I. Scope of application
- Our offers, services and deliveries are made exclusively on the basis of these terms and conditions. The terms and conditions thus also apply to all pending and future business with us, even if they are not expressly agreed again. Subsidiary to these General Terms and Conditions, the German Freight Forwarders’ Standard Terms and Conditions (ADSp) shall apply.
- Any terms and conditions of business of the principal which conflict with our terms and conditions are hereby expressly rejected.
II. Offer & Conclusion of Contract
- Our offers are subject to change and non-binding unless they are expressly marked as binding.
- Any ancillary agreements or additions to the contract prior to and upon conclusion of the contract must be made in writing to be effective; the same applies to amendments to our terms and conditions.
- It is to be paid within 10 days after the invoice date without any deduction and free of charges for us. After expiry of this period, the client shall be in default. During the period of default, interest shall be charged on the debt at a rate of 8% above the base interest rate. We reserve the right to prove and claim higher damages caused by default.
- Cheques shall only be accepted on account of performance; they shall only be deemed to be payment after they have been cashed. Payment by bill of exchange is excluded.
- Deliveries to unknown customers shall only be made against advance payment.
- The customer shall only be entitled to set-off if the counterclaims have been legally established or are undisputed.
- Counterclaims which are not based on defective performance shall not entitle the principal to withhold the agreed payment unless they have been legally established or are undisputed.
- If there is a significant deterioration in the financial circumstances of the client which endangers our claims for performance or if we subsequently become aware of such a deterioration, we shall be entitled to amend the terms of payment accordingly or to withdraw from the contract.
- Delivery times are only binding for us if they have been expressly and unambiguously agreed as such in writing.
- The binding delivery time shall be extended by the period in which we are prevented from executing the order through no fault of our own. In particular, we cannot be held responsible for hindrances due to force majeure or other events beyond our control which make delivery significantly more difficult or impossible, such as strikes, lockouts, official orders, etc., even if they occur at our suppliers or sub-suppliers. However, we want to inform our client immediately of such delivery hindrances.
- If the impediment lasts longer than 3 months, the client is entitled to withdraw from the contract after setting a reasonable deadline in writing, insofar as the contract has not yet been fulfilled.
- A right of withdrawal to which the client is entitled relates in principle to the part of the contract that has not yet been fulfilled. Only if the partial performances already rendered are of no interest to the client shall he be entitled to withdraw from the entire contract.
- We shall be liable for delays in delivery for which we are responsible in accordance with Clause VIII.
- We are entitled to over- or under-deliveries customary in the trade. We are also entitled to make customary partial deliveries.
- We reserve the right to make changes to the design and shape, deviations in colour and changes to the scope of delivery on the part of the manufacturer during the delivery period, provided that the changes or deviations are reasonable for the customer, taking into account our interests. If we or the manufacturer use signs or numbers to designate the order or the ordered object of purchase, no rights can be derived from this alone.
The risk shall pass to the client as soon as the consignment has been handed over by us to the person carrying out the transport or has left our warehouse for the purpose of dispatch. If dispatch becomes impossible through no fault of our own, the risk shall pass to the client upon notification of our readiness for dispatch. If the client has to collect the goods, the risk shall pass to him upon notification that the goods are ready for collection.
VI. Delivery / Takeover
- Acceptance shall take place formally and immediately after completion. The customer undertakes to attend the acceptance meeting itself or to be represented by a duly authorised representative. It is expressly recognised that an acceptance date up to 6:00 p.m. before the start of the trade fair or one hour before the start of the trade fair is not unreasonable.
- If the customer has used the service or part of the service without prior formal acceptance, acceptance shall be deemed to have taken place with the act of use.
- Any minor partial services still outstanding or the rectification of defects shall be made good or remedied as quickly as possible. Insofar as they do not significantly impair the function of the subject matter of the contract, they do not entitle the customer to refuse acceptance. Withholdings of payment are only permissible on a pro rata basis.
