§ 1 General Provisions
1) All legal transactions and offers of genial5 GmbH, hereinafter referred to as the “Agent”, are exclusively based on these General Terms and Conditions of Business. Any provisions of the principal which deviate from these General Terms and Conditions of Business are subject to the written consent of the Agent. Otherwise, any conflicting clauses shall not form part of any contracts.
2) These Terms and Conditions of Business shall also apply to all future transactions.
3) All stands at trade fairs are provided on a lease-only basis for the duration of a trade fair. Therefore, any parts supplied are expressly leased only unless they are listed as sold parts in the offer and/or in the order confirmation.
§ 2 Conclusion of Contract
1) Any offers submitted by the Agent serve solely to facilitate pre-contractual negotiations, are subject to confirmation and have no binding force unless they have been declared binding in writing. A contract is only concluded if the Agent submits an order confirmation to the principal. If the order confirmation is not revoked within 14 days, the contract shall be considered as having been concluded.
2) All agreements, orders, amendments and cancellations shall be made in writing. If the principal has not received an order confirmation 14 working days prior to the beginning of the trade fair at the latest, it shall notify the Agent accordingly in writing by return.
3) These General Terms and Conditions of Business shall form part of the Agent’s order confirmation. A corresponding indication is given in the correspondence between the Agent and the principal.
§ 3 Prices
1) Unless otherwise agreed, all prices shall be subject to German VAT. All prices comprise rent for the duration of the respective trade fair unless agreed otherwise.
2) The stand lease of the respective trade fair company, connection costs, costs incurred for authorisation procedures (such as statics) as well as fees of any kind (such as costs for attachment points) which are levied by any trade fair companies are not included in the price. This also applies to costs for the disposal of waste, floor coverings and any other non-recyclable waste as well as all utility costs, such as energy and water.
3) Special works or change requests made by the principal which are not contained in the original order shall be charged separately. The same applies to any fixed-sum orders. Where such works are to be conducted on Saturdays, Sundays, public holidays or at night, the Agent shall be entitled to add a corresponding surcharge to the labour rates stated in the offer.
4) For any meetings requested by the principal subsequent to the placing of the order, travel, board and overnight expenses may be charged to an appropriate extent in addition to the actual time spent.
§ 4 Time of Delivery and Delay in Delivery
1) The principal’s compliance with the obligations to deliver and perform is subject to the punctual and proper fulfilment of the principal’s obligations. This also includes the timely receipt of all documents to be submitted by the principal, the punctual clarification and approval of the plans, no construction-related impediment, compliance with the agreed payment terms and any other obligations of the principal. If these requirements are not fulfilled properly and in full, the delivery period shall be extended accordingly.
2) The delivery period shall apply subject to any unforeseeable impediments which do not reflect the intention of the Agent. This refers in particular to any cases of force majeure, acts by public authorities, transport disruption and interruptions of operation.
§ 5 Terms of Payment
1) Payment shall be due without deduction upon receipt of the invoice.
2) For all stands, we charge 50% of the total order value upon the placement of the order and 50% of the order total ten days prior to the beginning of the trade fair. If payment is incomplete or late, the Agent shall have a right of retention to the trade fair and exhibition stand until payment has been made in full.
3) The customer shall only be entitled to a right of set-off if its counterclaims have been conclusively determined by a court, are uncontested or acknowledged by us.
4) In case of a delay in payment, the Agent, after having set a reasonable time limit, shall be entitled to withdraw from the contract without a warning of refusal to accept performance and to claim damages for any planning and preparatory services rendered. In case of a delay in payment following the performance of services, a processing fee of €15.00 shall be levied for each reminder. Default interest shall be fixed in accordance with the applicable legal provisions.
5) The acceptance of bills of exchange is subject to prior agreement; bills of exchange are only accepted for payment purposes and subject to the discounting options. If payment is effected by means of bills of exchange, cheques or any other type of payment order, the principal shall bear the costs of discounting and collection. The Agent shall not be obliged to protest accepted bills or cheques.
6) Bills of exchange and cheques shall only deemed as having been paid after the equivalent value has been credited to the account of the Agent. Discounting and bill charges as well as all incidental expenses shall be borne by the principal. The Agent shall not be liable for punctual presentation, protesting, notification and retention of the bill if it is dishonoured.
