TERMS

EMS Event- & Messe-Service GmbH

GENERAL TERMS AND CONDITIONS I. Conclusion of the contract:

The contract shall only be concluded with the written confirmation of the order by the Contractor. However, orders placed with the Contractor shall also be deemed to have been accepted if the Contractor has not rejected them in writing to the Client within one month of receipt of the offer by the Contractor.
The contracting parties agree that the Contractor’s general terms and conditions always become part of the contract, even if the Client is the last to confirm the order. By placing the initial order, the Client also acknowledges these terms and conditions for all future business transactions.
The Client’s contractual terms and conditions shall only become part of the contract if they are acknowledged as such in writing by the Contractor prior to the conclusion of the contract.

II. Content of the contract:

All offers are subject to change. The special conditions for trade fair construction apply. The content and scope of the provision of services are determined by the written order confirmation.
Verbal agreements require the written confirmation of the contractor. Deviations from the order confirmation or other written documents are only effective if confirmed in writing. The agreements recorded in the contact reports, minutes, notes, etc. handed over to the Client shall be deemed to be part of the contract.
The Client’s rights arising from this contractual relationship shall only be transferable with the prior consent of the Contractor. This applies in particular to those cases in which the contractual relationship ends after the planning and design of an exhibition stand by the client.
Trade fair building materials, furniture and other equipment are supplied in medium quality; permissible signs of use may be visible. If the customer expressly requests new goods, this is only possible after separate agreement and order.
The Contractor shall be entitled to make equivalent replacement deliveries in the event of undeliverable items. Deviations in dimensions, weight and colour are reserved, provided that they are to be regarded as minor, correspond to customary practice and do not restrict functionality.
Designs, drawings, production and assembly documents remain the property of the Contractor. These documents may not be reproduced or made available to third parties without the consent of the client. If the order is not placed, they must be returned to the contractor immediately. In the event of infringement by the Client, the Contractor shall be entitled to claim damages in the amount of 50% of the contract amount.
The Client shall be entitled to use and exploit the planning and design services of the Contractor once. If the Client uses a trade fair stand designed by the Contractor several times and the Contractor is not commissioned with its assembly and dismantling, these further steps of use shall be agreed and remunerated separately.
The client can terminate the rental agreement after reservation and before the start of the rental period. In this case, the Client is obliged to pay the following sum in advance: 75% of the rental price if the notice is given less than 7 days before the start of the rental period, 50% of the rental price if the notice is given 14 days before the start of the rental period, and 25% of the rental price up to 4 weeks before.

III. Stand construction

1. The stand construction is carried out according to the client’s specifications and must comply with the general provisions of trade fair construction.

On request, the contractor can design the exhibition stand. The Client confirms the acceptance for execution and thus the placing of the order with his signature.
If the client does not specify a specification, the stand construction shall be carried out at the discretion of the contractor.
Set-up and dismantling times must be specified to the contractor when placing the order; they are part of the contract. If no times are mentioned, those based on the experience of the contractor shall apply:

proven set-up and dismantling dates.
The built stand is handed over to the client and the handover is confirmed in writing

(Handover protocol). If the Client does not accept the stand on the handover date for reasons for which the Contractor is not responsible, the stand shall be deemed to have been handed over on time and in good quality.
Complaints and defects must be reported immediately, later complaints will not be recognised.
Further claims due to defects or other claims for damages, in particular

due to consequential damages, are excluded, unless there is intent or gross negligence.
The Contractor has the right to rectify and replace the defect.
Subsequent conversions for which the Contractor is not responsible shall be at the expense of the

Client.
The client is liable for damage and loss.The exhibition stand is clean and free of defects

contractors. Necessary cleaning and repairs by the

Contractors are invoiced to the client.
The client is obliged to properly and carefully inspect the rented property during the rental period.

. If the rented object requires special treatment, the Client undertakes to use the rented object properly in accordance with the operating instructions and to have it operated exclusively by persons who can ensure proper use of the rented object.

IV. Prizes:

All prices – excluding VAT – are valid ex the Contractor’s registered office, excluding packaging, transport costs and customs, unless these are expressly included in the offer.
Plans, drafts and drawings are subject to a fee, unless otherwise expressly agreed. This applies in particular to those cases in which the contractual relationship ends after the planning and design of an exhibition stand. The basis for calculation is the Fee Schedule for Architects (HOAI).
The weights, measures and masses prepared by the contractor are generally decisive for the calculation; unless expressly agreed otherwise. The price is calculated in EURO. The dimensions of the designs in trade fair and exhibition construction are based on the documents provided by the respective exhibition. The reservations made with regard to the correctness of the dimensions also apply to the client.
The Contractor shall be entitled to make an appropriate price increase if, after the conclusion of the contract, there are changes in the prices of raw materials or auxiliary materials, wages and salaries, freight or public charges; furthermore, if, after conclusion of the contract, it deviates from the specified sizes, dimensions and divisions at the request of the Client or if the execution agreed upon at the time of conclusion of the contract subsequently changes in any other way.
Services and errands that are provided to the Client at the Client’s request in the context of the planning and implementation of his participation in the exhibition, which are not expressly included in the offer, will be charged separately.
Additional expenses caused by incorrect measurements provided by the exhibition organisers, by transport delays through no fault of their own, inadequate soil conditions, and inadequate advance work by third parties on time or professionally will be invoiced to the Contractor. This also applies in the event that the client does not clarify all the details of the execution in good time.

