1. Scope
These General Terms and Conditions of Purchase apply exclusively to companies, legal entities under public law or special funds under public law within the meaning of § 310 (1) of the German Civil Code (BGB) and govern the legal relationship between the agency East End Communications GmbH, Gasstrasse 12, 22761 Hamburg (hereinafter referred to as “EAST END”) and the Contractor. Unless otherwise agreed, the following conditions apply exclusively to the order (commissioning). They also apply to all future orders placed with the Contractor by EAST END, as far as legal transactions of similar nature are concerned. Any other terms and conditions of the Contractor shall only apply if they have been expressly acknowledged in writing by EAST END.
2. Quotations / Orders
Subject to a different agreement in individual cases, all quotations for EAST END are free of charge. Compensation for unplaced orders is not granted.
The Contractor shall, in detail, become familiar with the nature and extent of the required services and the local conditions before submitting a quotation. Any ambiguity must be clarified with EAST END or the technical management before submitting the quotation. Any such ambiguities must be formulated in writing and submitted in writing. Oral statements are not binding.
The price stated in the quotation is the full price for the service and is considered fixed.
Any unnamed work that is required to perform the service will necessarily be part of the Contractor’s scope of work if it is required to fulfill the contract.
A Ccntract is legally concluded only upon written or electronic order confirmation or order placement by EAST END. The content and scope of the contractual services to be provided by the Contractor are exclusively determined by the order placed, which conclusively regulates the main contractual and ancillary service obligations that concern the Contractor. Only placed orders are legally binding. Verbal agreements require written confirmation.
3. Scope of service to be provided by the Contractor
All requirements for implementation, such as the local conditions, electricity, gas and water connections, storage and parking facilities must be requested in good time. Ignorance of circumstances legally occurs at the expense of the Contractor.
The scheduling for the provision of services must be coordinated with EAST END in view of the activities of other contractors. The individual order forms the basis of the service to be provided. If the Contractor deviates unilaterally from this and if this results in hindrances and/or delays to other parties, then the Contractor shall be liable for the delay caused thereby (such as standstill costs).
4. Changes to contracts
EAST END provides consulting, conception, planning, organization, implementation, and documentation of events for its end customers. The performance of events requires the exact observance of agreed-upon deadlines, in particular with regard to the coordination with other contractors, as well as frequent adjustments to the contract contents at short notice upon request of the end customer.
Until the completion of the service, EAST END may demand changes to the agreed service if the need for such changes subsequently arises as a result of the customer’s request, the local conditions at the venue or the planned course of the event changes. In particular, EAST END may require services, which were not originally agreed on, in order to perform the contractual service, provided that the operation of the partner is set up for such services. The partner has to carry out the service changes, provided that they are not unreasonable within the scope of the partner’s operational capacity.
If this affects essential contractual agreements (deadlines, etc.) which are deemed to be unreasonable by the Contractor, the Contractor is entitled and obligated to inform EAST END immediately before the changes are made, but rightfully at the latest within one week of EAST END requesting so, in writing indicating the contractual impact. Otherwise, it is to be assumed that the changes are within the framework of the existing agreements.
The Contractor shall clearly contrast and deduct the Contractor’s additional claims or any expenses saved as a result of the order changes. In the case of order reduction, the saved expenses are to be deducted in favor of EAST END.
5. Transfer of contract execution
The Contractor may not assign the execution of the contract in whole or in part to third parties without the express written consent of EAST END.
6. Rights to plans and concepts
All rights, in particular copyrights, to the productions and plans created by EAST END, as well as parts thereof, are owned by EAST END. Insofar as the Contractor has been provided with plans, etc., this is done exclusively for the execution of the order. Upon completion of the order, any copies made must be returned to EAST END or disposed of properly as agreed with EAST END.
7. Prices / fees
The agreed prices / fees, according to the individual quotation are fixed and include all ancillary costs (transport, travel, accommodation costs, telephone, etc.) plus VAT. They include delivery to the venue or the EAST END warehouse.
