General Terms and Conditions of DIMAH Messe + Event GmbH

As per January 2007

I. Bases of contract

1.
All orders placed with DIMAH Messe + Event GmbH are based on the following:

• the content of the contract concluded between the parties
• the order confirmation
• the offer
• these General Terms and Conditions
• the statutory provisions of the Civil Code of the Federal Republic of Germany, in particular the provisions of the law of tenancy and those of contracts for services
• Fee Structure for Architects and Engineers.

2.
Deviations from these Terms and Conditions shall require a written agreement.


II. Subject matter of contract

1.
The following terms shall apply to all goods and services. They shall also apply to any future legal relationship between DIMAH Messe + Event GmbH and the Client. The Client's contract terms shall only apply if accepted in writing by DIMAH Messe + Event GmbH.

2.
The acceptance of services provided by DIMAH Messe + Event GmbH shall be considered as acceptance of these General Terms and Conditions.


III. Offer, tender documents and design data

1.
Unless otherwise stipulated in the offer, it is subject to change.

2.
If offers are generated in accordance with the Client's information and the documents provided by the respective exhibition management, DIMAH Messe + Event GmbH shall not assume any liability for the accuracy of the information and documents obtained, unless their defectiveness or ineptitude is deliberately or gross negligently not recognized.


3.
Unless anything contrary is expressly agreed in writing, all rights in offers, designs, drafts, drawings, manufacturing and assembly documents as well as descriptions of event concepts shall be reserved by DIMAH Messe + Event GmbH, even if these have been submitted to the Client. In this respect they have been committed to the Client in terms of § 18 UWG (Act Against Unfair Practices). The Client shall undertake to refrain from any other use whatsoever, in particular from duplication and distribution, the disclosure to third parties and the modification without the express consent of DIMAH Messe + Event GmbH. If the Client infringes upon this obligation, he shall be obliged to pay for the time and effort to draw up the documents plus a reasonable royalty - regardless of further injunctive reliefs and indemnity claims.

 

IV. Conclusion of the contract

The contract shall be concluded by the written order confirmation or the hire order confirmation of DIMAH Messe + Event GmbH countersigned in writing.
Regardless of the placing of the order or the conclusion of another contract the obligation to cease and desist in accordance with paragraph III of these terms shall exist.


V. Prices

1.
The offered prices shall only be valid if the offered object is ordered as a whole.

2.
All prices are ex-works or ex-stocks and do not include packaging, freight, postage, insurance etc. Deviations require the written form in the offer. The sales tax valid at the time of performance shall apply.

3.
The quotation prices shall be valid for four months upon conclusion of the contract. After the expiry of these four months DIMAH Messe + Event GmbH shall be entitled to pass to the Client markups of manufacturers or suppliers or salary increases. The Client shall be entitled to withdraw from the contract, if the price is more than 5% higher than the price valid upon conclusion of the contract. In such a case, DIMAH Messe + Event GmbH shall be entitled to compensation for the services performed so far. The compensation shall also include the claims of third parties commissioned by DIMAH Messe + Event GmbH relying upon the performance of the contract. Further claims shall be excluded on both sides.

4.
If the commencement, the progress or the completion of works is delayed due to reasons DIMAH Messe + Event GmbH is not responsible for, the additional expenditure resulting from this shall be charged separately. This will be based on the calculation rates of DIMAH Messe + Event GmbH for working hours (including travel costs and loading times), vehicles, material prices and other prices which are valid on the date of performance.

5.
Services not included in the offer but performed on request of the Client or additional expenditures which result from false information of the Client, the exhibition organizers, transport delays through no fault of DIMAH Mess + Event GmbH, improper conditions of the halls or floors, advance performance of third parties if the latter are not vicarious agents of DIMAH Messe + Event GmbH which were not performed professionally and in due time, shall be charged additionally to the Client's account. The calculation shall be based on section V.4 of these terms.

6.
Services and procurements performed for the Client on his demand within the planning and execution of his participation in the exhibition shall be remunerated additionally. DIMAH Messe + Event GmbH shall be entitled to charge a commission charged on cash outlays for such advances. DIMAH Messe + Event GmbH shall be further entitled to assign those services to third-party companies on behalf of the Client.