7) Payment shall exclusively be made to genial5 GmbH.
§ 6 Cover Note
The principal warrants that it has sufficient financial resources at the time of order placement to pay for the delivery of goods or the service provided. Any economic or financial payment problems that arise subsequently shall be notified without delay. Where the principal is unable to make a full payment of the contract price, the Agent shall be entitled to withdraw from the contract.
§ 7 Safety Precautions / Obligations of the Customer
1) Cubicles, showcases and any other lockable pieces of furniture are not burglar-proof. The locking mechanisms merely serve to deter burglary. Thus, the deployment of security personnel at the stand is strongly recommended. Moreover, the customer is recommended to maintain adequate insurance cover both of the complete object of lease (stand) and any objects exhibited or similar. The Agent shall not be liable for any items that are left at the stand by the principal.
2) Graphics and any other documents which the Agent prepares, affixes or erects by order of the principal are the responsibility of the principal. The Agent shall neither verify a possible violation of property rights nor check the accuracy of the documents. The principal shall indemnify the Agent against any damage claims which might arise due to any infringements of the law or typing errors or defects in colouring.
3) The principal shall be responsible for ordering stand partition walls. The guidelines of the majority of trade fair companies do not permit the use of rear walls or side walls of the neighbouring stand for boundary purposes.
§ 8 Storage
No items of the principal whatsoever shall be stored. If storage is requested in a particular case, then this shall be subject to a corresponding written order and confirmation thereof. The Agent shall only be liable for damage caused to the stored items if this is intentional or due to gross negligence.
§ 9 Provisions pertaining to Lease Agreements
1) The leased goods are let solely for the agreed purpose and period. No ordinary right of termination of the lease agreement subsists. The leased goods may only be sublet to co-exhibitors at the same stand, whereby liability for the leased goods remains with the principal.
2) The Agent shall be entitled at any time to inspect the trade fair or exhibition stand in order to inform itself of its existence and condition.
3) The condition and completeness of the leased objects shall be inspected by the principal upon their receipt. A delivery schedule shall be prepared for the delivery (acceptance) of the leased goods. They shall be accepted on the agreed date. The principal is obliged to accept the leased goods if the requirements are met. If the principal or any authorised representative is absent at the agreed time of delivery, the Agent shall wait for one hour without any costs being incurred. If the principal exceeds the time of delivery by more than two hours, then the stand and the leased items shall be considered as having been delivered in a correct and flawless manner even if no signed delivery schedule is drawn up.
4) As the leased objects are as a rule leased materials and items, normal signs of wear and tear shall not establish a claim for remedy of a defect, replacement and withdrawal. The same shall apply to any colour and surface variations that are typical of the particular material. The leased goods shall be cleaned upon the completion of the stand. No subsequent improvement may be requested for any soiling caused by surrounding stand construction activities. Professional cleaning of the stand is strongly recommended for the evening prior to the start of the trade fair as experience has shown that the dust in the exhibition halls only settles in the evening before the start of the trade fair.
5) The risk of accidental loss or damage shall pass from the Agent to the principal on delivery of the leased objects. The principal shall immediately notify the Agent of any loss of and damage to the leased objects. The risk on the part of the principal shall end upon the return of the leased objects to the Agent. If the principal departs at the end of the trade fair, all moveable items, such as chairs, stools, brochure holders etc. shall, to the extent possible, be locked in the cabins and the keys deposited at an agreed place.
6) The principal shall be strictly liable for all loss and damage to the leased objects in the period in which it has them in its charge. It shall account for all necessary expenses incurred for the manufacture or repair of the leased objects, to a maximum of their value at the time of delivery. It is recommended that the leased objects be insured against loss, damage and vandalism at the principal’s expense.
7) The lease shall expire at the end of the respective event (trade fair) and the stand dismantled directly thereafter unless agreed otherwise. Items left at the rental stand shall be disposed of without compensation for lost value.
8) The duty to exercise proper care and the duty of supervision with respect to the entire leased object shall be incumbent on the principal as of the time of delivery. If the principal acts in breach of the duty to exercise proper care and the duty of supervision, it shall give an indemnity for the loss hereby arising.
