GTC General Terms and Conditions
for legal relationships with exhibitors/customers
as of October 2011
I. Contractual bases
1. All orders issued to the Contractor are based in the following order on:
• the content of a contract stipulated between the parties
• the order confirmation
• the offer
• these general terms and conditions
• the legal provisions of the Civil Code of the Federal Republic of Germany, in particular the provisions concerning lease and service contracts
• the fee scale for engineers and architects.
2. Deviations from these terms and conditions require a written agreement.
II. Subject matter of the contract
1. The following conditions shall be decisive for all deliveries and services. They shall also apply for all future legal relationships between the Contractor and the Principal. Contract terms of the Principal shall only become part of the contract if they are accepted in writing by the Contractor.
2. Acceptance of the Contractor’s services shall be deemed to constitute the acceptance of these general terms and conditions.
III. Offer, offer and draft documents
1. The offer is not binding, unless stated otherwise in the offer.
2. If offers are prepared in accordance with the specifications of the Principal or the documents provided by the relevant exhibition management, the Contractor does not assume any liability for the accuracy of the received specifications and documents, unless their faultiness and unsuitability are not recognized due to intent or gross negligence.
3. Offers, plans, designs, drawings, production and installation documents as well as descriptions of event concepts, including all their attaching rights, shall remain property of the Contractor, unless explicitly agreed otherwise in writing. The Principal undertakes to refrain from any other use in any form, in particular by copying or distributing or passing them on to third parties as well as making changes, without the explicit consent of the Contractor. In the case of an infringement of this obligation by the Principal, the Principal undertakes to pay the costs for the preparation of the documents plus a reasonable user fee, without prejudice to any further injunctive relief or claims for damages.
IV. Conclusion of the contract
The contract shall be concluded upon the written confirmation of the Contractor. However, an issued order shall be deemed to be accepted if it is not rejected within one month after its receipt. The obligation of injunction according to section III,3. of these conditions shall apply irrespective of whether the order is placed or whether a further contract is concluded.
The contractual relationship is exclusively governed by German law, in particular by the German Civil Code and the German Commercial Code.
1. The offer prices shall only be valid for an undivided order of the offered object.
2. All prices are net prices ex manufacturing plant or dispatch centre, and they do not include packaging, freight, postage, insurance etc.
3. The offer prices shall be valid for a period of 4 months as of the conclusion of the contract. After expiry of this period of 4 months, the Contractor shall be entitled to pass on price increases of the manufacturers or suppliers or wage increases to the Principal. The Principal can withdraw from the contract if the price is more than 4 % above the price at the time the contract was concluded.
4. If the beginning, the continuation or the completion of the work is delayed due to reasons for which the Principal is not responsible, the Principal shall be entitled to charge the additional expenses incurred by this separately. In this case, the rates for working hours (including travel and loading times), vehicle appliances, material prices and other prices of the Contractor applying on the day the work was performed shall be decisive.
5. Services which have not been included in the offer and which have been performed upon request of the Principal, or additional expenses due to incorrect information provided by the Principal or the exhibition organizer, due to transport delays for which the Contractor is not responsible, unsuitable hall or ground conditions, delayed or unprofessional preparatory work of third parties, if they are not persons employed by the Contractor in performing an obligation, shall additionally be invoiced to the Principal. The calculation basis shall be section V.4 of these conditions.
6. Services and procurements carried out for the Principal upon their request within the framework of the planning and execution of the activity covered by the contract shall be remunerated separately. For the amounts paid in this respect, the Contractor shall be entitled to charge an advance commission in the usual amount as well as the reimbursement of expenses in the amount of 20 % of the respective net offer amount. Furthermore, the Contractor shall be entitled to assign those services to a third-party company in the name of the Principal.
7. Unless otherwise agreed in writing, the Principal shall bear the following costs and expenses incurred by the Contractor or the costs invoiced to the Contractor by a third party: costs for storage of empty/full containers, for packaging, for disposal, for the use of auxiliary devices, such as e. g. lift truck or forklift, for costs incurred by the organiser of the exhibition due to early setup or extended dismantling or due to night work, for suspension points, costs incurred by the organiser of the exhibition for electric, compressed air, water and telecommunication connections, cleaning, stand guards, catering, special transports, journeys on Sundays and holidays, parking fees, costs incurred by the organiser of the exhibition for fire brigades and fire protection, for TÜV [Technischer Überwachungsverein; Technical Inspection Association] or Dekra tests as well as costs.
VI. Delivery time and installation
1. If a deadline is not explicitly agreed upon for the beginning of the execution or the completion, the stated completion/delivery date shall apply only approximately.
