General terms and conditions
M&W Messe und Wohndesign GmbH | as of: 12 January 2021 | Desktop version preferred
§ 1 General
1) All legal transactions and offers of M&W Messe & Wohndesign GmbH, hereinafter referred to as the Contractor, are exclusively based on these general terms and conditions. Any terms and conditions of the Client that deviate from these terms and conditions shall require the written consent of the Contractor. Otherwise, contradictory clauses shall not become part of the contract.
2) These general terms and conditions shall also apply to all future legal transactions.
3) All exhibition stands are generally provided on a rental basis, for the duration of an exhibition. Therefore, all parts supplied are expressly only rented, unless the parts are explicitly identified as purchased parts in the offer and/or in the order confirmation.
§ 2 Contract conclusion
1) Offers submitted by the contractor serve only to initiate the contract and are subject to change and non-binding, unless they have been declared binding in writing. The contract shall only be concluded if the Contractor sends the Client an order confirmation after the order has been placed in writing and a deposit has been paid in due time in accordance with § 5Terms of Payment. If this order confirmation is not contradicted within 14 days, the contract is considered concluded.
2) All agreements, orders, changes and cancellations must be made in written form. If the Client has not received an order confirmation up to 14 working days before the delivery date or the start of installation, the Contractor must be informed of this immediately in writing.
3) If the client withdraws from the order after sending the order confirmation and down payment request, the contractor is entitled to compensation.The amount of compensation depends on the time remaining until the confirmed date and the associated progress of the preparatory work. In the event of cancellation up to 28 days before the confirmed date, the compensation shall amount to 25 % of the order total, but at least € 1,000.00. In the event of withdrawal up to 10 days before the confirmed date, the compensation shall amount to 65 % of the order total. In the event of withdrawal after the start of assembly, installation or delivery, the full order amount shall be due.
4) These GTC are part of the contractor’s order confirmation. A respective reference is noted on the Contractor’s correspondence with the Client.
§ 3 Prices
1) Unless otherwise agreed, all prices are subject to German VAT at the statutory rate. Unless otherwise agreed, all rental prices apply for the respective exhibition period.
2) Not included in the price are the costs of the respective exhibition company, connection costs, costs for approval procedures (e.g. statics) as well as fees of all kinds (e.g. costs for suspension points) charged by exhibition companies. This also includes the costs for waste disposal of floor coverings and other residual waste, as well as all consumption costs such as electricity and water costs.
3) Special work or change requests of the client that are not included in the original order will be charged separately. This shall also apply to lump sum orders. If this work is carried out on Saturdays, Sundays, public holidays or at night, the Contractor shall be entitled to a corresponding surcharge on top of the working prices stated in the offer.
4) For meetings requested by the client after the order has been placed, travel, board and lodging expenses may be charged at a reasonable rate in addition to the time spent.
§ 4 Delivery time and delay in delivery
1) Compliance with the delivery and performance obligations through the contractor, requires the timely and proper fulfilment of the Client’s obligations.This includes the timely receipt of all documents to be supplied by the Client, the timely clarification and approval of the plans, no obstructions on the part of the construction site, compliance with the agreed terms of payment and other obligations of the Client. If these requirements are not met in time or in their entirety, the delivery period shall be extended accordingly.
2) The delivery period shall apply subject to unforeseeable obstacles which are beyond the Contractor’s control. In particular in cases of force majeure, official measures, transport and operational disruptions.
§ 5 Terms of payment
1) Payment shall be made immediately upon receipt of the invoice without deduction.
2) For all exhibition stands, we charge 50% of the order sum when the order is placed and 50% of the order sum by the confirmed date. If payment is not made properly or on time, the contractor has a right of retention to the delivered or assembled goods until full payment has been made.
3) The customer shall only be entitled to offset rights if his counterclaims have been legally valid, are undisputed or have been recognised by us.
4) In the event of default in payment, the contractor is entitled, after setting a reasonable deadline, to withdraw from the contract without threat of rejection and to claim damages for planning and preparatory services rendered. In the event of default in payment after the service has been rendered, a processing fee of € 40 shall be charged for each reminder letter. Interest on arrears will be charged in accordance with the statutory provisions.
5) Bills of exchange shall not be accepted. If payment is made by cheque, the client shall bear the costs of collection.
6) Cheques only then count as payment when the countervalue has been credited to the Contractor’s account. Discount charges and all ancillary costs shall be borne by the client.
7) Payments are to be made exclusively to M&W Messe & Wohndesign GmbH.
