I. BASES OF THE CONTRACT
The following General Terms and Conditons shall govern the relationship between the company
commissioned (“contractor”) and its customer (“contracEng enEty”) as far as the contracting entity
is an entrepreneur within the meaning of § 14 BGB (German Civil Code). They shall apply
exclusively to all offers, deliveries and services rendered by the contractor to the contracting entity
subject to deviaEng individual understandings or agreements between the contractual partners.
Any reference to general terms and condiEons of the contracEng enEty, as contained in standard
forms, is hereby rejected.
II. CONTRACT CONCLUSION
1. The contract shall be deemed concluded once the contractual document or wriWen order
confirmaEon is signed by the contractor.
2. Any informaEon provided by the contractor, which is referred to as “cost frame”, “cost outline”
or “rough costs calculaEon” shall be non-binding.
III. PROVISION FOR RENT
1. Where objects of the contractor have been made available to the contracEng enEty on a loan or
rental basis, such rental objects shall be formally returned, on request of the contractor,
immediately a^er the end of a trade fair or event. The contracEng enEty shall be under obligaEon
to be present on the day of return or to have itself represented on this day by a commissioner
furnished with corresponding power of aWorney.
2. The contracEng enEty shall handle such objects made available on a loan or rental basis with
care, and return them immediately a^er the end of the event.
3. Return confirmaEons from the contractor shall always be subject to the reservaEon of a specific
4. Unless explicitly agreed otherwise, rentals shall be charged on the basis of calendar days. The
day of handover of the rental object shall be regarded as the start of the rental period, while the
day of return of the rental object shall be regarded as the end of the rental period. As far as the
contracEng enEty is responsible for the delayed return of the rental object, the full daily rental
charge shall be owed for each addiEonal day.
5. For the period, during which objects are made available on a rental basis, the contractor shall be
enEtled to demand an adequate security deposit. Interest shall not be payable on the security
1. All prices and price indicaEons shall be in EURO without statutory taxes and dues and without
any other possibly incurred accessory charges under public law, even where there is no such
2. The offer prices shall only apply in case of an undivided order.
3. The offer prices shall be applicable for four months a^er conclusion of the contract. Where
delivery periods exceeding these four months are agreed, the contractor shall be enEtled to pass
on the price increases of manufacturers or suppliers, or wage increases, to the contracEng enEty.
The contracEng enEty shall be enEtled to withdraw from the contract if the price exceeds the price
applicable at the Eme of contract conclusion by more than 5%. In this event, the contractor shall
have a claim for remuneraEon in respect of the services provided unEl this point in Eme, whereby
the services provided shall also include the claims of third parEes, with which the contractor has
placed orders as he was relying on the implementaEon of the contract. More far-reaching claims of
both contracEng parEes shall be ruled out.
4. Where the start or conEnuaEon of service provision is delayed because of reasons, for which the
contractor cannot be held accountable, he shall be enEtled to invoice the resulEng addiEonal
expenditure separately. In this event, the prices invoiced by the contractor, which are applicable on
the day of execuEon, shall be the relevant rates.
5. Services not included in the offer, which are rendered at the request of the contracEng enEty, or
addiEonal expenditures caused by the provision of incorrect informaEon by the contracEng enEty,
or by advance services not rendered in Eme or in a professional manner by the contracEng enEty
or other third parEes, as far as they are no auxiliary persons of the contractor, shall be charged
addiEonally to the account of the contracEng enEty. The obtainment of necessary official permits,
licences or other approvals shall only be part of the offer if explicitly stated there. The same shall
apply to the customs formaliEes in case of deliveries abroad.
6. Services and purchases carried out for the contracEng enEty at its request in the framework of
planning and execuEng trade fair parEcipaEons shall be remunerated separately. For amounts so
advanced in this, the contractor shall be enEtled to charge an advance commission. The contractor
shall be furthermore enEtled to award contracts for such services to third companies on behalf of
the contracEng enEty.
7. Where services are rendered in the context of trade fairs, the offer prices shall not comprise the
expenses and costs of deliveries and services, which are to be uElised exclusively by trade fair
companies or third parEes commissioned by such trade fair companies, such as forwarding
services on the trade fair premises (e.g. transportaEon on the trade fair premises, provision of forkli
^ trucks and elevaEng trucks, handling of empEes, waste disposal etc.) unless these services are
explicitly referred to in the offer.
V. DELIVERY / TRANSPORTATION
1. Where no explicit deadline is agreed for the start of execuEon or for service compleEon, the
stated date of compleEon/delivery shall only apply on an approximate basis.
2. As a result of changes or adjustments of service execuEon, which are submiWed by the
contracEng enEty a^er conclusion of the contract, firmly agreed dates of execuEon/delivery shall
no longer be of a binding nature either. The same shall apply to hindrances, for which the
contractor is not responsible, especially to the cases where documents and materials of the
contracEng enEty are not made available in Eme.