2. With changes proposed by the Principal after conclusion of the contract or alterations concerning the execution, firmly agreed execution/delivery dates shall also no longer be binding. The same shall apply in the case of impediments for which the Contractor is not responsible, in particular in the case that documents and materials of the Principal are not made available in due time.
3. In the case of business interruptions for which the Contractor or their upstream suppliers or subcontractors are not responsible, in particular interruptions of work, strikes and lockouts as well as events of force majeure which are caused by an unforeseeable event and not by fault and which result in severe disruptions of operations, the time for delivery/completion shall be extended accordingly. If the fulfilment of the contract becomes impossible due to the disruptions mentioned above, both parties shall be entitled to withdraw from the contract. In this case, the Contractor shall be entitled to claim payment of the services rendered until this date; the services rendered shall also include claims of a third party commissioned by the Contractor in reliance on the performance of the contract. Further claims for damages shall be excluded for both parties.
VII. Freight and packaging/transfer of risk
1. The products of the Contractor shall always travel at the Principal’s costs and risk, unless otherwise agreed upon. Any packaging required and considered to be necessary by the Contractor shall be invoiced separately. The same shall apply for shipped goods of the Principal.
2. Parts of the Principal which shall be used in the manufacturing or installation, shall be delivered free works or installation site on the agreed date. The return of such parts from the works or place of use is not free of charge and at the risk of the Principal, unless otherwise agreed upon.
3. The risk shall be transferred to the Principal when the goods leave the Contractor’s premises or when they are made available to the Principal, unless otherwise agreed upon. This shall also apply if freight-free delivery is agreed.
4. If the goods which are ready for dispatch cannot be delivered due to reasons for which the Principal is responsible, the risk shall be transferred to the Principal on the day of readiness for dispatch. The services of the Contractor shall be regarded as having been fulfilled when the notification of readiness for dispatch has been delivered to the Principal.
1. In general, acceptance and delivery shall take place formally and immediately after completion. The Principal undertakes to be present themselves or to send a duly authorized representative on the acceptance date. In this respect, it is explicitly acknowledged that, in special cases, an acceptance date one hour before the beginning of the exhibition is not unreasonable.
2. Any partial service which is still to be rendered or notified defects will be completed or corrected as soon as possible. Insofar as the function of the contractual object is not significantly impaired, they do not give the right to refuse acceptance.
3. If the Principal made use of the service or a part of it without prior formal acceptance, the acceptance shall be deemed to have been occurred by this use.
4. If deliveries and services of the Contractor were left to the Principal by way of lease, the formal delivery of the leased object shall take place immediately after the end of the exhibition, if requested by the Contractor. The Principal is obliged to be present or to send a duly authorized representative on the delivery date.
1. The warranty period shall be 12 months beginning with acceptance of the work or with the delivery of the object of purchase; in the case of provision by way of lease, the warranty shall be based on the provisions concerning lease contracts.
2. Within the framework of the warranty, the Principal can only demand rectification in the first place. The type and manner of the proper rectification shall be in the Contractor’s discretion. The Contractor shall be entitled to choose replacement at any time. The Principal shall be entitled to assert any further claims, in particular claims for reduction or withdrawal from the contract, if two rectification attempts due to the same defect failed.
3. The warranty does not cover those defects which are caused at the premises of the Principal due to natural wear and tear, moisture, strong heating or improper treatment or improper storage. Likewise, the warranty does not extend to reasonable deviations concerning the form, dimensions, colour and quality of the materials.
4. The Principal is obliged to immediately inform the Contractor about any defect and to give them the opportunity to carry out the relevant assessments.
5. If the notification of defects is delayed or reservations due to known defects are not made at the time of acceptance, the warranty claims shall completely lapse.
6. The warranty claims shall also lapse if the Principal carries out changes themselves or if the Principal makes it difficult or impossible for the Contractor to carry out the assessment and rectification of the defects which is usually the case if a notification of defects is made after the end of the exhibition.
1. Claims for defects and claims for damages arising from the procurement of deliveries and services from external companies, which was carried out in the name of the Principal, shall be excluded, unless the Contractor infringed a duty of care when selecting the external companies.
2. The Contractor shall not be liable for the property of the exhibitor, unless custody has explicitly been agreed in writing. In this case, the Contractor shall only be liable in the amount of the insurance payments.
3. If the subject matter of the contract includes only the planning and design, the Contractor shall only be liable that they are able to realize the planning or design accordingly. Any further claims are excluded.
4. The Contractor shall not be liable for any advice, information or any other service provided free of charge.
5. Claims for compensation of damages of any kind, including any damage that was not caused to the delivery item itself, e. g. due to delay, breach of duty or tort, shall be excluded, to the extent the damage was not caused by intent or gross negligence and to the extent the exclusion does not prevent or endanger the fulfilment of the contract.
