General Terms and Conditions
I. Contractual bases
(1) All orders assigned to the Contractor are based on the following provisions in the following order:
• the content of any contract concluded between the parties
• the order acknowledgment
• the offer
• these General Terms and Conditions
• the statutory provisions of the Bürgerliches Gesetzbuch (Civil Code) of the Federal Republic of Germany, in particular the provisions of hire and works contract law
• the Honorarordnung für Ingenieure und Architekten (German fee structure for architects and engineers, HOAI).
(2) Any deviations from these Terms and Conditions must be agreed in writing.
II. Contents of the contract
(1) All deliveries and services are governed by the terms and conditions below. As a consequence, they shall also apply to all future legal relationships (business relationships) between the Contractor and the Customer, even if they are not expressly agreed again. Contractual terms of the Customer which are not expressly accepted by the Contractor in writing shall not apply, even if the Contractor does not explicitly object to them.
(2) Ordering the services to be provided by the Contractor shall be deemed to constitute acceptance of these General Terms and Services.
III. Offer, proposal and draft documents
(1) Unless stated otherwise in the offer, the offer shall be subject to change and non-binding.
(2) If any offers are prepared according to the specifications of the Customer and the documents made available by the respective exhibition management, the Contractor will not assume any liability for the accuracy of the information and documents obtained (unless their incorrectness and unsuitability remains undiscovered due to intent or gross negligence.)
(3) Services that are not included in the offer but are performed upon the Customer’s request or are required due to faulty documents of the Customer or the exhibition management will be charged separately.
(4) Unless expressly agreed otherwise in writing, any offers, plans, drafts, drawings, production and installation documents as well as descriptions of event concepts including all associated rights shall remain the property of the Contractor, even if they have been handed over to the Customer. To this extent they have been entrusted to the Customer as defined in art. 18 of the German Unfair Competition Act (UWG). Modifications of plans, drafts, etc. may only be made by the Contractor.
IV. Conclusion of contract
(1) The contract takes effect with the Contractor’s written order acknowledgment. However, any orders placed shall also be regarded as accepted if they are not refused within one month after their receipt.
(1) The offer prices, including in particular all-inclusive and fixed prices, are valid only for an undivided order of the offered item.
(2) The prices indicated do not include statutory value-added tax in the respectively applicable amount, unless this is expressly stated in the offer.
(3) All prices are pure net prices, ex place of production or expedition warehouse, and do not include packaging, freight, postage, insurance, etc., unless agreed otherwise in the offer.
(4) The offer prices shall be valid for 2 months from contract conclusion, unless agreed otherwise in the offer. After expiry of these 2 months, the Contractor is entitled to pass the price increases of manufacturers or suppliers or wage increases on to the Customer. The Customer may withdraw from the contract if the price exceeds the price at the time of contract conclusion by more than 5%. In such a case, the Contractor is entitled to be compensated for the services performed to that date, and the services performed shall also include claims of third parties assigned by the Contractor in reliance on the performance of the contract. Any further claims are mutually excluded.
(5) If the start, the progress or completion of the works is delayed for reasons for which the Contractor is not responsible, it is entitled to issue a separate invoice for the resulting additional expenses. In such case, the hourly rates for working hours (including travel and loading times),vehicle equipment, material prices and other prices of the Contractor applicable on the day the work was performed shall apply.
(6) Any services not included in the offer which are performed at the Customer’s request, or additional expenses caused by inaccurate information provided by the Customer, the exhibition organiser, by transport delays through no fault of the Contractor, insufficient hall or ground conditions, preliminary services provided by third parties in an unprofessional manner or not on schedule, unless they are vicarious agents of the Contractor, shall be charged to the Customer separately. Section V.(4) of these Terms and Conditions shall serve as calculation base.
(7) Services and procurements to be performed for the Customer on its request within the framework of its participation in the exhibition, which have to be performed by third-party companies (such as official suppliers of the event organiser), shall be remunerated separately. For any amounts incurred to this extent, the Contractor may charge an advance commission.