9) No pro-rata repayment of the stand rent shall be made for the items contained in the order confirmation which are not required by the principal in a particular case. These items cannot further be exchanged or set off against any other services.
§ 10 Limitation of Liability
The Agent shall be liable for any loss arising from death, personal injury or disease in accordance with the applicable statutory provisions. It shall only be liable for any other damage caused intentionally or by gross negligence. The Agent shall also be liable for any other damage caused intentionally resulting from the breach of a material contractual duty, whereby such liability shall be limited to foreseeable damages. The aforementioned provisions pertaining to the limitation on liability shall apply both to any statutory and contractual claims, including, but not limited to, any damage claims arising due to any warranty provisions.
§ 11 Warranty
1) Objections relating to any apparent defects, deliveries of goods and provision of services shall be made in writing without delay, no later than ten days after the delivery at the destination. With reference to deliveries of goods and provision of services relating to exhibits, complaints shall be raised in writing immediately, and no later than 24 hours after acceptance of the trade fair and exhibition stand. The complaints set out above shall be addressed exclusively to genial5 GmbH in writing.
2) The Agent shall have the right to rectify defects and substitute delivery. The Agent shall also be entitled to remedy a defect complained of several times.
3) If the principal prevents the Agent from performing the rectification works, the Agent shall be discharged from liability.
4) In any event, any warranty shall be subject to the prior receipt of all payments.
5) The Agent accepts no liability for normal signs of wear and tear, but shall be liable for any accidents, damages to property etc. that occur due to improper use.
§ 12 Copyright and other Property Rights
1) The design and planning documents, drawings, production and assembly documentation as well as the design and the concept description shall remain the intellectual property of the Agent. The principal shall not be entitled to reproduce or use the documents resulting from them for its own purposes or to pass them to third parties without the consent of the Agent. It shall further not be entitled to make copy constructions based on them.
2) If the principal violates any copyright or property rights, it shall pay liquidated damages at a rate of 75% of the rental fee for the leased goods as agreed by the parties to the contract, whereby the minimum amount to be paid shall be EUR 5,000.00. The liquidated damages shall be set off against any damage claim. This is without prejudice to any rights to injunctive relief.
3) The copyright in the documents set out above shall remain with the Agent even after payment of the agreed rental amount has been made.
4) The Agent shall be entitled to attach its company name or the company name of the company commissioned by itself at an appropriate size to the items manufactured by itself in accordance with the planning documents of the principal, in particular to any stands at trade fairs. Moreover, the Agent shall be entitled to publish any illustrations and photos of the supplied goods or to use them for advertising purposes respectively free of charge and without prior consent of the principal.
5) If the principal provides the Agent with any planning documents, the principal shall ensure that no third-party property rights are violated by the manufacture and delivery of the works in accordance with the planning documents. The Agent shall not be obliged to examine whether any third-party property rights with respect to the documents provided by the principal subsist. If damage claims are raised against the principal by third parties due to the violation of property rights resulting from the use of the documents provided by the principal, then the principal shall indemnify the Agent against all present and future claims.
§ 13 Retention of Title
If the stand is to be purchased, the Agent shall retain full title to the product until it has been paid for in full.
§ 14 Data Processing
The Agent shall be entitled to process and store in accordance with applicable data protection legislation any data pertaining to the principal which it has received in connection with the business relationship, regardless whether it derives from the principal itself or from any third parties. The Agent warrants that no data of the principal shall be disclosed unless necessary for the execution of the order.
§ 15 Place of Performance and Jurisdiction
1) The place of performance for payments of the principal shall be Cologne.
2) The courts of Cologne shall have exclusive jurisdiction. In case of any disputes with principals whose place of residence or registered office is located outside the jurisdiction of the Federal Republic of Germany, the exclusive application of the law in force in Germany shall be deemed to have been agreed.
§ 16 Severance
1) If any provision of these Terms and Conditions shall be or become invalid, this shall not affect the validity of the remaining provisions of these Terms and Conditions. Any invalid provisions of the present Terms and Conditions shall be replaced by provisions which most closely reflect the intention behind the invalid provisions.
2) The Agent reserves the right to amend the present General Terms and Conditions of Business in accordance with the prevailing legislation at any time and without any prior notice.
As at 14th June 2010