Claims for damages arising from an injury of life, body and health as well as claims according to the German Product Liability Act shall remain unaffected.
The limitation of liability shall apply to the same extent to vicarious agents of the Contractor as well as to persons employed by the Contractor in performing an obligation.
6. Overall, the Principal shall be liable for all items which were left to them by way of lease and loan, including the exhibition stand, up to the amount of the replacement costs or, in the case of loss, up to the amount of the new purchase value.
1. With regard to transports organized or performed by the Principal, an insurance for the shipped goods shall only be taken out upon the explicit order and at the costs of the Principal, in the amount of the new purchase value.
2. The Contractor shall immediately be informed about any transport damage. In the case of dispatch by a forwarding agent, any damage shall be indicated immediately on the consignment note; in the case of rail transport, a certificate concerning the damage issued by the railway authorities has to be requested and sent to the Contractor.
3. Goods of the Principal which the Contractor accepted for storage based on a written confirmation shall be insured by the Contractor, at the expense of the Principal, in the amount of the new purchase value against fire, water damage and burglary for the duration of the storage, unless otherwise agreed upon.
XII. Credit basis
A condition for the Contractor’s performance obligations is the creditworthiness of the Principal. If the Principal provided incorrect or incomplete information concerning their person or the facts determining their creditworthiness or if the Principal stopped their payments or if insolvency proceedings concerning their assets have been applied for, the Contractor is not obliged to provide the services. In these cases, the Contractor may demand advance payment or any other appropriate security to safeguard the claim for remuneration. If the Principal does not comply with this request, the Contractor has the right to terminate the contract for good cause according to section XVII of these conditions or to withdraw from the contract and demand compensation for damages. With regard to the amount, the regulation according to section XVII,3. of these conditions shall apply.
XIII. Reservation of title
Reservation of title
The goods delivered by us shall remain our property until the buyer has settled all claims arising from the business relation - including balance claims arising from current account and from refinancing or acceptor’s bills.
The buyer shall be entitled to sell the goods delivered by us in the ordinary course of business. We are entitled to revoke the buyer’s rights to sell the goods by a written declaration if the buyer comes in default with their obligations towards us, in particular with their payment obligations, in the case of cessation of payments or if an application for the initiation of compensation or insolvency proceedings is filed.
With regard to the buyer’s right to process the goods delivered by us, the restrictions of the above paragraph 2 shall apply mutatis mutandis. By processing, the buyer does not acquire ownership of the partly or completely manufactured goods; the processing shall be carried out free of charge and exclusively for us as manufacturer according to section 950 BGB. If our retention of title should expire due to any circumstances, the buyer and we agree already now that the ownership of the goods is transferred to us upon processing, that we accept such transfer and that the buyer shall remain unpaid depositary of the goods.
If our goods which are subject to reservation of title are processed or inseparably mixed with products which are in the ownership of a third party, we shall acquire co-ownership of the new item or the mixed stock. The proportion of the co-ownership is determined by the ratio between the invoice value of the goods delivered by us under reservation of title and the invoice value of the other goods.
Goods in which we acquire ownership or co-ownership according to the above paragraphs (3) and (4) shall be considered as goods subject to reservation of title within the meaning of the following provisions; the same shall apply for the goods delivered to us under reservation of title according to paragraph (1).
The buyer shall already now assign to us all claims resulting from the resale of the goods subject to reservation of title. The claims resulting from the resale shall also include the claim against the bank which, within the scope of the resale, has issued or confirmed a letter of credit for the benefit of the buyer (=reseller). We hereby accept this assignment. If the goods subject to reservation of title are processed products or mixed stock which, in addition to the goods delivered by us, contains only such items which either belonged to the buyer or which were delivered to the buyer by a third party only under the so-called simple reservation of title, the buyer shall assign to us the entire claim resulting from the resale of the goods. In the other case, i.e. in the event of a concurrence of advance assignments to us and other suppliers, we are entitled to a proportion of the proceeds from the sale which corresponds to the ratio between the invoice value of our goods and the invoice value of the other processed or mixed goods.
As far as our claims are undoubtedly secured by more than 110 % due to the assignments or reservations of title declared above, the surplus of the receivables or the goods subject to reservation of title shall, upon the buyer’s request, be released at our choice.
The buyer shall be entitled to collect the receivables resulting from the resale. This direct debit authorisation shall cease to exist if the buyer does no longer have an ordinary course of business. Furthermore, we are entitled to revoke the buyer’s direct debit authorisation if the buyer comes in default with their obligations towards us, in particular with their payment obligations, or in the case of cessation of payments or if an application for the initiation of compensation or insolvency proceedings is filed. If the direct debit authorisation should become void or if it is revoked by us, the buyer shall immediately inform us, upon our request, about the debtors of the assigned claims and provide us with the information and documents necessary for the collection.
