General terms and conditions

I Contractual bases
1. All orders placed with us – the company M&W Messe- und Werbeservice GmbH – are based on the following order: the content of a 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 on leases and contracts for work and services; the scale of fees for engineers and architects.
2. Deviations from these terms and conditions require written agreement.

II Contract content
1. The following terms and conditions shall apply to all deliveries and services. They shall also apply to all future legal relationships between the
client and us. Contractual terms and conditions of the client shall only become part of the contract if they are recognized by us in writing.
2. Acceptance of our services shall be deemed acceptance of these General Terms and Conditions.

III Offer, offer and design documents
1. Unless otherwise stated in the offer, it is non-binding.
2. If offers are prepared according to the information provided by the client and the documents provided by the respective exhibition management, we shall not assume any liability for the correctness of the information and documents received, unless their incorrectness and unsuitability is not recognized intentionally or due to gross negligence.
3. Offers, plans, drafts, drawings, production and assembly documents as well as descriptions of event concepts shall remain our property insofar as
Unless expressly agreed otherwise in writing, they shall remain our property with all rights, even if they have been handed over to the client. In this respect, they are entrusted to the client within the meaning of. §18 UWG.

IV Conclusion of contract
The contract is concluded with our written order confirmation. However, orders placed shall also be deemed accepted if they are not rejected within one month of receipt.

V Price
1. The offer prices are only valid if the offered object is ordered in full.
2. All prices are quoted net ex manufacturing plant or dispatch warehouse and do not include packaging, freight, postage, insurance, etc.
3. The offer prices are valid for 4 months from conclusion of the contract. After expiry of these 4 months, we are entitled to pass on price increases by manufacturers or suppliers or wage increases to the client. The client may withdraw from the contract if the price is more than 5% higher than the price at the time the contract was concluded. In this case, we shall be entitled to remuneration for the services rendered up to that point, whereby the services rendered shall also include claims for compensation
third parties that we have commissioned in reliance on the execution of the contract. Further claims are excluded on both sides.
4. If the start, progress or completion of the work is delayed for reasons for which we are not responsible, we shall be entitled to charge separately for the additional expenses incurred as a result. The calculation rates for working hours (including travel and loading times), vehicle equipment, material prices and other prices from us valid on the day of execution shall then apply.
5. Services not estimated in the offer which are carried out at the request of the client, or additional expenses caused by incorrect information provided by the client, the exhibition organizer, delays in transport through no fault of the client, insufficient hall or exhibition space, etc. shall be charged to the client.
The client shall be invoiced additionally for any work performed by third parties that is not in accordance with the deadline or professional standards, unless these are our vicarious agents. Section V.4. of these terms and conditions shall apply as the basis for calculation.
6. Services and errands carried out for the client at his request within the framework of the planning and implementation of his participation in the exhibition shall be remunerated separately. We shall be entitled to charge a commission for amounts disbursed in this respect. We are also entitled to contract out such services to third-party companies on behalf of the client.

VI Delivery time and assembly
1. If no express deadline has been agreed for the start of execution or completion, the specified completion/delivery date shall only be approximate.
2. Any changes or alterations to the execution made by the client after conclusion of the contract shall also render firmly agreed execution/delivery dates non-binding. The same applies to impediments for which we are not responsible, in particular to the late provision of documents and materials by the client.
3. If disruptions occur in business operations for which we or our suppliers or subcontractors are not responsible, in particular cases of force majeure, strike and lockout, which are based on an unforeseeable event for which we are not responsible and which lead to serious operational disruptions, the delivery/completion period shall be extended accordingly. If fulfillment of the contract becomes impossible due to the aforementioned disruptions, both parties shall be entitled to withdraw from the contract. In this case, we shall be entitled to remuneration for the services rendered up to that point, whereby the services rendered shall also include claims by third parties which we have commissioned in reliance on the performance of the contract. Further claims for damages are excluded on both sides.

