Terms and conditions

EMS Event- & Messe-Service GmbH

GENERAL TERMS AND CONDITIONS

I. Conclusion of the contract:

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

II. Contractual content:

All offers are subject to change. The special conditions for exhibition stand construction apply. The content and scope of the services to be provided 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, protocols, notes, etc. handed over to the client are considered integral parts of the contract.
The rights of the client arising from this contractual relationship are only transferable with the prior consent of the contractor. This applies in particular to those cases in which the contractual relationship ends after the client has planned and designed an exhibition stand.
Trade fair construction materials, furniture, and other equipment are delivered in medium quality; permissible signs of wear may be visible. If the client expressly requests new goods, this is only possible after a separate agreement and order.
The contractor is entitled to make equivalent substitute deliveries in the case of non-deliverable items. Deviations in dimensions, weight and color remain reserved, provided that these are to be regarded as minor, correspond to commercial practice, and do not restrict functionality.
Drafts, drawings, manufacturing, and assembly documents remain the property of the contractor. These documents may not be duplicated or made accessible to third parties without the consent of the client. They are to be returned to the contractor immediately if the order is not placed. In the event of a violation by the client, the contractor is entitled to demand compensation amounting to 50% of the order total.
The client is entitled to use and exploit the contractor’s planning and design services once. If the client uses a trade fair stand designed by the contractor multiple times and the contractor is not commissioned to construct and dismantle it, these further uses shall be subject to a separate agreement and remuneration.
The client may terminate the rental contract after reservation and before the start of the rental period. In this case, the client is obliged to pay the following compensation: 75% of the rental price if the cancellation occurs less than 7 days before the start of the rental period, 50% of the rental price if the cancellation occurs 14 days before the start of the rental period, and 25% of the rental price up to 4 weeks before.

III. Stand construction

The stand shall be constructed in accordance with the client’s specifications and must comply with the general provisions for exhibition stand construction.

If requested, the contractor will design the exhibition stand. The client confirms acceptance of the design and thus the award of the contract with his signature.
If the client does not provide any specifications, the stand will be constructed at the contractor’s discretion.
The contractor must be informed of the assembly and dismantling times when the order is placed; these are an integral part of the contract. If no times are specified, the assembly and dismantling times proven according to the contractor’s experience shall apply.
The constructed 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 the agreed quality.
Complaints and defects must be reported immediately; later complaints will not be accepted.
Further claims due to defects or other claims for damages, in particular for consequential damage, are excluded, unless there is intent or gross negligence.
The contractor has the right to rectify the defect or supply a replacement.
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 to be returned to the contractor clean and in perfect condition. Any cleaning and repairs that become necessary and are carried out by the contractor will be charged to the client.
The client is obliged to treat the rented item with due care and attention during the rental period. If the rental property requires special treatment, the client is obliged to use the rental property properly in accordance with the operating instructions and to have it operated only by persons who can ensure proper use of the rental property.

IV. Prices:

All prices — excluding VAT — are valid from the contractor’s place of business, excluding packaging, transport costs, and customs duties, unless these are expressly included in the offer.
Unless otherwise expressly agreed, plans, designs, and drawings are subject to a fee. 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 structure for architects (HOAI).
In principle, the weights, dimensions, and masses determined by the contractor are decisive for the calculation, unless expressly agreed otherwise. Prices are calculated in euros. The dimensions of the designs in trade fair and exhibition stand construction are based on the documents provided by the respective exhibition. The reservations made regarding the accuracy of the dimensions also apply to the client.
The contractor is entitled to increase the price by a reasonable amount if, after the contract has been signed, there are changes in the prices of raw or auxiliary materials, wages and salaries, freight rates, or public levies as well as if, at the client’s request, the contractor dimensions and layouts, or if the design agreed at the time of the conclusion of the contract is changed in any other way at a later date.
Services and errands performed at the request of the customer as part of the planning and execution of the customer’s participation in the exhibition that are not expressly included in the offer will be invoiced separately.
Additional expenses incurred by the contractor due to incorrect dimensions provided by the exhibition organizer, transport delays for which the contractor is not responsible, inadequate ground conditions, or third-party preliminary work that is not completed on time or carried out properly shall be charged to the contractor. This also applies in the event that the client is responsible for the late clarification of all execution details.

