General terms and conditions of business
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We exclusively conclude business based on our delivery and payment terms below. The same shall also apply to all future business relationships, even if not explicitly agreed to again. Deviations from our Terms and Conditions are only valid if we confirm them to you in writing. Any customer relationships not acknowledged in writing shall not be considered binding for us, including where we do not explicitly object to them. The customer shall be notified of any amendments to these Terms and Conditions of Delivery and Payment in writing.
- The contract shall be concluded by mutual signing of the written order by both parties, or by merchants through written confirmation by the contractor. With signing of the agreement these General Terms of Business are recognized as mandatory and considered to be integral part of the contract.
- Furthermore, the contract will be deemed as concluded, if the client had already carried a prepayment, which the contractor receives as such, or if the contractor had begun to fulfill the contractual obligations towards the client without objection.
- All written orders are to be accepted and executed subjected to the hereto conditions. By issuance of the written order the client accepts upon himself these conditions comprehensively, even if they contradict his purchasing conditions. It is preconditioned that the client’s solvency is to be assumed through order of acceptance. Should this assumption be proved wrong, the contractor is entitled to withdraw from the contract or demand an appropriate security, e.g. advance payment.
- Only agreed and written delivery dates are legally binding, unless events of higher force or other hindering events which are not subject to the influence of the contractor occur, e.g. delayed delivery of materials by the client or through its assigned third. Upon occurrence of such events the contractor is entitled at own discretion to request either (i) an appropriate extension of the delivery date (ii) a replacement of the product by an equivalent substitute, or (iii) to withdraw from the contract in whole or in partial. The execution of the above-mentioned rights shall not constitute any compensation claims of the contractor.
- The delivery will take place starting from the contractor’s business place, Cologne and/or the enterprise assigned by the contractor, (usually Cologne), for the account and at risk of the client. An insurance against transport damages and -losses will be concluded only on explicit demand and on costs of the client.
- Usually, all offers are valid for a period of four weeks starting from offer date, unless there is a diverging statement of the contractor. Irrespective of the aforesaid, the offer becomes invalid either at the day of the binding technical registration by the organizer (of the trade fair), or at the latest eight weeks before the beginning of the event, depending on which event occurs first. All prices are calculated based on material- and labor-costs, which were valid at time of offer. Price increase occurring following date of offer, entitle the contractor to a corresponding increase of the offer price.
- Requests for modification and additional work to the client, which are not included in the original written order, will be charged separately in addition to further expenses for time expenditure, travelling, board and accommodation. In case the client demands further meetings, the contractor is entitled to charge reasonable remuneration for time expenditure, as well as reimbursement for travel-, board- and accommodation expenses.
- Proposals, texts and drafts are to be remunerated by the client, irrespective of their usage.
- The written order sum for events of all kinds, for trade-fair-, event, exhibition- and shop-fittings, is due in the following partial amounts, if no deviating agreement was made in writing:
50 % of the order total when the order is placed; 50 % of the order total when the goods are delivered.
The payment without any discount is due, immediately. In case of a missing payment, the client is deemed to be in payment delay, 8 days after due payment date. A set off is excluded. In case the due dates will not be complied, the contractor is entitled to charge interests of 2% points beyond the prime rate of the ECB (European Central Bank); a prior dunning is not required. Cheques are not accepted as a substitute for payment, but only on account of payment. The client must reimburse appropriate expenses. The use of all devices is conducted at own risk. A delay caused due to traffic conditions, which is not caused by actual fault of the contractor, does not entitle the client for compensation claim or price discount.
- The contractor is entitled to withdraw from the contract in the following cases
1. Lack of solvency of the client.
2. Lack of client’s cooperation, which is necessary for the successful conduction of the event.
3. Outage of designated artists or systems, in case of unavailability of adequate alternatives at a reasonable effort and reasonable remuneration.