VII Freight and packaging/ transfer of risk
1. Our products always travel at the expense and risk of the customer, unless otherwise agreed. Packaging requested and deemed necessary by us shall be invoiced separately. The same applies to goods shipped by the customer.
2. Parts of the client that are to be used in production or assembly must be delivered free to the factory or assembly site on the agreed date. Unless otherwise agreed, the return delivery of such parts shall be carriage forward ex works or place of use at the risk of the client.
3. Unless otherwise agreed, all risk shall pass to the client when the goods leave our premises or are made available to the client. This shall also apply in cases where carriage paid delivery has been agreed.
4. If the goods ready for dispatch cannot be delivered for reasons for which the customer is responsible, the risk shall pass to the customer on the day of delivery.
Readiness for shipment to the client. Our services shall be deemed to have been fulfilled upon delivery of the notification of readiness for shipment to the client.
5. If the client’s exhibits are to be (also) transported, the above provisions shall apply accordingly.

VIII Acceptance/handover
1. Acceptance or handover shall regularly take place formally and immediately after completion. The client undertakes to attend the acceptance date itself or to be represented by an appropriately authorized representative. In this respect, it is expressly recognized that in special cases an acceptance date one hour before the start of the trade fair is not unreasonable.
2. Any outstanding partial services or notified defects will be made up for or rectified as quickly as possible. If they affect the function of the
if they do not significantly impair the object of the contract, they do not entitle the customer to refuse acceptance.
3. If the client has taken the service or part of the service into use without prior formal acceptance, acceptance shall be deemed to have taken place with the act of use.
4. If our deliveries and services have been provided to the client on a rental basis, a formal handover of the rented item must take place at our request immediately after the end of the trade fair. The client is obliged to attend the handover or to be represented by a duly authorized representative.

The warranty shall be governed by the provisions on the contract for work and services of the German Civil Code (Bürgerliches Gesetzbuch), in the case of a rental agreement according to the provisions of the rental agreement.
2. As a matter of principle, the client may initially only demand subsequent performance in the form of rectification. The type and manner of proper rectification shall be at our discretion. We are entitled to make a replacement delivery at any time. The client may assert further claims, in particular claims for a reduction in price or withdrawal from the contract, if two attempts to rectify the same defect have failed.
3. the warranty does not extend to such defects that arise at the customer’s premises due to natural wear and tear, moisture, excessive heating or improper handling or improper storage. In the same way, the warranty does not extend to reasonable deviations in form, dimensions or quality,
Color and texture of the material.
4. The client is obliged to notify us immediately of any defects and to give us the opportunity to make the relevant findings.
5. If the notice of defects is late or if reservations were not made at the time of acceptance due to known defects, the warranty claims shall lapse
6. Warranty claims shall also lapse if the client makes changes himself or makes it difficult or impossible for us to identify and rectify the defects, which is regularly the case in the event of a notice of defects after the end of the trade fair for defects that occurred or became known during the trade fair.

X Liability
1. Claims for defects and damages arising from deliveries and services provided by external companies on behalf of the client are excluded, unless we have breached our duty of care in the selection of external companies.
2. We shall not be liable for the exhibitor’s goods unless safe custody has been expressly agreed in writing. In this case, we shall only be liable to the amount of the insurance benefits, unless we are accused of intent or gross negligence.
3. If only planning and drafts are the subject matter of the contract, we shall only be responsible for ensuring that we ourselves are in a position to realize the plans or drafts accordingly. Any further claims are excluded.
4. No liability is accepted for free advice, information or other free services.
5. Claims for compensation for damages of any kind, including damages that have not occurred to the delivery item itself, for example due to delay or breach of duty, are excluded unless the damage was caused by intentional or grossly negligent action and insofar as the exclusion of claims for compensation does not frustrate or jeopardize the performance of the contract. The limitation of liability shall apply to the same extent to our vicarious agents. Claims for damages arising from injury to life, body and health as well as claims under the Product Liability Act remain unaffected by this.
6. The client shall be liable to us for all items provided on loan or on hire, including the exhibition stand, in the total amount of the
replacement costs (in the case of repairable damage) or in the amount of the new acquisition value (in the case of destruction and loss).