V. Freight and packaging:

Shipment is made freight collect. If the contractor has assumed responsibility for freight, he is free to either deliver freight prepaid or to receive reimbursement for the freight provided for in the contract. Packaging requested or deemed necessary by the client will be invoiced separately.
Parts of the client’s that are to be used in the production or assembly must be delivered by him on the agreed date, free of charge, ex works, or to the assembly site. Return delivery of such parts is made at the expense of the client, ex works or place of use, at the risk of the client.

VI. Risk assumption:

All risk shall pass to the client when the goods leave the contractor’s delivery plant or are made available to the client. If delivery to the exhibition center has been agreed, the goods shall be deemed to have been properly made available to the customer as soon as they have been delivered to the exhibition center. The customer shall be liable for the destruction or loss of the delivered materials at the installation site through no fault of the customer. The contractor shall not be liable for damage to persons and property that may arise from the use of the goods, unless it can be shown that the damage was caused by intent or gross negligence.
Rented exhibition stands, as well as objects of any kind, are only provided for the contractually agreed purpose and for the respectively agreed period.

VII. Delivery and delivery times:

The delivery date stated in the order confirmation is only approximate, unless it coincides with a specific start of the exhibition.
Any changes or modifications to the design requested by the client after the contract has been signed shall result in new delivery times.
Disruptions to business operations for which the client is not responsible, in particular industrial action, strikes and lockouts, as well as cases of force majeure, which are based on an unforeseeable and blameless event and lead to serious operational disruptions, both at the contractor or at its sub-suppliers, release the contractor from the obligation to deliver or perform for the duration of the hindrance, without the client being entitled to withdraw. Claims for damages due to late or impossible delivery or performance due to force majeure are excluded.
The contractor is entitled to carry out or commission services on the client’s behalf that are necessary to ensure timely completion and to eliminate obstacles during assembly and dismantling.
If the fulfillment of the contract becomes impossible or excessively difficult due to the aforementioned disruptions, the contractor is entitled to withdraw from the contract.

VIII. Warranty:

The warranty period is six months and begins with delivery or the successful completion 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 and in writing upon receipt, delivery, or completion. If, despite careful inspection, a defect only becomes apparent at a later date, this must be reported immediately. Delivery or service shall be deemed accepted as free of defects if the client has not immediately notified the contractor in writing of any defects at the time of handover. Defects in part of the delivery or service cannot lead to the entire delivery or service being rejected.
The client can only assert further warranty rights if he has previously requested the contractor to rectify any defects within a reasonable period of time. As a warranty, the client can initially only demand rectification. The manner in which the rectification is carried out properly is at the discretion of the contractor. The contractor is entitled to provide a replacement at any time.
The contractor can refuse to rectify defects as long as the customer has not fulfilled his obligations.

Any warranty claim shall lapse if the customer processes or combines the goods, even only in part.
The warranty does not cover damage caused to the client by natural wear and tear, humidity, strong heating of the rooms or other temperature and weather influences or improper handling or improper storage.
Reasonable deviations in the shape, dimensions, colors, and nature of the material are in accordance with the contract and do not entitle the customer to file a notice of defect.
If the notification of defects is delayed, the warranty claims shall become void. The same applies if the client makes changes itself or makes it difficult for the contractor to determine the defects.
Claims for defects arising from the provision of supplies and services from external companies (full service) are excluded, unless the contractor can be shown to have violated the duty of care in selecting sub-contractors.
The rectification of defects or replacement delivery does not inhibit or interrupt the limitation period for warranty rights.
Claims for damages, in particular those arising from a breach of the obligation to rectify defects, are excluded unless they are based on gross negligence or intent. In the event of gross negligence, compensation for damages shall be limited to the foreseeable damage at the time of the conclusion of the contract.