§ 6 Cover note
1) The client assures that he has sufficient financial means to pay for this delivery or service at the time of the order. Subsequent economic or financial payment problems must be reported immediately. In the event that the client is unable to pay the contract price completely, the contractor may withdraw from the contract.
2) All orders agreed with the contractor shall be covered by a credit insurer. If the contractor does not receive a confirmation of cover from his credit insurer, he is entitled to withdraw from the contract or to demand 100% advance payment.
§ 7 Safety precautions: Obligations of the exhibition customer
1) Cabinets, showcases and other lockable pieces of furniture are not burglar-proof. The locking mechanisms only serve as burglary inhibitors in a psychological sense. It is therefore strongly recommended to order stand guard service. The client is also advised to insure both the complete rental object (exhibition stand) and exhibits or similar items in a suitable manner. The Contractor shall not be liable for items left at the stand by the Client.
2) Graphics and other documents to be produced, attached, or set up by the contractor, on behalf of the client, are the responsibility of the client. The contractor shall neither check for possible infringements of property rights nor the correctness of the documents. The Client shall indemnify the Contractor against all possible claims for damages due to statutory violations or spelling and colour errors.
§ 8 Storage
As a matter of principle, no items belonging to the client shall be stored. If storage is desired in individual cases, this requires that a corresponding written order has been placed and confirmed. The contractor shall only be liable for the stored items in the event of intent and gross negligence. The client is recommended to insure the items stored at M&W Messe & Wohndesign GmbH according to his requirements in the course of his business insurances.
§ 9 Transports
As a matter of principle, no items belonging to the client shall be transported, as exclusively factory transport pursuant to § 9 GüKG shall be carried out. If transport of exhibition goods including insurance is desired in individual cases, this presupposes a corresponding written order has been placed and confirmed.
§ 10 Regulation for tenancy agreements
1) The rented property is provided exclusively for the agreed purpose and period. Termination with notice of the rental contract is excluded. Subletting is only permitted to co-exhibitors on the same stand, whereby the liability for the rented goods remains with the client.
2) The Contractor shall be entitled to inspect the trade fair or exhibition stand at any time in order to ascertain its presence and condition.
3) The condition and completeness of the rented property must be checked by the client upon receipt. A handover protocol shall be drawn up for the handover (acceptance). Acceptance shall take place at the agreed time. The Client shall be obliged to accept the goods if the prerequisites are met. If the client or a person commissioned by him is not present on the agreed handover date, the contractor shall wait for 1 hour without incurring any costs. If the client exceeds the handover by more than 2 hours, the exhibition stand as well as the rented items shall be deemed to have been handed over correctly and free of defects, even if a signed handover certificate could not be made.
4) Since the rented goods are generally used materials and items, normal signs of usage do not justify any claim to rectification, replacement or return.This also applies to material-typical colour and surface deviations.The rented goods will be cleaned after completion of the exhibition stand. No rectification can be demanded for soiling caused by the surrounding exhibition stand construction operations in the exhibition hall. It is strongly recommended to commission a professional stand cleaning service for the evening before the start of the exhibition, as experience has shown that the dust in the exhibition halls does not settle until the evening before the exhibition.
5) The risk of accidental loss or damage shall pass from the contractor to the client when the rental property is handed over. Loss of and damage to the rented goods must be reported by the Client to the Contractor without delay. The Client’s responsibility for risk ends when the rented goods are returned to the Contractor. If the Client departs after the end of the trade exhibition, all mobile items such as chairs, stools, brochure stands, etc. must be locked in the cabins as far as possible and the keys left at the agreed location.
6) The Client shall be liable, irrespective of indebtedness, for all losses and damage to the rented goods during the period in which the rented goods are in his custody. He shall reimburse all necessary expenses for the production or repair of the rental goods, up to a maximum of its value at the time of handover to him. It is recommended to insure the rented goods against loss, damage and vandalism at his own expense.
7) The tenancy ends with the end of the respective event (exhibition) and dismantling begins immediately after, unless otherwise agreed. Objects left at the rented stand shall be disposed of without compensation for their value.
8) The client shall have the duty of care and supervision with regard to the entire rented good from the time of handover. If the client breaches the duty of care and supervision, he shall compensate for the damage resulting hereby.
9) No pro rata rent repayment shall be made for items included in the order confirmation which are not required by the Client in individual cases. These items may also not be exchanged or offset against other services.
§ 11 Limitation of liability
1) The contractor assumes no liability for any damage caused by force majeure (e.g. power failures, acts of God or traffic disruptions), network and server errors, line and transmission disruptions, viruses or disruption of the postal route.