3. If disrupEons occur within the business operaEons, for which the contractor or its upstream
suppliers or subcontractors are not responsible, especially in cases of force majeure, strike and
lockout that are aWributable to an unforeseen event through no fault of the contractor or its
upstream suppliers or subcontractors and trigger severe operaEonal disrupEons, the period of
delivery/compleEon shall be extended correspondingly. Where performance of the contract
becomes impossible due to the aforemenEoned disrupEons, both parEes shall be enEtled to
withdraw from the contract. In this event, the contractor shall have a claim for remuneraEon in
respect of the services provided unEl this point in Eme, whereby the services provided shall also
include the claims of third parEes, with which the contractor has placed orders as he was relying
on the implementaEon of the contract.
4. The products and (delivery) items of the contractor shall always travel at the expense and risk of
the contracEng enEty, unless agreed otherwise. If no parEcular instrucEon is in place, the
contractor shall decide on the mode of shipment at its discreEon and without responsibility for the
cheapest and quickest shipping mode. Packaging requested or deemed necessary by the
contracEng enEty shall be charged separately. Where transport is arranged by the contracEng
enEty, the goods being shipped shall only be insured on explicit instrucEons from the customer
and at the expense of the customer. Unless agreed otherwise, all risks shall pass over to the
contracEng enEty once the goods leave the business premises of the contractor, or otherwise once
they have been made available to the contracEng enEty. This shall also apply in cases where
carriage paid delivery has been agreed.
5. Objects of the contracEng enEty, which are supposed to be used in the context of providing the
contractual services, must be delivered by free delivery to the place of uElisaEon on the date
agreed. The contractor shall not be under obligaEon to provide for the return delivery of such
objects. Where the contracEng enEty assigns the contractor to provide for return delivery, the
laWer shall take place on a freight forward basis from the place of uElisaEon at the contracEng
6. Where the goods ready for shipping cannot be delivered or made available to the contracEng
enEty because of reasons, for which the contracEng enEty is responsible, the risk of accidental loss
or accidental deterioraEon of the goods shall pass over to the contracEng enEty on the day of
readiness for shipping. The services of the contractor shall be deemed provided following delivery
of the noEce staEng readiness for shipment.
7. If goods to be shipped or exhibits of the contracEng enEty are to be transported (where
applicable together with the contractor’s deliveries), the aforemenEoned regulaEons shall apply
correspondingly. VI. Basis of granEng credits. The contractor’s performance obligaEons shall be
subject to the creditworthiness of the contracEng enEty. Where the contracEng enEty has
provided incorrect or incomplete informaEon on the facts determining its creditworthiness, or
ceased making its payments, the contractor shall not be obliged to provide the contractual
services. In these cases, the contractor shall be enEtled to demand advance payment or other
suitable securiEes to safeguard its remuneraEon claim. If the contracEng enEty fails to meet this
request, the contractor shall be enEtled to terminate the contract for good cause pursuant to
SecEon XVI of these condiEons, or to withdraw from the contract and demand compensaEon for
damages. In respect of amounts, the regulaEon under SecEon XVI, SubsecEon 2 of these
condiEons shall apply.
VII. ACCEPTANCE / HANDOVER
1. As a rule, acceptance or handover shall take place formally and immediately a^er compleEon.
The contracEng enEty undertakes to be present by itself on the day of acceptance, or to have itself
represented on this day by a commissioner furnished with corresponding power of aWorney. It is
acknowledged explicitly that, in parEcular cases, acceptance one hour prior to the start of a trade
fair will not be inappropriate.
2. Where the contracEng enEty has taken the service or part of the service into use without prior
formal acceptance, the service or part of the service shall be deemed accepted as a consequence
of the act of uElisaEon unless the contractor was noEfied of defects prevenEng acceptance prior to
the act of uElisaEon.
3. SEll pending parEal services will be provided subsequently as quickly as possible, and defects, of
which the contractor has been noEfied, will be remedied as quickly as possible. Where they do not
significantly affect the funcEon of the contractual object, they shall not enEtle the contracEng
enEty to refuse acceptance.
4. Where the services consist in planning and implemenEng events, the respecEve acceptance
shall take place, as a rule, on the occasion of dress rehearsals or trial runs. This shall not apply to
planning services that are deemed completed and ready for acceptance as soon as they are
received by the customer.
VIII. OFFSETTING AND CESSION
1. Offsejng as well as the asserEon of a right of retenEon by the contracEng enEty may only take
place with respect to undisputed or finally established accounts receivable or to accounts
receivable being ready for a decision. This shall not apply as far as the account receivable, which
the offsejng refers to, arises from the same contractual relaEonship.