In the event of any action taken by third parties against our goods subject to reservation of title or the assigned receivables, the buyer shall be obliged to inform the third party of our ownership/our right and to notify us immediately. The costs of an intervention shall be borne by the buyer.
In the event of a behaviour contrary to the contract, in particular default in payment, the buyer shall be obliged, upon our first request, to surrender the goods subject to reservation of title which are still in their possession and to assign to us any claim for surrender against a third party in relation to the goods subject to reservation of title. The taking back and seizure of the goods subject to reservation of title by us do not constitute the withdrawal from the contract.
We can demand that the buyer informs us of the claims which result from the resale and which are assigned to us according to paragraph (6) as well as of their debtors. We are then allowed to disclose the assignment at our choice.
To the extent the Contractor stores goods for the Principal, the Principal shall pay the agreed storage fee to the Contractor. If no storage fee is agreed, it shall be 7.50 €/p. m² of net floor area.
In addition to the storage fee, the Principal shall bear the costs incurred by the Contractor for the provision and removal as well as a possible disposal of the stored goods. If the Principal does not collect the stored goods despite two written reminders of the Contractor, the Contractor shall be entitled to use the stored goods for their own purposes or to dispose of them at the expense of the Principal.
XV. Property rights, designs, drawings
1. Plans, designs, drawings, production and installation documents, descriptions of event concepts etc., including all their attaching rights, shall remain property of the Contractor, even if they were handed over to the Principal. The transfer of property rights and rights of use requires an explicit written agreement.
2. Changes of the plans, designs, concepts etc. may only be made by the Contractor, unless otherwise agreed upon in writing. This shall also apply if the Principal obtained ownership of these documents.
3. If the Principal provides materials or documents for the purpose of producing the object of the contract, the Principal shall guarantee that no infringement of property rights of third parties will result from the production and delivery of the works performed according to the documents of the Principal. The Contractor is not obliged to check whether an infringement of property rights of third parties will result from the information and documents provided by the Principal for the purpose of production and delivery. The Principal undertakes to immediately indemnify the Contractor against all possible claims for damages of a third party and the Principal shall be liable for any damage arising from the infringement of property rights.
XVI. Terms of payment
1. Our delivery and payment conditions which our customer accepts when placing the order shall apply exclusively; this shall also apply for future transactions, even if we do not expressly refer to them, but if the purchaser has received them in connection with an order confirmed by us. If the order is placed with deviations from our delivery and payment conditions, our delivery and payment conditions also shall apply exclusively, even if we do not object. Deviations shall only apply if we expressly acknowledged them in writing.
2. In general, invoice amounts shall be due for payment immediately upon receipt of the invoice, unless otherwise agreed upon. Deductions of any kind shall be excluded, no interest will be paid on advance payments. All invoice amounts are plus the respective statutory value added tax.
3. The contractor shall be entitled to issue interim invoices or to demand instalment payments, unless otherwise agreed upon. In general, one third of the order amount shall be due for payment when the order is placed, one third as interim invoice and one third when the stand is handed over.
If the buyer is in default with the fulfilment of any payment obligation towards us, all existing claims shall immediately become due.
XVII. Set-off and assignment
1. The Principal is not entitled to set off against contested and not legally recognized counterclaims. The same shall apply for the assertion of rights of retention.
2. We are entitled to assign the claims arising from our business relations.
1. The right of ordinary termination of the contract by the Principal shall be excluded, in particular section 649 BGB [Bürgerliches Gesetzbuch; German Civil Code] shall not apply.
2. The right of termination for good cause shall remain unaffected. However, it is condition that a prior written request to remove the cause within a reasonable period of time is made and that the period expired unsuccessfully. In particular, a good cause shall exist if the Principal does not fulfil their payment obligations or if the Principal infringes the obligations of injunction according to these conditions.
3. In the event of termination for good cause by the Contractor or in the event of withdrawal due to reasons for which the Principal is responsible, the Contractor shall be entitled to demand a general compensation in the amount of 40 % of the order value. The Principal can prove that the damage did not occur or not in the asserted amount. The assertion of any further damage is not excluded.
XIX. Data protection
It is pointed out that, within the framework of the business relationships or in connection with the business relationships, personal data according to the Federal Data Protection Act is processed, irrespective of whether this data was provided by the Contractor or by a third party.
XX. Place of performance and place of jurisdiction
The place of jurisdiction shall be the registered office of the company.
XXI. Final provisions
Should individual provisions of these general terms and conditions or of the respective contract be invalid, in whole or in part, this shall not affect the validity of the remaining provisions.