General Terms and Conditions of MSM Messe Service Merkhoffer GmbH
I. Contract basis
1.The following General Terms and Conditions govern the relationship between the hired company (“Contractor”) and its client (“Customer”) where the Customer is an entrepreneur within the meaning of BGB (German Civil Code) Section 14. They apply exclusively to all offers, goods, and services provided to the Customer by the Contractor, subject to individual contrary arrangements or agreements between the contracting parties.
2. Any reference made in forms to the Customer’s General Terms and Conditions is objected to hereby.
II. Conclusion of contract
1.The contract is made and concluded when the Contractor signs the contract document or confirms the order in writing.
2.Information from the Contractor designated as “cost range,” “cost estimate,” “cost outline,” or “rough cost calculation” is non-binding.
III. Rental or loan
1.If objects belonging to the Contractor are provided to the Customer by way of loan or rental, then at the Contractor’s request there must be a formal return of the rental object immediately after the end of the show or event. The Customer is required to attend the return or to be represented by a duly authorized agent.
2.The Customer must handle such lent or rented objects with care and promptly return them after the end of the event.
3.Confirmations of return by the Contractor are always subject to concrete verification.
4.Unless other provisions are expressly agreed, rent is charged by the calendar day. The start of the rental is the day the rental property is delivered and the end of the rental is the day it is returned. If the Customer is responsible for delayed return of the rental property, the full rent for one day is owed for each additional day.
5.The Contractor is entitled to demand a reasonable security deposit for the length of time objects are rented. The deposit does not bear interest.
1.All pricing information and prices are in euros (even if not expressly labeled as such) and do not include legally required taxes and charges or other public accessory charges that may apply.
2.Offer prices are valid for four months from conclusion of contract. If delivery periods are agreed beyond those four months, the Contractor is entitled to pass the manufacturers’ or suppliers’ price increases or wage increases on to the Customer. The Customer may terminate the contract if the price is more than 5 percent greater than the price at the time the contract was concluded. In this case the Contractor is entitled to compensation for the services provided up to that time, such provided services also including claims by third parties whom the Contractor tasked in reliance on implementation of the contract. Additional claims are precluded for both parties.
3.If the start or continuation of services is delayed due to reasons for which the Contractor is not responsible, he is entitled to charge separately any added expense incurred as a result. The Contractor’s billing rates valid on the day of performance shall then apply.
5.Services not estimated in the offer that are performed at the Customer’s request will be billed to the Customer in addition, as well as added expenses caused due to incorrect information from the Customer or preliminary work performed in a non-timely or non-expert manner by the Customer or other third parties, provided they are not agents or employees of the Contractor. Obtaining any necessary official permits, licenses, or other approvals is included in the offer only if explicitly so stated. The same applies to customs formalities for international shipments.
6.Services and errands that are performed for the Customer at his request as part of planning and implementing participation in exhibitions must be compensated separately. The Contractor is entitled to charge a disbursement fee for amounts advanced for this purpose. The Contractor is further entitled to assign such services to third companies in the Customer’s name.
7.Where services are performed at trade shows, the offer prices do not include the expense and costs for goods and services that must be purchased exclusively from trade show companies or third parties tasked by them, such as shipping services on the trade show premises (e.g., transportation on the trade show premises, providing forklifts and elevating trucks, empty container handling, disposal, etc.), unless such services are explicitly mentioned in the offer.
V. Shipping and transport
1.Even firmly agreed performance and delivery deadlines cease to apply in case of changes or adjustments in execution put forward by the Customer after conclusion of the contract. The same applies in case of obstacles for which the Contractor is not responsible, particularly non-timely provision of the Customer’s documents and materials.
2.The delivery/completion period is extended accordingly in case disruptions occur in business operations for which the Contractor and his suppliers or subcontractors are not responsible, particularly in case of force majeure, strike, or lockout based on an unforeseeable event not caused by fault and resulting in serious disruption of operations. If fulfillment of the contract becomes impossible due to the named disruptions, both parties are entitled to terminate the contract. In this case the Contractor is entitled to compensation for the services provided up to that time, such provided services also including claims by third parties whom the Contractor tasked in reliance on implementation of the contract.