7.
As of 4 weeks before the start of the exhibition/event DIMAH Messe + Event GmbH shall be entitled to demand a surcharge of up to 15 % of the order value for the Client's change request after placement of order. As of 2 weeks before the start of the exhibition/event DIMAH Messe + Event GmbH shall be entitled to demand a surcharge of up to 25 % of the order value for the Client's change request after placement of order. As of 7 days before the start of the exhibition/event DIMAH Messe + Event GmbH shall be entitled to demand a surcharge of up to 50 % of the order value for the Client's change request after placement of order. Additional costs (e.g. additional transport, material and assembly costs) arising from the Client's change requests, shall be charged separately on a time and material basis.

 


VI. Delivery time and assembly

1.
If an express deadline for the beginning and completion of the performance has not been agreed upon, the completion and delivery date shall not be binding.

2.
If the Client changes or modifies the order after the conclusion of the contract, the firmly agreed performance/delivery dates shall no longer be binding. The same shall apply to delays DIMAH Messe + Event GmbH is not responsible for, in particular for documents and material which are not provided by the Client in due time.

3.
If business operations are disturbed severely by cases of force majeure, strike or lockout which are in particular based on an unpredictable and undeserved event and DIMAH Messe + Event GmbH or its suppliers or subcontractors are not responsible for this, the delivery and completion date will be delayed accordingly. If the fulfillment of the contract is not possible due to the mentioned disturbances, both parties shall be entitled to withdraw from the contract. In this case DIMAH Messe + Event GmbH shall be entitled to a reimbursement of the services performed so far, whereas the services performed also include claims of third parties commissioned by DIMAH Messe + Event GmbH for the execution of the contract. Further claims for damages shall be excluded on both sides.


VII. Freight and packaging/ passing of risk

1.
Unless otherwise agreed, the products of DIMAH Messe + Event GmbH shall be transported at the Client's risk and expense. Packing favored by DIMAH Messe + Event GmbH and considered as obligatory shall be invoiced separately. The same shall apply to shipments of the Client.

2.
Parts of the Client to be used for production or assembly have to be delivered on the agreed date ex-works or assembly location. Unless otherwise agreed, such parts shall be returned carriage forward ex-works or place of use at the Client's risk.

3.
Unless otherwise agreed, any risk shall be passed to the Client when the goods leave the premises of DIMAH Messe + Event GmbH or when they are provided to the Client. This shall also apply to cases where ‘carriage free' has been agreed.

4.
If the goods ready-for-dispatch cannot be delivered due to reasons the Client is responsible for, the risk shall pass to the Client on the day the goods are ready for dispatch. The services of DIMAH Messe + Event GmbH shall be considered as complied with when the ready-for-dispatch note has been delivered to the Client.

5.
If exhibits of the Client are to be transported, the aforesaid stipulations shall apply accordingly.

 

 


VIII. Acceptance/Delivery

1.
The acceptance or delivery shall be performed formally on a regular basis and immediately upon completion. The Client shall undertake to participate in the acceptance date or to be represented by a duly authorized agent. Insofar it shall be expressly acknowledged that in specific cases an acceptance date one hour before the exhibition starts shall not be inadequate.

2.
Partial performances which are still pending or defects being notified shall be made up or remedied as soon as possible. If the subject matter of the contract is not considerably affected, a refusal of acceptance shall not be permitted.

3.
If the Client has used the service or a part of the service without the prior formal acceptance, the acceptance shall be considered as given by the act of use.

4.
If goods and services of DIMAH Messe + Event GmbH have been rented to the Client, a formal handover of the rental object has to be performed immediately after the end of the exhibition upon the request of DIMAH Messe + Event GmbH. The Client shall be obliged to participate in this transfer of goods or be represented by a duly authorized agent.


IX. Warranty

1.
The warranty shall comply with the regulations of the contract for work and labor of the German Civil Code, in the case of rented equipment compliancy with the contractual regulations for rental.

2.
First of all, as warranty the Client shall only be entitled to a supplementary performance in the form of rectification. The kind of proper rectification shall be at the discretion of DIMAH Messe + Event GmbH. DIMAH Messe + Event GmbH shall be entitled to a replacement at any time. Further claims, in particular claims to a reduction of or a withdrawal from the contract can be asserted by the Client, if two attempts to remedy the same have failed.