8. Due date of remuneration, invoicing and payment
Remuneration is due only after completion of the project and receipt of an invoice detailing the project and the order number. The invoice must be submitted electronically immediately after delivery or service. Unless otherwise agreed upon in individual cases, the payment should be made net within 45 days after project completion and receipt of the invoice, within 30 days after project completion and receipt of invoice with 2% discount, or within 20 days after project completion and receipt of invoice with deduction of 3% discount.
9. Dates
The dates agreed with EAST END shall be binding and unconditionally adhered to, otherwise EAST END shall be entitled, at the discretion of EAST END, to demand subsequent delivery and damages for late delivery or damages for non-performance or even to withdraw from the contract without EAST END having to provide a warning concerning withdrawal from said contract.
10. Personnel / local management / coordination with participants
Insofar as the execution of the order involves the assignment of personnel, the Contractor shall comply with all obligations vis-a-vis the tax authorities, social security funds, and health insurance companies, as well as all other legal and tariff regulations, and shall employ and appoint no employees who are not in possession of valid legal work permits.
The working hours of the employees must comply with the requirements of the applicable German Working Conditions Act and the German Working Hours Act.
Coordination of supplies and services such as cable routing and device arrangements with other project participants, is the responsibility of the Contractor, after consultation with EAST END and/or the site management. Deviations from the plan and/or the order must be reported to EAST END and the construction management immediately in writing.
Within one week from the conclusion of the contract, the Contractor shall appoint a representative and responsible local manager to supervise the provision of services.
11. Social security
The Contractor has the status of a self-employed entrepreneur, subject to any other communication on a case-by-case basis, and is therefore not liable to social security. The payment of taxes and duties from the Contractor’s activities, in particular income and sales taxes, is the exclusive concern of the Contractor. The Contractor shall promptly inform EAST END when the Contractor’s social security status changes.
12. Minimum wage
Within the scope of the performance of the contract, the Contractor shall comply with all statutory provisions, in particular the law on the regulation of a general minimum wage dated August 11, 2014 (German Minimum Wage Act – MiLoG), as amended, and pay the Contractor’s employees a salary of at least the statutory minimum wage. As part of the Service Contract, the Contractor shall indemnify EAST END against all claims in connection with § 13 MiLoG. This also applies to any costs incurred by EAST END for the assertion of claims by employees or third parties (such as social security funds). This also includes legal fees in accordance with the German Attorneys Compensation Act (RVG) for any required extrajudicial and judicial defense.
13. Objects of the Contractor / Property insurance
The Contractor shall safeguard the Contractor’s property at the event venue against theft and damage, insure it as needed, and exempt EAST END in this respect from liability.
14. Warranty
The Contractor knows the purpose of the contractual service and warrants its suitability for the specific purpose.
The Contractor warrants that the Contractor’s product or service has the warranted characteristics, conforms to the accepted rules of technology and is free from defects that cancel or reduce the value or fitness for the normal or required use of the ordered products or services.
The Contractor shall immediately remedy any deficiencies in the Contractor’s performance at the Contractor’s own expense. If the Contractor fails to comply with this obligation despite being prompted or if there is an emergency, EAST END is entitled to take the necessary measures at the Contractor’s expense. If the Contractor has not complied within the set reasonable period of the Contractor’s obligation to remedy defects, EAST END shall also be entitled to withdraw from the Contract.
15. Liability
The Contractor is fully responsible for the products and services delivered within the scope of service provision until the setup is fully dismantled. If the service was performed permanently or dismantling will not take place or is not required, this obligation ends with the completion of the activity for the individual project.
The Contractor is liable for ensuring that the intellectual property rights of third parties, in particular copyrights and patents, are not violated by the performance of the services to be rendered by the Contractor. The Contractor is also liable for compliance with all legal and regulatory requirements.