IX. Liability:

The client is liable for any damage to or loss of the rented property until the end of the agreed rental period. The client’s liability is extended accordingly if 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 property until it is collected.
By placing the order, the client assumes the duty of supervision and care for the items rented to him.
When attaching advertising material to the rented property, only easily removable material may be used, which prohibits nails, screws, glue, or other materials that are difficult to remove under any circumstances. Any advertising etc. attached must be completely removed before return.
In the case of reparable damage, the client shall reimburse the contractor for the repair costs. In the case of irreparable damage or loss, the client shall reimburse the replacement value on the basis of the contractor’s replacement costs.
It is irrelevant whether the damage or loss of the rented property is caused by the client or a third party. The client shall immediately notify the contractor of any confiscation or damage to the rented 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 objects provided to the client are to be insured as part of an exhibition insurance policy.
The contractor reserves the right to insure the rented property 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 receive the damaged rental property in exchange for reimbursement of the replacement costs of an item in mint condition. Damaged rental property will be kept available for the client for 14 days (after notification of the defect).
Claims for damages by the client of any kind and for whatever legal reason, whether indirect or direct damage, property damage or personal injury, are excluded, unless there is gross negligence or intent on the part of the contractor. The contractor is not liable in cases of force majeure. The contractor shall not be held liable for the duration of an event.
No liability shall be accepted for defective delivery or performance by external companies, unless the contractor is proven to have violated the duty of care in selecting sub-contractors. Instead, the contractor may demand assignment of the contractor’s claims against the sub-contractor.

The contractor is generally not liable for exhibits and other items belonging to the exhibitor, unless their safekeeping has been confirmed in writing.
In the case of special contracts for advice or information, the contractor is only liable up to the amount of the consideration to be paid by the client.
If the subject matter of the contract is limited to planning and design, the contractor shall not be liable at all. In this respect, the contractor shall only be responsible for ensuring that he himself is able to construct the planned or designed exhibition stand.
No liability is accepted for free advice, information or other services, unless another arrangement has been expressly agreed.
All claims for compensation for damages of any kind, including those not arising from the delivery item itself and regardless of the legal basis on which they are based, are excluded, insofar as they are permissible.

X. Cases of force majeure

If, in the event of force majeure, there is a default in performance such that the contractor cannot fulfill the order or can only fulfill it under more difficult conditions, both parties have a separate right of withdrawal.
If the contractor or the client withdraws, the contractor is only entitled to that part of the remuneration for the contractual relationship for which services have already been provided or expenses have been incurred.
In such a case, the contractor is not liable for any additional claims by the client, for example, if claims arise from the fact that a trade fair stand cannot be built and made available at all or on time due to force majeure.
Force majeure shall be deemed to exist if an event that prevents the contractor from providing his services was not reasonably foreseeable at the time of the conclusion of the contract and the effects of the hindrance could not reasonably have been avoided or overcome by the contractor.
These include, in particular, disruptions to the business operations of the sub-contractor or 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 shall examine possible adjustments to the contract and, as far as possible, eliminate the default.
Neither party shall be entitled to any further claims for damages beyond the above partial compensation.

XI. Insurance:

For transportation arranged or carried out by the contractor, the client must insure the goods in transit for the amount of the replacement value. The contractor’s liability for transport damage is generally excluded, except in cases where the transport damage is 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 damage must be requested immediately and sent to the contractor.
The contractor shall insure the client’s goods taken over by the contractor for storage on the basis of written confirmation at the client’s expense for the duration of the storage in the amount of the new replacement value against fire, water damage, and burglary.
If the contractor’s work and manufacturing documents, such as originals, models or drawings, negatives, etc., are to be insured against any risk, the client must arrange for this insurance. The contractor is not liable for the destruction or loss of such documents, unless he can be accused of intent or gross negligence.
It is the responsibility of the client to insure his stand against legal damages during the construction and dismantling periods and the duration of the exhibition, unless another arrangement has been 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 the facts determining his creditworthiness, or has suspended his payments, or if insolvency proceedings have been filed against his assets, the contractor is entitled to demand advance payment, security, or cash payment without regard to conflicting previous agreements or to withdraw from the contract. The right to further rights is reserved.