V. Freight and Packing:

Shipping is freight collected. If the Contractor has taken over the carrying of the freight, he is free either to deliver carriage free or to be remunerated for the freight provided for in the contract. Packaging requested or deemed necessary by the customer will be invoiced separately.
Parts of the customer that are to be used in production or assembly must be delivered by the customer free of charge from the factory or assembly point on the agreed date. Redelivery of such parts shall take place freight collect ex works or place of use at the risk of the customer.

VI. Assumption of risk:

Any risk shall pass to the Client when the goods leave the Contractor’s delivery plant or are made available to the Client. If delivery free of charge is agreed, the goods shall be deemed to have been duly made available to the customer as soon as they have been delivered to the exhibition. The loss of the materials delivered at the assembly site through no fault of the Client or the loss of the materials delivered at the installation site shall be liable for the Client’s burdens. The Contractor shall not be liable for damage to persons and property that may result from the use of the goods, unless he is guilty of intent or gross negligence.
Rented exhibition stands, as well as objects of any kind, are only made available for the contractually agreed purpose and the agreed time.

VII. Delivery and delivery times:

The date of delivery is only approximate to the time specified in the order confirmation, unless it coincides with a specific start of the exhibition.
Changes or changes in execution made by the Client after the conclusion of the contract shall result in new delivery deadlines.
Disruptions in business operations for which the Client is not responsible, in particular work stoppages, strikes and lockouts, as well as cases of force majeure which are based on an unforeseeable event through no fault of the Client’s fault and lead to serious operational disruptions, both at the Contractor or at its upstream suppliers, shall release the Contractor from the obligation to deliver or perform during the duration of the hindrance, without the Client having a right of withdrawal. Claims for damages due to late or impossible delivery, or performance due to force majeure are excluded.
The Contractor shall be entitled to carry out or commission services on behalf of the Client which are necessary to ensure timely completion and to eliminate obstructions during assembly and dismantling.
If the performance of the contract becomes impossible or excessively difficult due to the aforementioned disruptions, the Contractor shall be entitled to withdraw from the contract.

VIII. Warranty:

The warranty period is six months and begins from the date of delivery or the occurrence of the performance of the service.
Complaints due to incomplete or incorrect delivery, or services or complaints due to obvious defects must be reported to the Contractor immediately after receipt, delivery or completion immediately and in writing. If, despite careful examination, a defect does not become apparent until later, it must be reported immediately. Delivery or service shall be deemed to have been accepted free of defects if the Client has not notified the Contractor of defects directly and in writing at the time of handover of the stand. Defects in a part of the delivery or service cannot lead to its complete complaint.
The Client may only assert further warranty rights if it has previously requested the Contractor to remedy any defects within a reasonable period of time. As a guarantee, the client can only demand rectification. The manner in which appropriate rectification is carried out shall be determined at the discretion of the Contractor. The Contractor shall be entitled to make a replacement delivery at any time.
The Contractor may refuse to remedy defects as long as the Purchaser has not fulfilled its obligations.

With even partial processing or connection of the goods by the customer, any warranty claim expires.
The warranty does not extend to damage caused by the Client due to natural wear and tear, moisture, strong heating of the rooms or other temperature and weather influences or improper handling or improper storage.
Reasonable deviations in the shape, dimensions, colours and texture of the material are contractual and do not entitle the holder to complain about defects.
If the notice of defects is made late, the warranty claims expire completely. The same applies if the client itself makes changes or makes it difficult for the contractor to identify the defects.
Claims for defects arising from the procurement of deliveries and services from external companies (full service) are excluded, unless the Contractor is proven to have violated the duty of care in the selection of subcontractors.
Repair or replacement does not suspend or interrupt the limitation period of warranty rights.
Claims for damages, in particular those arising from breach of the obligation to rectify, are excluded unless they are based on gross negligence or intent. In the event of gross negligence, compensation for damages will be limited to the damage foreseeable at the time of conclusion of the contract.