- Rights of the contractor in case of a withdrawal
In case of a justified withdrawal by the contractor, the client is not entitled to any compensation or reimbursement. In case the contractor is liable for the withdrawal, the contractor will owe the client compensation only in case of malice aforethought or gross negligence. The payment of damages is limited to the amount which is stipulated by the parties as order price. Any remaining amount shall be balanced after the provision of an invoice in cash or by bank transfer. In case of a delay in any payment due by the client to the contractor, the contractor will be then entitled to charge interests of 2% points beyond the prime rate of the ECB. A set off is admissible only based on established claims, confirmed by a legal binding decision of the court. A right of lien is admissible only in case the counterclaim is based on the same legal relation. Developing a requirement for commission presupposes a previous written agreement.
- Rights of the client:
1. Until the day of event the client may withdraw from the contract; withdrawal needs to be declared in writing. In case of withdrawal the client must pay compensation, including loss of profit to the contractor. The contractor is entitled to claim for an adequate global compensation according to Sec. 12.2, instead of a detailed calculation of damages. Nonetheless, the aforesaid will not detract the right of the contractor to claim for compensation based on a detailed calculation of damages.
2. In case Sec 12.1 takes place, the contractor is entitled to claim for global compensation. The global compensation in case of withdrawal amounts to: Until 15 days prior to the date of event 75 %, as of 14 days prior to the date of event 90%, 3 days prior to the date of event 100 % of the agreed price as concluded in the written order.
Calculation basis for the global compensation is the order price which is agreed between the parties in the written order, reduced by expenses such as (accommodation- / travel expenses, etc.), in addition to VAT. The client is entitled to claim for a reduction of the global compensation, in case he proves either, that damage has not been caused or that the damage is substantially lower than the global compensation.
- Complaints relating to delivery or services need to be raised in written form within 24 hours following performance of the service or the handover of the trade fair booth. Any transport damages of shipping-orders are to be immediately proclaimed against the transport/shipment company. Should the complaints turn out to be justified then the contractor will be merely obliged to conduction of repairs. Further, claims of the client are to be excluded, those relating to withdrawal from the contract, reduction and/or compensation of indirect and direct damages. The raise of objections due to defects does not entitle the client to set-off or assert of a right of lien.
- The client is liable for booth constructions and equipment which is provided based on its rental, whereas damaged or lost items will be charged respective to their replacement costs. Construction items may not be damaged through screws, nails or adhesives, without explicit agreement of the contractor the liability of the client extends to the status and condition of the constructions at the time of handover and will be valid during the entire rental period. This will also extend to possible damages to property of the client or third parties, caused by damaged or destroyed construction parts of the booth.
- All products and services remain property of the contractor until all payment obligations of the client resulting from the current business relation have been fulfilled, irrespective of the legal transaction they depend on.
- All proposals, texts, drafts, designs and models and the right attached to them remain exclusively property of the contractor. Any conveyance of property and intellectual property rights, likewise reproduction and reconstruction of the event require explicit written consent of the contractor. Concepts, pictures, drafts or photos of meetings as well as leaflets are subject to the intellectual property right protection.
- The contractor is entitled to change contractual services which the parties agreed upon, including the program (e.g. in case of outage of designated artists or systems) and the supply of meals and beverages, as far as thereby the value of the original agreed services is not changed to the disadvantage of the client with relation to the changed services.
- All authorization and registration proceedings as well as fees (e.g. public order office etc.) will be casted on the client.
- The place of performance with relation to all rights and obligations of both parties emanating from any legal transaction is to be rendered in Cologne. The aforesaid will be applicable and conclusive in particular with relation to payments, place of jurisdiction for the dunning procedure and for all disputes arising from the contract with relation to the following: persons whom main place of jurisdiction is not within the territory of Germany,; persons who following conclusion of the contract transferred or changed their place of residence abroad; those whom place of residence is unknown at time the lawsuit was filed, as well as for merchants and for passive proceedings.
- Additional or deviating agreements require written form in order to be valid. The invalidity of regulations of this agreement does not entail the invalidity of the entire agreement. The same applies to the apparent general terms of business. An invalid or missing regulation shall be substituted by a legal admissible regulation which assimilates the most with the commercial –economic sense and spirit of the agreement.