3.
The warranty does not apply to such defects arising from natural wear, moisture, strong heating or improper use or storage. Similarly the warranty shall not apply to reasonable deviations from the form, dimensions, color and condition of the material.

4.
The Client shall be obliged to inform DIMAH Messe + Event GmbH immediately of defects and to enable DIMAH Messe + Event GmbH to make the corresponding arrangements.

5.
If the notification of defects is delayed or reservations due to known defects have not been made during the acceptance, the warranty claims shall expire entirely.

6.
The warranty claims shall also expire for defects arising or emerging during the exhibition if the Client himself makes modifications or DIMAH Messe + Event GmbH is hindered or it is impossible for them to detect and remedy the defects, which is generally the case after the end of the exhibition.


X. Liability

1.
Warranty claims and claims for damages arising from the procurement of goods and services of third parties on behalf of the Client shall be excluded, unless DIMAH Messe + Event GmbH has infringed upon its due diligence when selecting the external companies.

2.
DIMAH Messe + Event GmbH shall not be liable for the exhibitor's goods, unless storage has been expressly agreed in writing. Then DIMAH Messe + Event GmbH shall only be liable to the amount of the insurance proceeds, unless DIMAH Messe + Event GmbH is accused of intent or gross negligence.

3.
If merely planning and drafts are the subject matter of the contract, DIMAH Messe + Event GmbH shall only account for the realization of the plans and drawings accordingly. Further claims shall be excluded.

4.
Gratis advice, information or other services free of charge shall not be subject to liability.

5.
Claims for compensation for damages whatsoever, even for such damages not affecting the delivery item itself, for instance due to delay or breach of duty, shall be excluded unless the damage is caused willfully or by gross negligence or the compliance with the contract is not impeded or jeopardized by the exclusion of the claims for damages. The restriction of liability shall apply to the same extent for the assistants and vicarious agents of DIMAH Messe + Event GmbH. Claims for damages to life, body and health, as well as claims in accordance with the Product Liability Act will remain unaffected.

6.
The Client shall be liable to DIMAH Messe + Event GmbH for all items handed over to him by way of lending or tenancy including the exhibition booth to the amount of the replacement costs (for reparable damages) or to the amount of the replacement value (in case of demolition or loss).


XI. Insurance

1.
The shipment shall only be insured to the amount of the replacement value for transports which are initiated or performed by the Client, and this all only at the express disposition and expense of the Client. A corresponding insurance shall be effected separately and shall not be included in the normal quotation, unless it has been expressly agreed in the quotation in writing.

2.
Transport damages have to be communicated to DIMAH Messe + Event GmbH immediately. In case of a dispatch via a forwarding agent any damage shall be recorded immediately on the bill of lading, in case of rail transport an official certificate listing the damage shall be required and sent to DIMAH Messe + Event GmbH.

3.
Unless otherwise stipulated, the Client's goods stored by DIMAH Messe + Event GmbH following a written confirmation will be insured by the latter at the Client's expense to the amount of the replacement value against fire, water damage and burglary for the period of storage.


XII. Credit base

The Client's credit rating is a prerequisite for the liabilities of DIMAH Messe + Event GmbH. If the Client provides incorrect or incomplete information about himself or his credit rating, or has suspended payments, or his assets are subject to an insolvency proceeding or the opening of such has been filed, then DIMAH Messe + Event GmbH shall not be obliged to provide the service. In such a case DIMAH Messe + Event GmbH shall be entitled to demand payment in advance or other adequate compensation. If the Client does not comply with this demand, DIMAH Messe + Event GmbH shall be entitled to terminate the contract for an important reason pursuant to paragraph XVII of these terms or to withdraw from the contract and claim damages. Concerning the amount the provision of paragraph XVII,3. of these terms shall apply.


XIII. Retention of title

1.
All delivery items shall remain the property of DIMAH Messe + Event GmbH until the complete compliance with all liabilities from the contractual relationship between the parties.

2.
Without the express consent of DIMAH Messe + Event GmbH the Client shall not be entitled to resell or process or treat the retained goods. Regardless thereof the Client shall today assign claims from a resell of the retained goods to DIMAH Messe + Event GmbH. DIMAH Messe + Event GmbH shall accept this assignment.