- If the assembly of the exhibition stand on a specific exhibition date has not been agreed and the customer does not accept the contractor’s performance despite notification of completion, the contractor may withdraw from the contract or claim damages for non-performance. The Contractor may claim 40 % of the order value as compensation for non-fulfilment, or 60 % in the case of rental. The Purchaser shall be at liberty to prove that there was no damage at all or that the damage was not in the amount stated. The contractor reserves the right to assert a higher proven damage.
- If the Contractor’s services have been provided to the Customer on a rental basis, a formal handover of the rented items shall take place immediately after the end of the trade fair at the Contractor’s request. The customer shall be obliged to attend the handover meeting or to be represented by a duly authorised representative.
- The client must inspect our delivery immediately upon receipt for defects, identity and quantity.
- Complaints due to recognisable defects, incorrect delivery or quantity errors can only be taken into account if they are notified to us in writing and the notification is received by us within 8 days of receipt of the goods. In the case of complaints due to defects which were not recognisable at the outset, the written notification must be made immediately after discovery. Complaints received late shall result in loss of rights, as shall non-compliance with the written form.
- Defects in part of the delivery do not entitle the customer to complain about the entire delivery.
- In the event of a duly justified complaint, our obligation to perform shall be limited to rectification or replacement delivery at our discretion. In the event of failure of the rectification or replacement delivery, the client may demand a reduction of the price (abatement) or rescission of the contract (withdrawal).
The limitation period for claims due to material defects is 1 year; this does not apply if we are obliged to reimburse the costs which our principal has to bear towards a consumer due to the sale of a new item for the purpose of subsequent performance. In the event of fraudulent concealment of defects or the assumption of a guarantee for the quality, further claims, also with regard to the limitation period, shall remain unaffected. Apart from this, however, we shall only owe compensation for damages due to a defect within the scope of Section VIII.
- We shall be liable without limitation for damages arising from injury to life, body or health which are based on a breach of duty for which we or our legal representative or our vicarious agent are responsible.
- For other damages, we shall be liable to the full amount of the damage in the event of gross negligence and intent on our part, on the part of our legal representative and/or on the part of our executive employees, furthermore on the merits in the event of any culpable breach of material contractual obligations (cardinal obligations) and outside such obligations on the merits also for gross negligence and intent on the part of our simple vicarious agents and persons employed in performing an obligation, in the last two groups of cases, however, limited in amount to compensation for the typical foreseeable damage.
- Any claims of the client under the Product Liability Act shall not be limited by these Terms and Conditions.
IX. Retention of title
- All goods delivered shall remain our property until full payment of all our present and future claims arising from the business relationship. Processing or transformation shall always be carried out for us as manufacturer, but without any obligation for us. The customer shall keep the property for us free of charge. Goods to which we are entitled to ownership are hereinafter referred to as reserved goods.
- The customer is only entitled to resell the goods subject to retention of title, whether unprocessed or processed, in the ordinary course of business. The entitlement shall lapse if the client is in default of payment. The claims arising from the resale or any other legal reason (e.g. insurance, tort) with regard to the goods subject to retention of title, including any balance claims from the current account, are already now assigned to us by the client in full by way of security. At our request, the customer is obliged to provide us with the information required to assert our rights against his customer and to allow us to inspect his documents. The principal is revocably authorised to collect the claims assigned to us for his own account in his own name. This authorisation to collect may only be revoked if the principal does not properly fulfil his payment obligations. If the value of the securities granted to us exceeds the value of our claims by more than 20%, we shall be prepared, at the request of the client, to release securities to this extent at our discretion.
- In the event of access by third parties to the reserved goods, the client is obliged to point out our ownership and to notify us immediately.
An assignment of the claims directed against us is excluded.
XI. Applicable law, place of performance & jurisdiction
- The law of the Federal Republic of Germany shall apply to all legal relations between us and our client.
- The place of performance for all services is Bielefeld.
- The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship is Bielefeld.