2. The rights of the contracEng enEty under this contractual relaEonship shall only be transferable
with prior consent from the contractor.
IX. LIABILITY FOR DEFECTS
1. The liability for defects shall be governed by the statutory regulaEons unless agreed otherwise in
these General Terms and CondiEons.
2. Where a defect is in place, for which the contractor is responsible, the contracEng enEty shall
only be enEtled, in principle and for the Eme being, to subsequent performance in the form of
subsequent improvement. The kind of appropriate subsequent improvement shall be subject to
the contractor’s discreEon. The contractor shall be at liberty to provide replacement delivery at
3. The period of limitaEon for warranty claims of the contracEng enEty against the contractor shall
be one year from the transfer of risk onwards. The restricEons stated above shall not apply to
claims for the compensaEon of damages and the reimbursement of expenses, which are
aWributable to gross negligence, wilful misconduct or the infringement of contractual obligaEons,
the proper fulfilment of which is a condiEon precedent for the implementaEon of the contact, and
on the fulfilment of which the customer is enEtled to rely on a regular basis (hereina^er referred
to as “cardinal obligaEons”). They shall not apply either as far as claims for the compensaEon of
damages and the reimbursement of expenses because of injuries to life, body or health or claims
on the basis of the German Product Liability Act are concerned. As far as a cardinal obligaEon is
infringed by negligence, the amount of the contractor’s liability shall be limited to damages and
expenditures that are both foreseeable and typically associated with this kind of contract. Unless
explicitly agreed in wriEng, product descripEons, samples or presentaEons shall not represent
guarantee statements or quality covenants.
1. The contractor’s liability for damage and expenditures aWributable to simple negligence shall be
ruled out as far as the claims are not aWributable to the infringement of contractual obligaEons,
the proper fulfilment of which is a condiEon precedent for the implementaEon of the contact, and
on the fulfilment of which the contracEng enEty is enEtled to rely on a regular basis (hereina^er
referred to as “cardinal obligaEons”), or unless claims because of injuries to life, body or health are
concerned. Claims asserted on the basis of the German Product Liability Act shall likewise remain
unaffected. In the event of a claim for remuneraEon, the claims of the contracEng enEty for
default interest shall remain unaffected by the clauses above. The same shall apply to the
contracEng enEty’s claim for remuneraEon in the form of the lump sum under § 288 SubsecEon 5
BGB (German Civil Code) or to the compensaEon of damages / losses aWributable to the costs of
2. As far as a cardinal obligaEon is infringed by negligence, the amount of the contractor’s liability
shall be limited to damages and expenditures that are both foreseeable and typically associated
with this kind of contract. The clause above shall also apply to the infringement of obligaEons by
auxiliary persons and legal representaEves of the contractor.
3. The contracEng enEty shall be liable to the contractor for all objects made available to the
contractor on a loan and rental basis, including the trade fair stand, up to the overall amount of the
replacement costs or the new acquisiEon value (in case of destrucEon and loss).
1. For any transport arranged or performed by the contracEng enEty, the goods being shipped shall
only be insured, to the amount of the new acquisiEon value, on explicit instrucEon from the
contracEng enEty and at the expense of the contracEng enEty.
2. Obvious damage in transit shall be noEfied to the contractor without delay. In case of shipping
by a forwarding agent, obvious damage shall be noted immediately on the leWer of consignment.
In the event of transport by rail, an official cerEficate from the railway company must be
demanded and forwarded to the contractor. Claims against the transport company shall be ceded
to the contractor on request.
3. Unless agreed otherwise, goods of the contracEng enEty that are taken into storage by the
contractor on the grounds of a wriWen confirmaEon shall be insured by the contractor at the
expense of the contracEng enEty during the period of storage. Such insurance shall be taken out,
for the amount of the new acquisiEon value, against fire, damage caused by water and damage
caused by the^.
XII. RESERVATION OF PROPRIETARY RIGHTS
1. All delivery items and service results, which are to become property of the contracEng enEty,
shall remain property of the contractor unEl all accounts payable under the contractual
relaEonship between the parEes are completely fulfilled.
2. Any transfer of uElisaEon and commercialisaEon rights shall only become effecEve once all
accounts payable under the contractual relaEonship between the parEes are completely fulfilled.
3. Without explicit consent from the contractor, the contracEng enEty shall not be enEtled to resell
the goods subject to the reservaEon of proprietary rights, or to process and reprocess such goods.
Regardless thereof, the contracEng enEty shall cede the accounts receivable arising from a resale
of the goods subject to the reservaEon of proprietary rights to the contractor already now as far as
the final invoice amount (value of the delivery including value-added taxes) is concerned. The
contractor accepts this cession.