 

XIV. Trademark rights, drafts, drawings

1.
DIMAH Messe + Event GmbH shall reserve all rights of the designs, drafts, drawings, production and assembly documents, concept description etc. even if they were submitted to the Client. They have been committed to the Client in terms of section 18 UWG (Act Against Unfair Practices). The assignment of property and rights of use shall require an express written agreement.

2.
Unless otherwise stipulated in writing, the designs, drafts, concept etc. may only be modified by DIMAH Messe + Event GmbH. This shall also apply if the documents have become the Client's property.

3.
If the Client submits material or documents for the production of the subject matter of the contract, the Client shall assume liability that no trademark rights of third parties are infringed upon by the production and delivery of the work performed in accordance with his documents. DIMAH Messe + Event GmbH shall not be obliged to verify whether the information and documents submitted by the Client for the production and delivery infringe upon trademark rights of third parties. The Client shall undertake to exempt DIMAH Messe + Event GmbH with immediate effect from all possible claims of third parties and to compensate for all damages arising from the infringement of trademark rights.


XV. Terms of payment

1.
Unless otherwise stipulated, invoice amounts are due for immediate payment upon receipt of invoice. Discounts of whatever kind shall be excluded, no interest shall be charged on down payments.

2.
Unless otherwise stipulated, DIMAH Messe + Event GmbH shall be entitled to issue progress bills or demand installments. For exhibition booths and rental objects 50 % of the order total is due when the order is placed and 50 % when the booth is handed over.

3.
If the Client does not meet his payment obligations nor meet them in due form, he shall not be entitled to use the services of DIMAH Messe + Event GmbH. If the services or the exhibition booth is handed over by way of lending, the Client shall upon request undertake to grant DIMAH Messe + Event GmbH the property of the services and materials or the exhibition stand as a whole.

 

 


XVI. Set-off and assignment

1.
A set-off with disputed and counterclaims which have not become final shall be excluded for the Client. The same shall apply for the assertion of liens.

2.
The Client's rights from this contractual relationship can only be assigned with prior written consent of DIMAH Messe + Event GmbH.


XVII. Termination / Cancelation

1.
The Client shall be entitled to terminate the contract at all times.

2.
If the Client terminates or cancels the contract without an important reason on the part of DIMAH Messe + Event GmbH the latter shall be entlitled to an agreed remuneration as follows:

DIMAH Messe + Event GmbH shall be entitled to a remuneration of the services performed so far. The services performed also include claims of third parties commissioned by DIMAH Messe + Event GmbH relying upon the performance of the contract. Concerning the services not yet performed 40% of the agreed remuneration shall be agreed as saved expense. This rate shall be imputed by DIMAH Messe + Event GmbH to its claim for remuneration, unless DIMAH Messe + Event GmbH proves that only minor expenses have been saved. Vice versa, the Client may also prove that DIMAH Messe + Event GmbH has been spared higher expenses.

3.
The right of termination for an important reason shall remain unaffected. A prerequisite, however, is that a corresponding written demand to remedy the important reason within a reasonable period has been issued and the period has expired effectlessly. It is in particular an important reason, if the Client does not meet his payment obligations or if he infringes upon the duties of forbearance in accordance with these terms.

4.
In case of a termination for an important reason by DIMAH Messe + Event GmbH or a withdrawal for reasons the Client is responsible for, the aforesaid provision of paragraph 2. shall apply correspondingly. The Client shall be free to prove that the damage has not occurred or that it has not occurred to the mentioned extent. The assertion of further damage shall not be excluded.

 

 


XVIII. Data protection

Please note that personal data within the business relationship or in connection with this, regardless whether this is from DIMAH Messe + Event GmbH or from third parties, will be processed in terms of the German Data Protection Act.


XIX. Place of fulfillment and place of jurisdiction

Place of fulfillment and place of jurisdiction for all disputes arising from the contractual relationship between the parties shall be the place of business of DIMAH Messe + Event GmbH, provided that the Client is a registered trader, a legal person of public law or a special fund under public law. The contractual relationship shall be subject to German law.


XX. Final clauses

Should single stipulations be ineffective as a whole or in part, the effectiveness of the remainng provisions shall not be affected.