always transported at the cost and risk of the Client, unless agreed otherwise. The above provision on risk also applies in cases in which free delivery has been agreed. Separate charge shall be made for packaging requested or deemed necessary by the Client. The same applies to shipped goods of the Client. If the Contractor is responsible for setup, the risk shall be transferred to the contracting partner on completion of the setup. This transfer of risk is not dependent on acceptance of the stand, unless that has been expressly agreed in text form.
2. Parts belonging to the Client that are to be used in production or assembly must be delivered by the agreed date ex works or assembly location. Return of such parts shall be completed, unless agreed otherwise, carriage forward ex works or location of use at the risk of the Client.
3. If the goods that are ready for shipping cannot be delivered for reasons for which the Client is responsible, the risk shall be transferred to the Client on the date of readiness for shipping. The Contractor’s services shall be deemed to have been completed on notification of the Client of readiness for shipping.

VIII. Acceptance/handover

1. Acceptance and handover usually takes place formerly and immediately after completion. The Client undertakes to participate in the acceptance meeting itself or to arrange for an appropriately authorized agent to represent it. If the Client does not attend the acceptance meeting, the exhibition stand shall be deemed to have been accepted.
   In this context, it is expressly agreed that, in exceptional cases, even an acceptance meeting an hour before the start of the exhibition is not inappropriate.
2. Any partial services that are still outstanding or defects about which complaint is made shall be completed or rectified as quickly as possible. Provided that they do not significantly impair the function of the subject of the Contract, they do not constitute grounds for refusal of acceptance.
3. If the Client uses the service or part of the service without prior formal acceptance, acceptance shall be deemed to have been given when such use is made.
4. If the Contractor’s deliveries and services are made available to the Client on a rental basis, a formal handover of the rented items shall take place at the request of the Contractor immediately after the exhibition closes. The Client is obliged to participate in the handover meeting or to arrange for an appropriately authorized agent to represent it.

IX. Warranty

1. The warranty is determined by the provisions of the German Civil Code through the contract for works and services or, in the case of provision of rented items, through the regulations of the rental agreement.
2. As a matter of principle, the Client may initially only request repair under the warranty. The method and type of proper repair shall be at the discretion of the Contractor. The Contractor is free to provide substitute delivery at any time. Any further claims, in particular claims for a reduction in price or withdrawal from the Contract, may be asserted by the Client if two attempted repairs of the same defect have failed.
3. The warranty does not cover defects caused by the Client through natural wear, moisture, excessive heating, improper handling or improper storage. Similarly, the warranty does not cover reasonable deviations in form, dimensions, color and properties of the material.
4. The Client is obliged to notify the Contractor immediately of any defects and to give it the opportunity to make the necessary determinations.
5. If there is a delay in providing notifications of defects or if reservations are made on acceptance because of known defects, any warranty claims shall become void.
6. Warranty claims shall also become void if the Client itself makes changes or makes it difficult or impossible to determine and repair the defects, which usually takes place at the end of the exhibition in the event of notification of a defect.

X. Liability

1. The Contractor shall not be liable for the goods of the exhibitor unless their safekeeping has been expressly agreed in writing. In this case, the Contractor shall be liable only in the amount of the insurance benefits.
2. If the subject of the Contract only covers planning and drafts, the Contractor shall only guarantee that it is able to realize the plans and drafts itself. Further claims are excluded.
3. Subject to the following regulations, compensation claims against the Contractor are excluded, irrespective of the type of breach of obligation (including actions that are not permitted), unless intentional or grossly negligent actions have been carried out. The same applies to breaches of obligation by vicarious agents and employees of the Contractor.
   In the case of breach of material obligations, the Contractor shall also accept liability for minor negligence, but then only up to the amount of foreseeable damages typical of this type of contract.
   The above exclusions and restrictions of liability in accordance with Sections X. 1-3 do not apply in cases of liability without fault, in particular under the German Product Liability Act, or cases of culpable physical injury, damage to health or loss of life. Liability for the breach of obligations, the fulfilment of which allows proper performance of the Contract in the first place and on compliance with which the contractual partner may regularly rely, also remains unaffected. The same applies to breaches of obligation by vicarious agents and employees of the Contractor.

XI. Insurance

1. For transport arranged or carried out for the Client, the shipped goods shall be insured only on the express instruction and at the cost of the Client in the amount of the repurchase value.
2. Transport damage shall be reported to the Contractor immediately. In the case of shipping by a freight forwarder, damage shall be noted immediately on the shipping note; in the case of rail transport, an official railroad certification of the damage shall be requested and sent to the Contractor.