(8) Unless expressly indicated in the offer, the offer prices do not include the costs and expenses for deliveries and services which have to be used exclusively by the trade fair companies or third parties commissioned by them, for example forwarding services on the trade fair premises (e.g. transport on the trade fair premises, provision of forklift trucks and pallet trucks, handling of empties, disposal, etc.), as well as the provision of electricity and water connections. These expenses have to be remunerated separately by the Customer.
(1) Plans, concepts, drafts, design proposals, drawing documents, detailed drawings including all associated rights shall remain the property of VRPE Team GmbH, as well as production facilities, sketches or films. The transfer of property rights and copyrights shall require the written form. Modifications of plans, drafts, etc. may only be made by VRPE Team GmbH. VRPE Team GmbH shall be entitled to sign works and use them for advertising purposes.
(2) These documents must not be reproduced nor disclosed to third parties without the Contractor‘s approval. If the order is not placed, they have to be returned to the Contractor without delay.
VII. Delivery time and installation
(1) If no specific date has been agreed for the start or completion of the work, the indicated completion/delivery date shall be only approximate, unless it coincides with a particular exhibition opening date.
(2) Upon any modifications or rearrangements of the work made by the Customer after conclusion of the contract, any firmly agreed execution/delivery dates shall also lose their binding character. The same shall apply for any impediments for which the Contractor is not responsible, in particular for the delayed provision of documents and materials of the Customer.
(3) If any disturbances of the business operations occur for which the Contractor or its upstream suppliers or subcontractors are not responsible, in particular cases of force majeure, strike and lock-out, which are the result of an unforeseeable and non-culpable event and lead to severe business disruptions, the delivery/completion deadline shall be extended accordingly, or the Contractor shall be entitled to perform services or have them performed at the Customer’s expense which are required to secure completion on time and removal of obstacles during the installation and dismantling works. If it is impossible to perform the contract as a result of the mentioned disturbances, both parties are entitled to withdraw from the contract. In such a case, the Contractor shall be entitled to claim remuneration of the services performed to that date, and these services performed shall also include claims of third parties the Contractor commissioned in reliance on the performance of the contract. Any further claims for damages are mutually excluded.
VIII. Freight and packaging / passage of the risk
(1) The products of the Contractor shall always be transported at the Customer’s expense and risk, unless agree otherwise. If the Contractor has assumed the responsibility for the risk, it shall be free to either deliver the goods carriage paid, or reimburse the freight provided for in the contract. Any packaging desired and considered by the Contractor to be necessary will be charged separately. The same shall apply for shipped goods of the Customer.
(2) Components of the Customer which are to be used for the production or installation have to be delivered free works or installation site at the agreed date. Unless agreed otherwise, the return shipment of such components will be performed ex works or the location where they are used, freight collect at the Customer’s risk.
(3) Unless agreed otherwise, any risk shall pass over to the Customer when the goods leave the facility of the Contractor or are made available to the Customer. This shall also apply in cases where carriage free delivery has been agreed.
(4) If the goods which are ready for dispatch cannot be dispatched for reasons for which the Customer is responsible, the risk shall pass to the Customer on the day when the goods are ready for dispatch. The services of the Contractor are considered fulfilled after receipt of the notice to the Customer that the goods are ready for dispatch.
(5) If exhibits, advertising media or other goods of the Customer are to be transported (together with other goods), the provisions above shall apply accordingly.
(6) The perishing during transport, for which the Contractor is not responsible, or loss of the delivered materials at the place of installation shall be charged to the Customer.
(1) If any items are rented, they have to be treated by the renter with care. The renter shall be liable for the rented objects up to the amount of the replacement costs or the new purchase value. This shall apply even if the objects are fully or partly lost, and it is irrelevant whether the renter or its employees are at fault.
(1) Acceptance or handover shall be performed regularly formally and immediately after completion. The Customer undertakes to participate in the acceptance or be represented by an authorised representative. To that extent, it is expressly acknowledged that in special cases even an acceptance one hour before the start of the trade fair is not unreasonable.
(2) Any partial services that may be outstanding or notified defects shall be performed or corrected as soon as possible. If they do not significantly impair the function of the contractual item, they do not entitle the Customer to refuse acceptance.
