Last updated: 01/01/2019
1. General
1.1 The following conditions exclusively apply to the offers, deliveries and services of the agency.
1.2 General conditions of the customer only become part of the contractif they are acknowledged in writing by the agency. The decrease of the performance of the agency is valid in every case as recognition of these terms and conditions.
2. Conclusion/subject matter of contract
2.1 The offers are always non-binding. The offers of the agency referred to as “cost framework,” “cost estimate” or “rough cost calculation” are not binding.
2.2.1 The contract is regularly concluded with the written order confirmation of the agency. However, orders placed will also be deemed to have been accepted if the agency starts to carry out the work.
2.2.2 If offers are prepared according to the information provided by the customer and the documents made available by the customer or the respective exhibition management, the agency is not liable for the correctness and suitability of these documents, unless their defectiveness and unsuitability is not recognized, either willfully or through gross negligence.
3. Prices
3.1 Offers must, unless otherwise indicated, be accepted as a whole only.
3.2 The agency is entitled to provide partial services and to bill them separately.
3.3 All prices are net plus applicable VAT.
3.4 Unless otherwise agreed, the agency is entitled to include services of third parties for the fulfillment of the contract. External services are commissioned on behalf of and for the account of the agency. In this case, it is not obliged to take into account the services rendered by third parties on its behalf or to submit invoices to the persons commissioned by it.
3.5 Unclaimed services that are performed at the request of the customer or additional expenses that are due to incorrect information provided by the customer, transport delays not caused by itself or professional thirdparty services that are late or unsatisfactory, unless these are vicarious agents of the agency, are additionally charged to the customer according to the agency’s current rates.
4. Transport / packaging
4.1 The shipment / transport of materials is always at the expense and risk of the customer, unless otherwise agreed. Unless otherwise specified, the agency will determine the shipment at its discretion without responsibility for any particular packaging or for ensuring the cheapest and fastest way.
4.2 The agency is entitled, but not obliged, to take out transport insurance, the costs of which are borne by the customer, unless otherwise agreed.
4.3 Transport damage must be reported to the agency without delay. Any claims against the transport company will be assigned to the customer on request.
4.4 Items of the customer which are necessary for the performance of the agency must be delivered, carriage paid, on the agreed date and to the location specified by the agency. The return deliveries of such parts are not free from the point of use to the risk of the customer.
4.5 Any destruction during transport or the loss of the delivered materials at the place of use without fault of the agency shall be borne by the customer.
5. Acceptance / transfer of risk
5.1 The customer is obliged to accept the performance of the agency at the completion date specified by the latter.
5.2 The acceptance regularly takes place on the occasion of dress rehearsals or trial runs. This does not apply to planning services that are considered completed and accepted upon arrival with the customer.
5.3 Any outstanding partial services or the removal of defects will be respectively completed or remedied as soon as possible. Unless they significantly impair the function of the subject matter, they do not entitle the customer to refuse acceptance.
5.4 If the performance of the agency cannot be made available for reasons for which the customer is responsible, the risk shall pass to the customer on the day the Completion Notice is received. The performance of the agency is then considered fulfilled.
6. Termination
6.1 In the event of termination by the customer without good reason, the agency will receive the agreed remuneration for the services already provided. With regard to services not yet rendered, the customer owes compensation as follows:
– in the case of cancellation after conclusion of the contract: 15% of the agreed remuneration,
– in the case of cancellation 90 days or more prior to the event date: 50% of the agreed remuneration
– in the case of cancellation 60 days or more prior to the event date: 75% of the agreed remuneration
– in the case of cancellation 30 days or more prior to the event date: 100% of the agreed fee.
The customer is allowed to prove that the agency saved higher expenses by the termination. The agency is allowed to prove that it saved no or lower expenses by the termination.
6.2 If the customer does not accept the services of the agency without good cause despite a declaration of completion or if the customer does not meet its payment obligations properly, the agency will be released from its performance obligation after setting a reasonable grace period and may demand compensation for non-performance.
7. Warranty
7.1 The customer is obliged to check the services of the agency at the time of acceptance and to give notice of defects without delay. If, despite careful examination, a defect appears later, it must be reported immediately. In particular, any objections in relation to the performance of an event must be reported to the agency and/or local staff immediately during the event, so that the agency and/or the staff present have the opportunity to rectify legitimate deficiencies promptly.
7.2 As a warranty, the customer may (subject to the provision in 7.3) only require rectification. The manner of the proper repair depends on the discretion of the agency, to which the substitute delivery is always open.
7.3 In case of failure of the supplementary performance, the customer is entitled to demand the reduction of the price (reduction) or, if construction work is not the subject of the liability for defects, to withdraw from the contract at its discretion.
7.4 If the rectification is excluded due to the expiration of time (termination of the event), the customer is only entitled to reduction rights.