XII. Credit basis

The prerequisite for the performance obligations of the Contractor is the creditworthiness of the Client. If the Client has provided inaccurate or incomplete details about the facts relating to itself or its creditworthiness, suspends its payments or if an application for insolvency or composition proceedings is made, the Contractor is not obliged to perform the service. In this case, the Contractor may demand payment in advance or other appropriate securitization of the payment claim. If the Client does not comply with this demand, the Contractor may terminate the Contract for good cause in accordance with Section XVII of these General Terms of Business or withdraw from the Contract and demand compensation. The regulation under Section XVII, 3 of these General Terms of Business shall apply as far as the amount is concerned.

XIII. Retention of title

The following applies in the case of sale of materials by the Contractor::

1. All delivered items shall remain the property of the Contractor until complete fulfilment of all liabilities from the contractual relationship between the Parties.
2. Without the express consent of the Contractor, the Client is not entitled to sell on the goods subject to retention of title or to carry out any further processing of them. Notwithstanding the above, the Client hereby assigns claims from any resale of the goods subject to retention of title to the Contractor. The Contractor accepts this assignment.
3. Processing or transforming the goods subject to retention of title by the Client shall in any case be carried out on behalf of the Contractor. If the goods subject to retention of title are processed with other items not belonging to the Contractor, the Contractor shall acquire co-ownership of the new item in the proportion of the value of the goods subject to retention of title (final invoice amount including Value Added Tax) to the other processed items at the time of processing. The Client shall safeguard this (co-)ownership free of charge.

XIV. Property rights, drafts, drawings

1. Plans, drafts, drawings, production and assembly documents, concept descriptions, etc. shall remain the property of the Contractor with all the associated rights, including if they have been handed over to the Client. Transfer of property and usage rights requires express written agreement.
2. Unless otherwise agreed in writing, changes to plans, drafts, concepts, etc. may be carried out only by the Contractor. This also applies if these documents have come into the possession of the Client..
3. If materials or documents are handed over by the Client to produce the subject of the Contract, the Client shall provide a guarantee that no third-party property rights are breached by the production and delivery of the work carried out in accordance with the documentation. The Contractor is not obliged to verify whether the information and documentation provided by the Client for production and delivery breaches third-party property rights. The Client undertakes to indemnify the Contractor immediately against all compensation claims by third parties and to settle the damages that arise as a result of the breach of property rights.

XV. Payment conditions

1. Unless agreed otherwise, invoice amounts are essentially due for payment immediately on receipt of invoice. Discounts of any sort are excluded; no interests shall be paid on advance payments.
2. Unless any other regulations are agreed, the Contractor is entitled to issue interim invoices and demand partial payments. Unless agreed otherwise in individual cases, payments are due as follows: 25% of the contract total on confirmation of the order, 50% on start of production, but at the latest 4 weeks before the start of the exhibition, 25% of the contract total on completion and handover. Any postponement of the original exhibition date set shall not lead to a change in the payment due dates on the basis of the exhibition date.

XVI. Offsetting and assignment

1. Offsetting with contested counterclaims and counterclaims that have not been legally established is excluded for the Client. The same applies to assertion of rights of retention.
2. The rights of the Client under this contractual relationship are transferable only with the prior consent of the Contractor..

XVII. Termination

1. If the Client terminates the Contract without the Contractor having given good cause for doing so, the Contractor has a claim to the agreed remuneration as follows: from 8 weeks before the start of the event, 10% of the agreed remuneration; from 6 weeks before the start of the event, 30% of the agreed remuneration; from 4 weeks before the start of the event, 50% of the agreed remuneration; from 2 weeks before the start of the event, 60% of the agreed remuneration; from 7 days before the start of the event, 80% of the agreed remuneration; and from 3 days before the start of the event, 100% of the agreed remuneration. The Client is free to demonstrate that no losses have been incurred or that the losses are not of the amount specified.
2. In the case of termination for good cause by the Contractor or in the case of withdrawal for reasons for which the Client is responsible, the provision under Section 1. shall apply. The Client is free to demonstrate that no losses have been incurred or that the losses are not of the amount specified. Pursuit of further damages is not excluded.

XVIII. Data protection and photographs

1. Attention is drawn to the fact that personal data, whether it originates from the Contractor itself or from third parties, is processed in accordance with the German Federal Data Protection Act within the framework of the business relationships and in connection with them.
2. The Contractor reserves the right to publish photographs of the works created for reference purposes.

XIX. Place of performance, place of jurisdiction and applicable law

The place of performance and place of jurisdiction for all disputes arising between the parties from the contractual relationship is the registered office of the Contractor, provided that the Client is a merchant, a legal entity under public law or a special fund under public law. The contractual relationship is governed by German law.

XX. Concluding provisions

If individual provisions are invalid in whole or in part, the validity of the remaining provisions is not affected.