(3) If the Customer has used the service or part thereof without prior formal acceptance, said use shall be deemed to have served as acceptance.
(4) If any deliveries and services of the Contractor have been left to the Customer for rent, a formal handover of the rented object shall be performed at the Contractor‘s request directly after the end of the trade fair. The Customer is obligated to participate in the handover or be represented by an authorised representative.
XI. Liability for defects / Warranty
(1) Liability for defects is governed by the provisions concerning work contracts (Werkvertrag) contained in the German Civil Code (Bürgerliches Gesetzbuch).
(2) If the Customer purchases the contractual object, any complaints because of incomplete or inaccurate deliveries or services or notices of obvious defects shall be given directly to the Contractor in writing without delay, 7 days after receipt, delivery or completion at the latest. If any defect should be identified later despite thorough inspection, it shall be notified immediately, 7 days after its identification at the latest.
(3) If the booth installed on behalf of the Customer is rented, the complaints indicated in Section 2 shall be notified to the Contractor immediately, 6 hours after takeover of the booth at the latest.
(4) Initially the Customer is only entitled to subsequent performance in the form of subsequent improvement. The way of appropriate remediation depends on the Contractor’s discretion. The Contractor is free at any time to perform a replacement delivery. Any further claims, in particular claims for reduction or withdrawal from the contract may be asserted by the Customer if two attempts of subsequent improvement for the same defect have failed.
(5) If the trade fair and exhibition booth is rented, the Customer may assert warranty entitlements only with regard to those defects that have occurred during the rental period.
(6) The Contractor may refuse the correction of defects as long as the Customer has not duly met its contractual obligations.
(7) The liability for defects does not cover defects occurring to the Customer as a result of natural wear and tear, moisture, intense heat or improper use or improper storage. Equally, the liability for defects does not cover reasonable deviations of shape, dimensions, colour and quality of the material.
(8) The Customer is obligated to immediately inform the Contractor on any defects and give the Contractor the opportunity to make the corresponding findings.
(9) If notice of the defect is given delayed, or if no reservations due to identified defects were made during the acceptance, the liability for defects shall cease to apply.
(10) The liability for defects shall also cease to apply if the Customer makes changes itself or makes it difficult or impossible for the Contractor to establish and improve the defects, which regularly applies to any notice of defects given after the end of the trade fair for any defects occurred or identified during the trade fair.
(11) Claims for defects resulting from the procurement of any delivery and service provided by third-party companies (full service) to the Contractor are excluded, unless it is proved that the Contractor has breached its duty of care in selecting the third-party companies.
(12) Subsequent improvement or replacement delivery does not delay or interrupt the warranty period.
(13) Claims for damages, in particular those resulting from breach of the duty to remedy a defect, are excluded, unless they are caused by gross negligence or intent. In case of gross negligence, the damages shall be limited to the loss foreseeable at the time of conclusion of the contract.
(1) Claims for defects and damages resulting from the procurement of deliveries and services provided by third-party companies made on behalf of the Customer are excluded, unless the Contractor has breached its duty of care in selecting the third-party companies.
(2) The Contractor shall not be liable for the goods of the exhibitor, unless safe custody has been expressly agreed in writing. In such case, the Contractor shall be liable only up to the amount of the insurance payments, unless it is accused of intent or gross negligence.
(3) If only planning and drafts are the subject of the contract, the Contractor shall only be responsible for ensuring that it is capable itself to realise the plans or drafts accordingly. Any further claims are excluded.
(4) No liability is assumed for free advice, information or other services without compensation.
(5) Claims for any kind of compensation for damages, including damages that have not occurred to the delivered item itself, for example those damages resulting from default or breach of duty, are excluded, unless the loss was caused by intentional or grossly negligent acts, and provided that the exclusion of the claims to compensation would not prevent or endanger performance of the contract. The limitation of liability shall apply to the same extent to vicarious agents and assistants of the Contractor. Claims for damages resulting from the injury of life, body and health as well as claims arising under the German Product Liability Act (Produkthaftungsgesetz) remain unaffected thereof.