XIII. COMMERCIALISATION AND UTILISATION
RIGHTS, CONCEPTUAL DESIGN
1. Offers, plans, dra^s, drawings, manufacturing and assembly documents, conceptual
descripEons, descripEons of exhibiEon and event concepts, lay-out sketches and film footage of
the contractor shall remain property of the contractor, including all respecEve rights, even if they
have been handed over to the contracEng enEty. They shall be entrusted to the contracEng enEty,
in this respect, within the meaning of § 18 UWG (Act against Unfair PracEces). The contracEng
enEty undertakes to refrain from any other commercialisaEon in any form whatsoever, especially
from duplicaEon and distribuEon, the implementaEon of changes, the transfer to third parEes or
the direct or indirect reproducEon. Any transfer of uElisaEon rights in excess of the uElisaEon
rights required for the performance of the contract shall require an explicit wriWen agreement,
regardless of whether any industrial property rights or copyrights are in place.
2. Unless agreed otherwise in wriEng, changes to plans, dra^s and concepts etc. may only be made
by the contractor. This shall apply as well if such documents have become property of the
3. It shall be assumed that the contracEng enEty has breached the obligaEons under this secEon if
he implements exhibiEons or events that essenEally comply with the plans and concepts of the
contractor. The contracEng enEty shall be at liberty, in this case, to provide evidence of the
4. In the event of infringement of the obligaEons stated in this secEon, in the context of service
results being made available on a loan or rental basis, especially in the case of unauthorised
reproducEon, the contractor’s claim for the compensaEon of damages shall amount to 50% of the
agreed rental price. The contracEng enEty shall be at liberty to prove that no damage has resulted
or that the resulEng damage has fallen short of the aforemenEoned amount.
5. Where materials or documents are handed over by the contracEng enEty for performance of the
services, the contracEng enEty warrants that the producEon and delivery of services rendered
according to its documents will not give rise to a violaEon of proprietary rights or copyrights of
third parEes. The contractor shall not be under obligaEon to review whether the informaEon and
documents made available by the contracEng enEty violate the proprietary rights of third parEes.
The contracEng enEty shall hold the contractor harmless of any claims arising from the violaEon of
such industrial property rights or copyrights.
6. The contractor shall be enEtled to create recordings of the events and use the recordings, along
with background informaEon on the project, for purposes of documentaEon and own PR /selfmarke
7. If desired by the contractor, the contracEng enEty shall be obliged to refer to the contractor in
the context of any publicaEons.
XIV. TERMINATION OF THE CONTRACT
1. The contracEng enEty shall be enEtled to give noEce of terminaEon of the contract at any Eme.
2. Where the contracEng enEty gives noEce of terminaEon of the contract without having
indicated an important reason for doing so to the contractor, the contractor shall have a claim for
remuneraEon of the services provided unEl this point in Eme, whereby the services provided shall
also include the claims of third parEes, with which the contractor has placed orders as he was
relying on the implementaEon of the contract. In respect of the services not provided unEl this
point in Eme, 40% of the respecEve agreed remuneraEon shall be agreed as spared expenditures.
The contractor agrees to a setoff of this rate against its claim for remuneraEon unless the
contractor provides evidence that, in actual fact, the amount of spared expenditures was lower.
Conversely, the contracEng enEty shall be at liberty to provide evidence that the amount of the
contractor’s spared expenditures was actually higher.
3. The right to give noEce of terminaEon for good cause shall remain unaffected. Exercising this
right shall require that, prior to this, a corresponding wriWen request to remove the good cause
was submiWed within an appropriate period of Eme and that this period of Eme / deadline has
expired unsuccessfully. Good cause shall be in place, in parEcular, if the contracEng enEty has
infringed its contractual obligaEons grossly or in a sustained manner and, in parEcular, if he does
not properly meet his payment obligaEons despite being requested to do so.
4. In the event of terminaEon by the contractor for good cause or withdrawal by the contractor
because of reasons, for which the contracEng enEty is responsible, the aforemenEoned regulaEon
of SubsecEon 2 shall apply correspondingly. The contracEng enEty shall be at liberty to prove that
no damage has resulted or that the resulEng damage has fallen short of the aforemenEoned
amount. The asserEon of more far-reaching damages shall not be ruled out.
XV. FINAL PROVISIONS
The place of performance and place of jurisdicEon for all disputes arising from the contractual
relaEonship shall be the registered office of the contractor as far as the contracEng enEty is a
general merchant, a legal enEty under public law or a special fund under public law, or if the
contracEng enEty’s registered office is located abroad. The contractual relaEonship shall be subject
to German law, to the exclusion of the United NaEons ConvenEon on Contracts for the
InternaEonal Sale of Goods (CSG) and of private internaEonal law.
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