General The following terms and conditions shall become an integral part of the contract upon confirmation of the order by the contractor. Deviating agreements shall only be valid if made in writing; deviation from this requirement of form is only possible on the basis of a prior or simultaneous written agreement.
Quotation and responsibilities of the purchaser a. The contractor shall be bound by his quotation for two weeks. The order shall come about upon receipt of the contractor’s order confirmation. b. The quotation includes the preparation of a ground-plan drawing. Following placing of the order, the hall plans as well as the lists of the exhibits must be made available to the contractor at the latest four weeks prior to the start of the exhibition.
Prices a. All prices are to be understood as ex-works, including packing, transport, customs and insurance. b. Following conclusion of the contract, the contractor shall be entitled to implement an appropriate price increase if: the prices of raw materials and auxiliary materials, e.g. energy, increase significantly quantities, dimensions and sizes of the goods ordered change at the request of the purchaser charges and taxes increase.
Delivery and delivery periods a. The date stated in the order confirmation shall apply as delivery date. b. Circumstances for which the contractor is not responsible, such as serious disruption of operations. Strikes as well as cases of force majeure can extend the delivery periods and cannot result in recourse claims of the purchaser.
Acceptance a. Acceptance shall be by handover of the trade-fair or exhibition stand, at the latest upon use thereof. b. Unconditional acceptance shall also constitute separate confirmation or approval of the previous contract amendments or contract extensions. c. Reservations at the time of acceptance must be declared in writing.
Passing of risk a. The risk of damage or unforeseeable limitation of use shall pass to the purchaser at the latest upon dispatch of the delivered parts, including in the event of partial delivery. b. Partial deliveries are permitted. c. Liability of the contractor for damage to or theft of exhibits by third parties is explicitly excluded.
Liability (except warranty) of the contractor, including in cases of default or impossibility. a. Liability for culpable conduct on the part of the contractor’s vicarious agents – including for grossly negligent or intentional conduct – is hereby excluded. In the event of culpable conduct on the part of the contractor himself or of his legal representatives, liability for tortious act shall be limited to grossly negligent or intentional conduct; this group of persons shall only be liable for other forms of culpability that concern contractual claims, with this liability limited to direct damages of up to 15,000.00 €. b. Point a) above shall apply analogously for claims against the contractor for default or impossibility, subject to the proviso that the exclusion of liability shall not apply to grossly negligent or intentional conduct on the part of the vicarious agents.
Warranty and notification of defects a. In the event of defects or the absence of assured features, the contractor shall be entitled to a right of repair and subsequent delivery in so far as a warranty obligation as per point b) above is given. If repair or subsequent delivery is impossible or if these fail, the purchaser can demand an appropriate reduction in the price. b. All warranty claims shall be excluded for defects as well as for an obvious lack of assured features if these are not notified upon acceptance. In cases of other defects or missing assured features, these must be notified to the contractor in writing immediately, at the latest however within two hours of their occurrence; failure to do so shall result in lapsing of the warranty. c. Reasonable deviations in form, dimensions, colour and quality of the material are contractually conform and shall not create an entitlement to notification of a defect. d. Defect claims based on the procurement of deliveries and services from outside companies (full service) are excluded, unless it can be demonstrated that the contractor has violated his duty of care when selecting the subcontractors.
Withdrawal a. If the purchaser withdraws from the contract subsequent to placing of the order, he shall be obliged to pay the contractor compensation of 40% of the order amount or of the residual order amount not yet produced. The partial services provided must be remunerated in full in addition. b. The purchaser shall retain the right to demonstrate that the contractor has suffered no or significantly lesser damage through withdrawal than specified in the lump-sum compensation. c. The contractor is entitled to withdraw from his quotation if he has knowledge of unwillingness to pay and insufficient creditworthiness.
Retention of title The contractor shall retain title to all items and rights delivered under the contract until such time as complete payment of the agreed price has been received from the customer.
Copyright The drafts and versions produced by the contractor must not be copied or forwarded without his written consent, even if these have been handed over to the purchaser and paid for by the latter. The contractor is entitled to identify all services provided for the customer as his own services, and to publish these for promotional purposes.
Storage The storage costs for exhibition stands that are to be used again will be invoiced separately by the contractor. The same shall apply for maintenance and renovation costs which shall be payable by the customer at cost.
Payment a. When renting out or purchasing trade-fair and exhibition items and in the absence of any ruling to the contrary, 50% shall be payable as partial payment upon placing of the order and 50% following erection, respectively without deduction. For all overseas customers the following payment terms apply: 50 % down payment ten weeks prior to event, 35 % two weeks prior the event ant the remaining 15 % will be invoiced on first day of event. b. If the contractor becomes aware of reasons that give rise to justified doubts concerning continued adherence to correct payment procedures by the purchaser (e.g. composition proceedings, imminent cessation of payments and similar), or if the purchaser has provided incorrect or incomplete information concerning his person or his creditworthiness, the contractor shall be entitled to withdraw from the contract in accordance with point 9c above; alternatively and in deviation from point 13 a above, he shall be entitled to make execution of the contract conditional on 100% advance payment of the order amount. The same shall apply if the customer still has outstanding payment arrears from previous orders. c. Additional expense and overtime that become necessary subsequent to conclusion of the contract and for which the contractor is not responsible, shall be invoiced to the purchaser separately. The same shall apply to additional orders placed retrospectively. d. Services and procurements, in particular -purely- third-party services (water, electricity, parking pass and similar), performed for the purchaser at his request within the context of the planning and execution of his exhibition participation, shall be invoiced separately. e. The purchaser cannot offset against claims of the contractor. Excepted from this ruling are claims that are undisputed or have been established by declaratory judgment.
Place of jurisdiction and place of performance Place of jurisdiction and place of performance for all claims under the contract – irrespective of their amount – is the Local Court Bad Neuenahr- Ahrweiler.
Concluding provision The ineffectiveness of part of the above rulings shall not affect the effectiveness of the other provisions.
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