(6) The Customer shall be liable for all items provided to him by way of hire or loan, including the exhibition booth, up to a total amount of the replacement costs (in case of repairable damages) or the new purchase costs (in case of destruction and loss). This shall also apply for the tools and the installation accessories of the Contractor, if the Customer takes them into custody.
(1) With regard to transports arranged or performed by the Contractor, the shipped goods will be insured only at the express instructions and costs of the Customer in the amount of the new purchase costs.
(2) Transport damages have to be notified to the Contractor without delay. In case of shipment using a forwarding agent, damages shall be recorded immediately on the consignment note, and in case of railway transport a confirmation concerning the damage has to be requested from the railway authority and sent to the Contractor.
(3) Unless agreed otherwise, any goods of the Customer taken over by the Contractor for storage after written confirmation shall be insured by the Contractor for the storage period at the Customer’s expense up to the amount of their new purchase value against fire, water damage and burglary.
(4) If the work and production documents handed over to the Contractor, such as originals, drawings, negatives, etc. are to be insured against any kind of risk, the Customer shall arrange for such insurance. The Contractor shall be liable for the perishing or loss of such documents only if intent or gross negligence on its part can be proven.
(5) Unless agreed otherwise, the Customer shall be responsible for insuring the trade fair and exhibition booth during the installation and dismantling time and the duration of the event against loss and damage of whatever kind. It is preferable to include the Contractor’s tools and assembly accessories in the insurance cover in case of installations outside the Contractor’s premises.
XIV. Credit basis
Customer has provided false or incomplete details on its person or the facts regarding its creditworthiness or has suspended its payments, or if insolvency proceedings have been opened or requested on its assets, the Contractor is not obligated to supply. In these cases, the Contractor may request advance payment or any other suitable security for its remuneration entitlement. If the Customer fails to comply with this request, the Contractor may terminate the contract for important cause according to Section XVII of these Terms and Conditions or withdraw from the contract, and may claim damages. The amount of damages shall be governed by the provision in Section XVII.(2) of these Terms and Conditions.
XV. Reservation of title
(1) All delivered items remain the property of the Contractor until all liabilities arising from the contractual relationship between the parties have been completely fulfilled.
(2) The Customer is not entitled to resell the reserved goods, or to treat or process those goods without the express approval of the Contractor. Regardless of this, the Customer assigns with immediate effect any claims from reselling the reserved goods to the Contractor, who accepts such assignment.
(3) The Customer shall immediately inform the Contractor in writing on any enforcement measures by third parties on the reserved goods or the claims assigned in advance, submitting the documents required for a possible intervention. If the Customer suffers a deterioration of assets or financial difficulties, the Customer is no longer entitled to sell the reserved goods. At the Contractor’s request, the Customer is obligated to return the goods supplied under reservation of title to the Contractor.
XVI. Intellectual property rights and usage rights
(1) Plans, drafts, drawings, production and installation documents, concept descriptions and descriptions of exhibition and event concepts, etc. including all associated rights shall remain the property of the Contractor, even if they have been handed over to the Customer. They have been entrusted to the Customer to that extent as defined in art. 18 of the German Law Against Unfair Competition (UWG). A transfer of usage rights exceeding those required to perform the contract, and regardless of whether special protective rights (such as copyrights) exist or not, shall require an express written agreement. The Customer undertakes to abstain from any other form of exploitation, in particular from reproduction and distribution, disclosure to third parties or direct or indirect reverse engineering, unless this is necessary to perform the contract.
(2) It is assumed that the Customer has infringed the obligations arising from Section 1 if it carries out exhibitions or events that essentially match the plans and concepts of the Contractor. In such case, the Customer is free to prove the contrary.
(3) In case of violation of the obligations stated in Section 1, the Contractor shall be entitled at least to additional remuneration of the planning, draft and design services, the amount of which shall be determined according to the provisions of the HOAI. Any further claims for damages shall remain unaffected thereof.