2) In the event of cancellation of the exhibition (e.g. due to official prohibitions, or based on the Infection Protection Act, etc.), the Contractor shall charge the Client for the costs incurred up to the time of cancellation.
3) The contractor also assumes no liability for damage to the client’s hardware and software caused by unknowingly sending documents via e-mail that have been infected by a virus.
4) The Contractor shall not be liable for damages and consequential damages insofar as the Client itself or third parties have altered or falsified the materials, documents or information provided to the Contractor.
5) If the Contractor commissions external services at the instigation of the Client in the Client’s name and on the Client’s account, the Contractor shall not be liable for the services and work results of the commissioned service providers.
6) The contractor shall be liable for damages resulting from injury to life, body or health in accordance with the legal provisions. Liability for other damages shall only apply in the event of intent and gross negligence. The contractor shall also be liable for other damage caused by negligence which is based on the breach of a material contractual obligation but limited to the foreseeable damage. The above mentioned liability limitation provisions apply to both statutory and contractual claims, in particular also claims for damages based on warranty regulations.
§ 12 Warranty
1) Complaints about obvious defects and deliveries and services must be made in writing without delay, but at the latest within 10 days upon arrival of the delivery at the destination. In the case of deliveries and services relating to trade fair and exhibition objects, notifications of defects must be made in writing immediately, but no later than 24 hours after acceptance of the trade fair and exhibition stand. The aforementioned notices of defects are to be addressed exclusively to M&W Messe & Wohndesign GmbH in writing.
2) The contractor shall be entitled to rectification and replacement delivery. The contractor may also rectify the defect several times.
3) Insofar as the Client prevents the Contractor from carrying out the rectification work, the Contractor shall be released from liability.
4) A prerequisite for the warranty in any case is that all payments have been made beforehand.
5) The contractor does not assume any warranty due to normal wear and tear. The client shall be liable for accidents, property damage, etc. caused by improper use.
§ 13 Copyright and other property rights
1) The draft documents, the planning, drawing, production and assembly documents as well as the design and concept description remain the intellectual property of the contractor. The client is not entitled to reproduce the consequential documents, to exploit them or to pass them on to third parties without the consent of the contractor. He is also not entitled to create replicas from them.
2) If the client infringes the copyrights or property rights, he shall pay a contractual penalty amounting to 75% of the order amount agreed between the parties, but at least EUR 5,000.00. The contractual penalty shall be offset against any compensation claim. Claims for injunctive relief shall remain unaffected.
3) Even after payment of the agreed price, the Contractor shall remain the copyrights of the aforementioned documents.
4) The contractor shall be entitled to attach his company name or that of the company commissioned by him in an appropriate size to the items produced by him or according to the client’s plans. The Contractor shall also be entitled, free of charge and without the Client’s separate consent, to publish photographic material of the rendered services or to use it for advertising purposes.
5) If the Client provides the Contractor with planning documents, the Client shall guarantee that the production and delivery of the work produced in accordance with the planning documents does not infringe the property rights of third parties. The contractor shall not be obliged to check whether the documents provided to him by the client are subject to third-party property rights. Should a claim for damages be asserted against the Client by a third party due to the fact that the use of the documents provided by the Client constitutes an infringement of property rights, the Client shall indemnify the Contractor against all current and future claims.
§ 14 Reservation of title
If it is a purchase, the goods – also in installed or assembled condition – remain the property of the contractor until full payment has been made.
§ 15 Data processing
The contractor is entitled to process and store data about the client received in regard to the business relationship or in connection with it, whether this data originates from the client itself or from third parties, in accordance with the Data Protection Act. The contractor guarantees that no disclosure of client data will take place unless it is necessary for the execution of the order.
§ 16 Place of performance and jurisdiction
1) The place of performance for payment by the client is Düren.
2) The exclusive place of jurisdiction is Düren. In the event of disputes with clients whose place of residence or registered office is outside the area of application of the Federal Republic of Germany, the exclusive use of the law applicable in the Federal Republic of Germany shall be deemed agreed.
§ 17 Partial effectiveness
1) Should any provision of these terms and conditions be or become invalid, this shall not affect the validity of all other provisions of these terms and conditions. Ineffective provisions of these terms and conditions shall be replaced by such provisions that come as close as possible in their effectiveness to the omitted provision of these terms and conditions.
2) The Contractor reserves the right to amend these General Terms and Conditions at any time and without prior notice in accordance with the established jurisprudence.