The Contractor is liable for any damage culpably inflicted on persons or property by the Contractor, the Contractor’s vicarious agents or through the services rendered by the Contractor. Insofar as EAST END is liable to the injured party in the external relationship for these damages, the Contractor is obliged to indemnify EAST END from claims for damages on first request, if EAST END has claims filed against it based on such damages. The liability of the Contractor in relation to EAST END remains unaffected. Unless agreed otherwise in writing, the Contractor shall insure the object of the Contractor’s performance against risks, namely for personal injury and property damage in each case in the amount of at least €1 million and shall provide proof of insurance coverage to EAST END within one week after the conclusion of the Contract. This includes, insofar as the object of service is concerned, the conclusion of organizer liability insurance for damage to persons and personal items, public liability insurance, accident insurance, motor vehicle liability, and comprehensive insurance for the Contractor’s vehicles as well as rental vehicles.
If legal action is filed concerning such claims for damages, the Contractor will assist EAST END in defending the claims and indemnify EAST END from the costs of prosecution.
16. Force majeure
If the fulfillment of the contractual obligations become impossible or significantly more difficult for EAST END or the end customer in cases of force majeure, terror, strikes, lockouts or other comparable events that neither EAST END nor the end user are responsible for, EAST END may terminate the Contract in whole or in part or require execution at a later date, but at the latest within six months, without the Contractor being entitled to any compensation claims against EAST END.
17. Customer protection
The Contractor shall not use any customer names or customer-related data that the Contractor has received as a result of the Contractor’s activities for EAST END in any way. This obligation does not include the right of the Contractor to forward data to third parties, which is necessary for the execution of the order.
In particular, the Contractor shall not establish business contacts with customers of EAST END, or work for them either directly or through third parties. In addition, the Contractor shall not establish any business contacts with the customers of EAST END if the latter or a third party commissioned by the Contractor establishes contact. The aforementioned obligations apply for a period of 24 months after completion of the individual project and only if EAST END is not included as an intermediary.
18. Confidentiality
The Contractor shall not communicate with the clients of EAST END, or with any other third party about financial conditions or other business matters, operating or project internal information, unless this is expressly agreed to in writing. All price agreements are only made between EAST END and EAST END’s clients. The Contractor will not use the information and documents provided to him for purposes other than cooperation, in particular not for competition purposes, nor will he pass it on to third parties or publicly disclose it. This shall apply equally to any other information, data, materials, reports, and know-how which the Contractor has procured to the extent that such information is not available to the public or becomes accessible without the intervention of the parties.
19. Right to use concepts, Use of references
a) The Contractor grants EAST END the non-exclusive, non-transferable, irrevocable, content-related, indefinite and space-unlimited right to use or exploit the contractual services and documentation (drafts, sketches) in the context of the purpose of the contract in unmodified or modified form if these rights have originated with the Contractor. The transfer of these rights is settled with the agreed-upon order remuneration subject to a different agreement.
b) Customers or projects of EAST END, with which the Contractor was involved, may only be mentioned or depicted in reference lists or other publications with written approval and with mention of EAST END as the executing agency.
20. Waste disposal
The Contractor shall independently provide for the continuous and final disposal of all kinds of contaminants and wastes arising from the Contractor’s work. This also applies to the dismantling. The costs for this are to be included in the fixed price. The measures for environmentally sound waste disposal must be fully used, if offered by the local waste disposal facility.
21. Termination
If EAST END terminates the contract for reasons attributable to EAST END, the Contractor shall receive remuneration for the Contractor’s services rendered up to that point as well as the related pro rata profits and for proven costs resulting from fixed agreements arising directly from the contract. The Contractor is not entitled to any additional claims for damages.
If EAST END terminates the contract for reasons for which the Contractor is responsible, the Contractor shall be paid for the partial products and services that have been provided thus far and accepted by EAST END, provided that they can be used by EAST END. Further claims for damages against the Contractor remain unaffected.
EAST END is also entitled to terminate the contract if the event is canceled for reasons beyond the control of either EAST END or the end customer. In such cases, the Contractor will receive compensation for the partial services provided up to that point.
22. Place of performance, Jurisdiction, Application of German law
Place of performance for the delivered products or services is the venue designated by EAST END.
For contracts with registered traders, legal persons under public law or special funds under public law, Hamburg, Germany, is agreed as the exclusive place of jurisdiction. Nevertheless, EAST END reserves the right to conduct active litigation at the Contractor’s registered office.
All agreements shall be governed by the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on the Sale of International Goods.