IX. Liability:

The client is liable for any damage or loss of the rented goods until the end of the agreed rental period. The liability of the Client shall be extended accordingly if the collection is delayed for reasons for which the Client is responsible. If the collection is delayed for reasons for which the Contractor is responsible, the Client shall nevertheless do everything reasonable to protect the rented goods accordingly until collection.
By placing the order, the client assumes the duty of supervision and care for the items provided to him for rent.
When attaching advertising materials to the rented property, only easily removable material may be used and under no circumstances nails, screws, glue or other substances that are difficult to remove. Attached advertising, etc. must be completely removed before return.
In the event of repairable damage, the Client shall reimburse the Contractor for the repair costs. In the event of damage or loss that cannot be repaired, the Client shall reimburse the replacement value on the basis of the Contractor’s replacement costs.
It is irrelevant whether damage or loss of the rented goods is caused by the client or a third party. The Client shall immediately notify the Contractor of any seizure or damage to the leased property.
The Client shall assign any claims for damages against third parties to the Contractor upon request.
If no other agreements have been made, the items provided to the client must be insured as part of an exhibition calculation.
The Contractor reserves the right to insure the rented goods against theft and to charge a premium of 8% of the rental value. However, the contractor is not obliged to do so.
If desired, the client can obtain the damaged rented goods as property in return for reimbursement of the replacement costs of a new item. Damaged rented goods are kept at the disposal of the Client for 14 days (after notification of the defect).
Claims for damages of any kind and for whatever legal reason on the part of the Client, regardless of whether direct or indirect damage, property damage or personal injury, are excluded, unless there is gross negligence or intent on the part of the Contractor. The Contractor shall not be liable in cases of force majeure. During the duration of an event, the contractor’s liability is completely excluded.
No liability shall be assumed for defective delivery or performance by third-party companies, unless the Contractor is proven to have violated the duty of care in the selection of subcontractors. Instead, the Contractor may demand an assignment of the Contractor’s claims against the Contractor.

In principle, the Contractor shall not be liable for exhibits and other objects of the Exhibitor, unless their safekeeping has been confirmed in writing.
In the case of special contracts for the provision of advice or information, the contractor shall only be liable up to the amount of the consideration to be paid by the contracting authority.
If only planning and drafts are the subject of the contract, no liability of the contractor shall be established. In this respect, the Contractor is only responsible for the fact that he himself is able to erect the planned or designed exhibition stand.
We are not liable for free advice, information or other instructions, unless otherwise expressly agreed.
All claims for compensation for damages of any kind, including those damages that did not arise on the delivery item itself and regardless of the legal basis on which they are based, are excluded to the extent permissible.

X. Cases of force majeure

If, in the event of force majeure, there is a disruption in performance in such a way that the contractor cannot fulfil the order or can only fulfil it under difficult conditions, both parties have a separate right of withdrawal.
If the withdrawal is declared by the Contractor or the Client, the Contractor shall in such a case only be entitled to the part of the remuneration of the contractual relationship for which services have already been rendered or expenses have been incurred.
In such a case, the Contractor shall not be liable for any additional painting by the Client, for example in such a way that claims result, for example, from the fact that a trade fair stand cannot be set up and made available or cannot be made available in time as a result of force majeure.
Force majeure exists if an event that prevents the Contractor from performing its performance was not sufficiently foreseeable at the time the contract was concluded and the effects of the obstacle could not have been adequately avoided or overcome by the Contractor.
This includes, in particular, disruptions to the business operations of the subcontractor or upstream supplier for which the Contractor is not responsible, strikes, war, natural disasters, epidemics or lockouts, official orders or equivalent events.
Before exercising the right of withdrawal, the parties must examine possible contractual adjustments and, as far as possible, remedy the disruption of performance.
Neither party is entitled to any further claims for damages beyond the above partial remuneration.

XI. Insurance:

For transports initiated or carried out by the Contractor, the goods to be shipped must be insured by the Client in the amount of the new procurement value. The Contractor’s liability for transport damage is generally excluded, except for the transport damage due to intent or gross negligence on the part of the Contractor.
Transport damage must be reported immediately. In the case of rail transport, an official railway certificate of the damage must be requested immediately and sent to the contractor.
The Contractor’s goods taken over by the Contractor for storage on the basis of written confirmation shall be insured by the Contractor against fire, mains water damage and burglary at the Client’s expense for the duration of the storage in the amount of the new procurement value.
If work and production documents handed over to the Contractor, such as originals, models or drawings, negatives, etc., are to be insured against any risk, the Client must arrange for this insurance. The Contractor shall not be liable for the loss or loss of such documents, unless he is accused of intent or gross negligence.
It is the responsibility of the client to insure his stand against legal damage during the set-up or dismantling period and the duration of the exhibition, unless otherwise expressly agreed.