7.5 The agency may refuse to remedy defects as long as the customer has not properly fulfilled its contractual obligations, in particular its payment obligations.
7.6 If the notice of defects is received late or reservations were not made on acceptance/delivery due to known defects, the warranty claims expire completely. The same applies if the customer makes changes himself or makes it difficult for the agency to determine the defects.
8. Liability
8.1 The agency is liable for deadline- and quality-compliant execution only if the customer has properly fulfilled its contractual obligations, in particular those regarding timely payment.
8.2 No liability shall be accepted for defective deliveries or services of external companies that are commissioned on behalf of the customer, unless the agency is proven to have committed an intentional or grossly negligent breach of due diligence in the selection and monitoring of third-party operations. If necessary, the customer may demand the assignment of the agency’s claims against the latter.
8.3 Unless otherwise agreed, the agency shall not be liable for items brought in by the customer, unless the agency has caused the damage or destruction of the items through willful or grossly negligent action.
8.4 The agency is liable according to the mandatory statutory liability regulations.
8.5 The agency is only liable for other damages caused by injury to life, limb and health insofar as the agency or its vicarious agents are guilty of intentional or grossly negligent acts or a culpable breach of a material contractual obligation. Any further liability for compensation is excluded.
8.6 In the event of a slightly negligent breach of essential contractual obligations, the agency shall be liable – regardless of the legal grounds – for the amount limited to the contractually foreseeable damage, which generally does not exceed the amount of the fee.
8.7 An essential contractual obligation includes such obligations, which make the proper execution of the contract possible in the first place and on the compliance of which the customer may regularly rely.
8.8 Insofar as the agency is entitled to claim damages from third parties in connection with the execution of the contract, the agency assigns such compensation claims to the customer, insofar as he accepts the assignment of such future claims. In such a case, the customer has no further claims against the agency. The customer is entitled to enforce such claims at his own expense.
8.9 Claims for damages under the Product Liability Act remain unaffected.
9. Property rights
9.1 All industrial property rights arising in connection with the services to be provided by the agency or its employees or by third parties – also on behalf of the customer – (copyright and ancillary copyrights, trademark rights, competition law, patent rights) remain exclusively with the agency, unless otherwise expressly agreed. The transfer of rights of use and exploitation requires a written agreement and always applies only to the specific project. Changes to concepts, drafts, etc. may only be carried out by the agency or persons expressly authorized by it.
9.2 The customer is entitled to use the concepts, designs, etc. of the agency only for its own purposes provided for in the contract. Duplication is only permitted with the express prior consent of the agency. Printed matter, working films and negatives produced by or on behalf of the agency remain the property of the agency, even if charged to the customer.
9.3 With regard to the execution of orders according to information or documents specified by the customer, the latter assumes liability for the fact that the production and delivery of the services executed in accordance with its information and documents does not violate industrial property rights of third parties. The agency is not obliged to check whether the information or documents provided by the customer for the provision of services violate or infringe the rights of third parties. The customer is obligated to indemnify the agency immediately from any
claims for damages by third parties and to pay for all damages resulting from the infringement of property rights and, as required, make advance payments.
9.4 The agency has the right to record the event and to use the records along with background information about the project for the purpose of documentation and self-PR.
10. Storage of documents
The agency will keep the documents relating to the contract for a period of 6 months. When providing original templates (data carriers of any kind, etc.), the customer undertakes to produce duplicates. For templates of the customer, which are not demanded within one month after completion of the order, the agency assumes no liability.
11. Terms of payment
11.1 The agency is entitled to charge for each individual service immediately after it has been provided.
11.2 Unless otherwise agreed, invoice amounts are due for payment immediately upon receipt of the invoice.
11.3 In addition, the agency is entitled, unless otherwise agreed, to demand appropriate advances to cover its expenses
11.4 Deductions of any kind are excluded. Advances are not interestbearing.
11.5 In the case of default in payment after the setting of a deadline with a threat of refusal, the agency shall continue to be entitled to withdraw from the contract and to claim damages for non-performance.
12. Set-off and assignment
12.1 The customer may only offset with undisputed or legally established counterclaims.
12.2 The rights of the customer arising from this contractual relationship can only be transferred with the prior consent of the agency.
13. Privacy
13.1 The agency uses personal data as far as this is necessary for the performance of the contractual services.
13.2 The stored personal data will be treated confidentially by the agency according to the provisions of the GDPR and the BDSG.
14. Place of performance and jurisdiction
14.1 Place of performance and place of jurisdiction for all disputes between the parties resulting from the contractual relationship is the registered office of the agency, insofar as the customer is a registered trader, a legal entity under public law or a special fund under public law.
14.2 The contractual relationship is governed by German law.
15. Final provisions
Should a provision of these conditions be ineffective or void, this shall not affect the validity of the remaining provisions.