XIII. Retention of title:

The deliveries remain the property of the contractor until all obligations arising from the business relationship between the contractual partners have been fulfilled.
Pledging or transfer of ownership of these goods is not permitted.
The deliveries subject to retention of title are to be handled carefully and the contractor is to be notified immediately of any interventions by third parties, in particular seizures.
The client must always provide the contractor with free access to where the items delivered under retention of title are located.
The client may only resell the goods subject to retention of title in the ordinary course of business. He hereby assigns his claim from the resales to the contractor. Upon request, the client must immediately name the individual assigned claims, their names, and the customer’s address.
If the client is in default of payment, the contractor is entitled to immediately retrieve the goods delivered under retention of title without the consent of the client.
In the event of processing, the client processes for the contractor. The contractor’s co-ownership share is then determined by the ratio of the value of the reserved goods to the value of the finished product.

XIV. Industrial property rights, designs, drawings, etc.:

The contractor retains ownership of all rights to plans, drafts, drawings, manufacturing, and assembly documents, even if they have been handed over to the client; unless the contractually agreed service of the contractor merely includes the production of the draft. In any case, the transfer of ownership and copyrights requires the written form. Changes to plans, drafts, etc. may only be made by the contractor, even if these documents have come into his ownership; unless the copyrights have been transferred in writing. The contractor is always entitled to sign all documents and use them for advertising. The client may only use the services provided by the contractor for the contractually agreed individual project. Any further use requires the prior written consent of the contractor.
For the execution of orders according to the information or documents provided by the client, the client guarantees that the production and delivery of the work carried out according to his documents will not infringe the industrial 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 industrial property rights of third parties.
The client is obliged to immediately release the contractor from all possible claims for damages by third parties and to pay for all damages resulting from the infringement of property rights and, if requested, to make advance payments.

XV. Payment terms:

The invoice amount is due for payment immediately upon receipt of the invoice. In the case of long-term orders 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% when the order is started, and 10% after the final invoice has been issued. Only persons specially authorized by the contractor are entitled to collect payments.
Deductions of any kind are excluded; advance 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 bill of exchange, check, or other payment instructions, the client bears the costs of discounting and collection, unless expressly agreed otherwise.
If the client is obliged to repay several claims of the contractor, the contractor determines which of these claims is repaid with the client’s payments, even if the client has made a different determination.
If the terms of payment are not met, the following shall be deemed to have been agreed: All claims of the contractor shall become due immediately in cash, regardless of the bills of exchange accepted. The client is also in default without reminder notice. He is then obliged to provide suitable securities, such as assignment of claims and transfers or pledges of items, for all claims of the contractor. The client may not sell the items owned by the contractor in accordance with clause XI and must surrender them to the contractor upon request. The contractor is entitled, without prejudice to further claims, to demand compensation for damages caused by default in the amount of the usual minimum interest and commissions of the major banks between the due date and payment. Furthermore, he is entitled, without setting a grace period and without declaring that acceptance of the service is refused, to withdraw from the contract and to demand compensation for non-performance.
The client may only offset claims against the contractor to the extent that these have been recognized or legally established by a court of law.

XVI. Data protection:

It must be emphasized that the personal data received in relation to the business relationship or in connection with it, regardless of whether it comes from the client himself or from third parties, will be processed in accordance with the Federal Data Protection Act.

XVII. Place of performance and jurisdiction:

The place of performance for all claims arising from the contract is the contractor’s place of business. The place of jurisdiction for disputes arising from this contract, as well as from unlawful acts, is the registered office of the contractor. This also applies to summary proceedings. The contractual relationship is governed by German law.

XVIII. Final provisions:

Should any provision of the contract be invalid or void, the remainder of the contract shall remain in force. The parties to the contract shall find a provision that corresponds to the purpose of the contract.