(4) In addition, the Contractor shall be entitled to claim damages amounting to 50% of the agreed rent in case of violation of the obligation stated above in Section 1 in case of rental or lease of the service results, in particular in case of reverse engineering. The Customer remains entitled to prove that damages did not occur at all or not in the asserted amount.
(5) If the Customer provides materials or documents for the production of the object of the contract, the Customer warrants that the production and delivery of the works performed according to its documents does not infringe any intellectual property rights of third parties. The Contractor is not obligated to verify whether the details and documents handed over by the Customer for production and delivery purposes infringe the intellectual property rights of third parties. The Customer undertakes to immediately indemnify the Contractor from all claims for damages asserted by third parties and to pay for the damages resulting from the infringement of intellectual property rights, and to make advance payments if requested.
XVII. Terms of payment
(1) Unless agreed otherwise, any invoice amounts shall always be due for payment 14 days after the invoice date. Any kind of deductions are excluded, down payments do not bear interest.
(2) Unless other arrangements are made, the Contractor is entitled to issue interim invoices or request instalments. If no deviating provisions have been expressly agreed, instalment payments for already performed (preliminary) services will be due, with 50% of the order value in each case upon placing the order and upon handover.
(3) If the Customer does not meet its payment obligations at all or in an appropriate manner, it is not entitled to use the services of the Contractor. In case of handover of the services or the trade fair booth for hire, the Customer undertakes to immediately grant the Contractor the right to possession of all of the services and materials or the trade fair booth at the Contractor’s request again.
(4) In the event of a default in payment after a warning has been issued, the Contractor is entitled notwithstanding any further claims to claim compensation for damages caused by delay amounting to the usual minimum interest on debt and commissions charged by the major banks (but at least 3% above the prevailing Bundesbank discount rate). After having set a grace period with threatening to refuse performance, the Contractor is also entitled to withdraw from the contract or claim damages for non-performance.
XVIII. Set-off and assignment
(1) Set-off by the Customer with disputed and not legally recognised counterclaims is excluded. The same applies to the assertion of rights of retention.
(2) The Customer’s rights arising from this contractual relationship can be assigned only after the Contractor has granted its approval. This applies in particular for those cases in which the contractual relationship ends after the planning and design of an exhibition booth.
XIX. Termination / Cancellation
(1) The Customer is entitled at any time to terminate the contract.
(2) If the Customer terminates or cancels the contract without the Contractor giving an important cause for such termination or cancellation, the Contractor is entitled to receive the agreed remuneration as follows:
In such case, the Contractor is entitled to receive remuneration for the services performed to that date, and the performed services also include claims of third parties assigned by the Contractor in reliance on the performance of the contract. With regard to any services not performed yet, 40% of the remuneration agreed for these services are agreed as expenses saved. This rate will be set off against the Contractor’s remuneration claim, unless the Contractor proves that fewer expenses were actually saved. On the other hand, the Customer remains entitled to prove that the Contractor has saved higher expenses.
(3) The right of termination for important cause shall remain unaffected. However, this requires that a corresponding written demand to remove the important cause has been issued before within a reasonable period of time, and the period has expired without success. An important cause is present in particular if the Customer fails to meet its payment obligations or infringes the contractual prohibitions according to these Terms and Conditions.
(4) In case of termination for important cause by the Contractor, or withdrawal for reasons for which the Customer is responsible, the provision in paragraph (2) above shall apply accordingly. The Customer remains entitled to prove that any damage has not occurred at all or not in the stated amount. The assertion of further damage is not excluded.
XX. Data Protection
(1) It is pointed out that personal data of the Contractor itself or third parties will be processed within the scope of the business relations or in connection therewith as defined in the Bundesdatenschutzgesetz (Federal Data Protection Act).
XXI. Place of performance and jurisdiction
(1) Place of performance and place of jurisdiction for all disputes arising between the parties from the contractual relationship shall be the registered office of the Contractor, provided that the Customer is a general merchant, corporate body under public law or special fund under public law. The contractual relationship shall be governed by German law, with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
XXII. Final provisions
(1) If any provision should be fully or partly invalid, this shall not affect the validity of the other provisions.