3.The Contractor’s products and (supplied) goods are always transported at the Customer’s expense and risk, unless otherwise agreed. Absent specific instructions, the Contractor determines the shipping method at his own discretion, without responsibility for the cheapest or fastest method. Packaging that is requested or considered necessary by the Contractor will be billed separately. Goods transported at the customer’s request are only insured on explicit instruction from the customer and at his expense. Unless otherwise agreed, the risk of accidental destruction is transferred to the Customer when the goods are made available to the Customer. This also applies in cases where delivery is agreed with carriage prepaid.
4.Objects belonging to the Customer that are intended to be used when performing the service must be delivered free to the place of use at the agreed time. The Contractor is not required to deliver such objects back to the Customer. If he is tasked by the Customer to deliver them back, this is done unpaid from the place of use at the Customer’s risk.
6.If the merchandise is ready to ship but cannot be delivered or made available to the Customer due to reasons for which the Customer is responsible, the risk of accidental destruction or deterioration of the merchandise transfers to the Customer on the day it is ready for shipment. The Contractor’s services are considered rendered after delivery to the Customer of the shipment-ready notice.
7.If freight or exhibits belonging to the Customer are (also) to be transported, the above rules apply accordingly.
VI. Payment terms
Unless other payment arrangements are agreed in the order confirmation, 50 percent of the total invoice amount is due upon order placement and the other 50 percent upon delivery of the item. For cash discount periods agreed in writing, the day the payment is received or credited by the bank is the controlling date.
VII. Credit basis
The Customer’s creditworthiness is a condition for the Contractor’s performance obligations. If the Customer has made incorrect or incomplete statements regarding the facts determining his creditworthiness or has stopped his payments, the Contractor is not obligated to perform. In those cases the Contractor may require payment in advance or other appropriate security for the claim to compensation. If the Customer does not satisfy this request, the Contractor may terminate the contract for good cause as set forth under part XVI of these terms and conditions or may rescind the contract and demand damages. The amount is governed by the rule in part XVI (2) of these terms and conditions.
VIII. Acceptance & delivery
1.Acceptance and/or delivery are regularly performed formally and promptly following completion. The Customer is required to attend the acceptance appointment personally or to be represented by a duly authorized agent. It is expressly acknowledged that an acceptance appointment one hour before the start of the trade show is not inappropriate in special cases.
2.If the Customer has begun using the product or any part of the product without prior formal acceptance, acceptance is considered to have been given by the act of use unless defects that prevent acceptance are reported beforehand.
3.Portions of the performance that are still missing and reported defects will be completed or corrected as quickly as possible. Unless they significantly impair the function of the contractual object they do not justify withholding acceptance.
4.If the service consists of planning or carrying out events, acceptance is regularly given at dress rehearsals or test runs. This does not apply to planning services that are considered completed and ready for acceptance upon delivery to the customer.
IX. Set-off and transfer
1.The Customer may perform set-off or assert a right of lien only on the basis of claims that are undisputed, have been adjudicated finally and without possibility of appeal, or are ready for decision. This does not apply where the claim is based on the same contractual relationship against which the set-off is to be performed.
2.The Customer’s rights under this contractual relationship are transferable only with prior consent from the Contractor.
1.Liability is fundamentally based on the statutory provisions unless otherwise agreed in these General Terms and Conditions.
2.The Contractor is liable for defects and violating other obligations only in case of intent or gross negligence. Liability for simple negligence outside of essential contractual obligations (referred to hereinafter as “primary obligations”) is precluded hereby unless it results in injury to life, limb, or health, or unless the Customer is in arrears with fulfillment of its obligations. Compensation for indirect damages, particularly compensation for lost profit, is precluded in any case. If a primary obligation is violated negligently, the Contractor’s liability is limited to the amount of those damages and expenditures that are typically associated with the contract and are foreseeable.
3.Where the Contractor’s liability is limited, this also applies to the personal liability of the Contractor’s employees, representatives, and agents.
4.The limitation period for defect claims by the Customer against the Contractor is one year from the transfer of risk.
5.The Customer is fully and completely liable to the Contractor for all objects provided by way of loan or rental.
1.For shipments arranged or performed by the Customer, goods are insured for their replacement value only at the Customer’s explicit instruction and expense.
2.Obvious transport damage must promptly be reported to the Contractor. For shipments sent by freight carrier, obvious damage must immediately be noted on the waybill; for shipment by train, an official certificate of the damage must be requested and sent to the Contractor. Claims against the transport company will be assigned and transferred to the Contractor on request.