XII. Credit basis:

The prerequisite for the obligation to deliver is the creditworthiness of the client. If the Client has provided incorrect or incomplete information about himself or about the facts determining his creditworthiness, or has stopped making payments, or if insolvency proceedings have been filed for his assets, the Contractor shall be entitled to demand advance payment or security or cash payment without regard to conflicting previous agreements, or to withdraw from the contract. He reserves further rights.

XIII. Retention of title:

The deliveries shall remain the property of the Contractor until all liabilities arising from the business relationship of the Contracting Parties have been fully fulfilled.
Pledging or transfer of title by way of security of these goods is not permitted.
Deliveries subject to retention of title must be handled with care and protected against interference.

Third parties, in particular seizures, must be reported to the Contractor immediately.
The Client must always provide the Contractor with free access to where the

retention of title.
The customer may only sell the goods, which are subject to retention of title, within the framework of a

in the ordinary course of business. He already assigns his claim from the resales to the contractor. Upon request, the Client shall immediately name the individual assigned claims, their names and the address of the Client.
If the Client is in default of payment, the Contractor shall be entitled to retrieve the goods delivered under retention of title immediately and without the consent of the Client.
In the event of processing, the Client processes on behalf of the Contractor. The contractor’s share of co-ownership is then determined by the ratio of the value of the goods subject to retention of title to the value of the finished product.

XIV. Intellectual Property Rights, Designs, Drawings, etc.:

Plans, drafts, drawings, production and assembly documents shall remain the property of the Contractor with all rights, even if they have been handed over to the Client; unless the contractually agreed service of the contractor only includes the design production. In any case, the transfer of ownership and copyrights must be in writing. Changes to plans, drafts, etc. may only be made by the contractor, even if these documents have come into his possession; unless the copyrights thereto have been transferred in writing. The Contractor is always entitled to sign and advertise all documents. The Client may only use all services provided by the Contractor for the contractually agreed individual project. Further use requires the prior written consent of the contractor.
For the execution of orders according to the information or documents provided to the Client, the Client assumes the guarantee that the production and delivery of the work carried out according to its documents does not infringe the property rights of third parties. The Contractor is not obliged to check whether the information or documents provided by the Client for production and delivery infringe the property rights of third parties.
The Client undertakes to immediately indemnify the Contractor against all possible claims for damages by third parties and to pay for all damages arising from the infringement of intellectual property rights and – if requested – to make advance payments.

XV. Payment Terms:

1. The invoice amount is due for payment immediately upon receipt of the invoice. In the case of long-term contracts or a higher order value, the Contractor is entitled to issue interim invoices or demand partial payments. In the absence of a special agreement, 50% of the order amount is due when the order is placed, 40% at the beginning of the execution of the order and 10% after the final invoice has been issued. Only persons equipped with special power of attorney by the contractor are entitled to collect the debt.

2. Deductions of any kind are excluded, down payments do not bear interest. Bills of exchange are only accepted by prior agreement and only on account of performance, as well as subject to the possibility of discounting. If payment is made by bills of exchange, cheques or other instructional documents, the Client shall bear the costs of discounting and collection, unless expressly agreed otherwise.

If the Client is obliged to repay several claims of the Contractor, the Contractor shall determine which of these claims is to be repaid with the Client’s payments, even if the Client has made a different provision.
If the terms of payment are not complied with, the following shall be deemed to have been agreed: All claims of the Contractor shall be due immediately in cash, regardless of the bills received. The client is in default even without a reminder. He is then obliged to provide suitable collateral for all the Contractor’s claims, such as assignments of claims and transfers or pledges of objects. The Client may not sell the items owned by the Contractor in accordance with Clause XI and must return them to the Contractor upon request. The Contractor shall be entitled, without prejudice to further claims, to demand compensation for damages caused by default in the amount of the minimum customs interest and commissions of the major banks customary between the due date and payment. Furthermore, he is entitled to withdraw from the contract and claim damages for non-performance without setting a grace period and without declaring that the acceptance of the performance is refused.
The Client may only offset claims against the Contractor to the extent that they have been recognised or have been legally established by a court.

XVI. Data protection:

It is pointed out that the personal data received in relation to business relationships or in connection with them, regardless of whether they originate from the Client itself or from third parties, will be processed within the meaning of the Federal Data Protection Act.

XVII. Place of performance and jurisdiction:

The place of performance for all claims arising from the contract is the registered office of the Contractor. The place of jurisdiction for disputes arising from this contract, as well as from tortious acts, is the registered office of the Contractor. This also applies to deed proceedings. German law decides on the contractual relationship.

XVIII. Final Provisions:

If a provision in the contract is invalid or void, the remainder of the contract remains in force. The contracting parties must find a regulation that corresponds to the purpose of the contract.