3.Unless otherwise agreed, property belonging to the Customer that is accepted by the Contractor for storage based on written confirmation will be insured by the Contractor against fire, water damage, and burglary at replacement value for the length of storage at the Customer’s expense.
XII. Reservation of title
1.All goods and products to be conveyed shall remain the property of the Contractor pending full and complete satisfaction of all obligations arising from the contractual relationship between the parties.
2.Any transfer of use and exploitation rights is valid and effective only after full and complete satisfaction of all obligations arising from the contractual relationship between the parties.
3.The Customer is not authorized to resell the goods with reserved title or perform any adaptation or processing without the Contractor’s express permission. Notwithstanding the foregoing, the Customer now hereby assigns and transfers to the Contractor all amounts receivable from any resale of the goods with reserved title in the final invoice amount (value of shipment, including value-added tax). The Contractor accepts such assignment and transfer.
XIII. Exploitation and usage rights, design
1.Offers, plans, drafts, drawings, production and installation documents, design descriptions, descriptions of exhibition and event designs, print-ready materials, and film material belonging to the Contractor remains the property of the Contractor along with all rights thereto, even if delivered to the Customer. In this regard they are entrusted to the Customer within the meaning of UWG (law against unfair competition) Section 18. The Customer must refrain from any and all forms of other use and exploitation, specifically including but not limited to reproduction and distribution, making changes, sharing with third parties, and direct or indirect imitation. Any transfer of usage rights requires express written approval from the Contractor.
2.Unless otherwise agreed in writing, changes may be made to plans, drafts, designs, etc. only by the Contractor. This applies even if such documents have become property of the Customer.
3.We will suspect that the Customer has violated the obligations set forth in this section if it puts on exhibitions or events that significantly match the Contractor’s plans and designs. The Customer then remains at liberty to show evidence to the contrary.
4.In case of violation of the obligations in part XIV (1) and (2), particularly in case of unauthorized imitation, the Contractor is entitled to damages equal to 50 percent of the agreed rent. The Customer remains at liberty to show evidence that no harm was suffered, or not in the named amount.
5.If materials or documents are provided by the Customer to perform services, the Customer provides the guarantee that the production and delivery of the products rendered according to its documents does not violate third-party property rights or copyrights. The Contractor is not obligated to verify whether the information and documents delivered by the Customer violate third-party property rights. The Customer will indemnify the Contractor and hold it harmless from any and all claims arising from violation of such industrial property rights or copyrights.
6.The Contractor is authorized to photograph and record the event and to use the recordings and background information about the project for documentation purposes and its own PR.
7.If desired by the Contractor, the Customer is obligated to mention the Contractor in all publications.
XIV. Ordinary termination
1.The Customer has the right to terminate the contract at any time.
2.If the Customer terminates the contract without good cause, the Contractor may demand the agreed compensation. However, it must allow credit for the expenses it saves as a result of cancellation of the contract, or for the income it earns or maliciously fails to earn through other use of its labor.
3.The saved expenses equal a standard amount of 40 percent of the agreed compensation, unless the Contractor shows that lesser expenses were actually saved. Conversely, the Customer remains at liberty to show that the Contractor saved greater expenses.
XV. Extraordinary termination
1.Both parties may terminate the contract for good cause without advance notice.
2.A condition is that a corresponding written demand to correct the good cause was previously given with a reasonable deadline, which passed to no avail.
3.In particular, there is good cause if the Customer has committed persistent or gross violations of its contractual obligations, specifically including but not limited to failure to properly meet its payment obligations despite a demand to do so.
XVI. Jurisdiction and venue, applicable law
1.If the Customer is a registered merchant, legal public-law entity, or special public-law fund or if the Customer’s registered office is in a foreign country, the place of fulfillment is the location of the Contractor’s registered office and the courts of that location have jurisdiction and venue for any and all disputes arising from the contractual relationship.
2.The contractual relationship is governed by and shall be construed according to German law, precluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and private international law.
XVII. Data Protection
We would like to point out that personal data are processed as part of the business relationship or in connection with it. Details are available in our Data Protection Policy.
The present General Terms and Conditions were drafted in German and English. Both documents shall apply as authentic versions though the German is to be given preference in matters of interpretation
General Terms and Conditions (April 2018)
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