XI Insurance
1. Material accepted by the client shall always be insured at the client’s expense.
2. Transport damage must be reported to us immediately. In the case of shipment by forwarding agent, damage must be noted immediately on the consignment note; in the case of transportation by rail, an official railroad certificate of damage must be requested and sent to us.

XII Credit basis
The prerequisite for our performance obligations is the creditworthiness of the client. If the client has provided incorrect or incomplete information about his person or about the facts that determine his creditworthiness, or if he has suspended payments, or if insolvency proceedings have been opened against his assets or an application has been made to open such proceedings, we shall not be obliged to perform. In such cases, we may demand advance payment or other suitable security for the claim to remuneration. If the client does not comply with this request, we may terminate the contract for good cause in accordance with section XVII of these terms and conditions or withdraw from the contract and demand compensation. With regard to the amount, the provision under clause XVII, 3. of these terms and conditions shall apply.

XIII Retention of title
1. All delivery items sold shall remain our property until complete fulfillment of all obligations arising from the contractual relationship between the parties. Without our express consent, the client is not entitled to resell the goods subject to retention of title or to any processing or treatment. Irrespective of this, the client hereby assigns to us any claims arising from the resale of the reserved goods. We accept this assignment.

XIV Property rights and rights of use
1. Plans, drafts, drawings, production and assembly documents, concept descriptions and descriptions of exhibition and assembly facilities and
Event concepts etc. remain our property with all rights, even if they have been handed over to the client. In this respect, they are entrusted to the client within the meaning of. §18 UWG. Any transfer of rights of use beyond those required to fulfill the contract and irrespective of whether special protective rights (e.g. copyrights) exist or not shall require express written agreement. The client undertakes to refrain from any other use in any form, in particular reproduction and distribution, transfer to third parties or direct or indirect reproduction, unless this is necessary for the fulfillment of the contract.
2. It shall be assumed that the client has breached the obligations under clause 1 if it organizes exhibitions or events that essentially correspond to our plans and concepts. The client is then at liberty to provide evidence to the contrary.
3. In the event of a breach of the obligations listed under clause 1, we shall at least be entitled to additional remuneration for the planning, design and conception services, the amount of which shall be determined in accordance with the provisions of the HOAI. Further claims for damages remain unaffected.
4. Furthermore, in the event of a breach of the obligation set out in clause 1 above, we shall, in the event of the rental of the
performance results, in particular in the case of reconstruction, the client shall be entitled to compensation in the amount of 50% of the agreed rental price. The client is at liberty to prove that no damage has been incurred or that it has not been incurred in the amount stated.
5. If the client provides materials or documents for the manufacture of the subject matter of the contract, the client shall guarantee that the manufacture and delivery of the work carried out in accordance with its documents does not infringe the property rights of third parties. We are not obliged to check whether the information and documents handed over by the client for manufacture and delivery infringe the property rights of third parties. The customer undertakes to indemnify us immediately against all possible claims for damages by third parties and to pay for any damages arising from the infringement of industrial property rights.

XV Terms of payment
1. Unless otherwise agreed, invoice amounts are due for payment immediately upon receipt of the invoice. Deductions of any kind are excluded; interest is not paid on advance payments.
2. Unless otherwise agreed, we are entitled to demand partial payments. As a rule, one third of the order amount is due when the order is placed, one third when assembly begins and one third when the stand is handed over.
3. If the client does not meet his payment obligations or does not meet them in the proper manner, he shall not be entitled to use our services.
In the event that services or the exhibition stand are handed over on loan, the client undertakes to return possession of the services and materials handed over or of the exhibition stand as a whole to us immediately upon our request.

XVI Offsetting and assignment
1. The client shall not be entitled to offset any disputed and not legally recognized counterclaims. The same applies to the
Assertion of rights of retention.
2. The rights of the client arising from this contractual relationship are only transferable with our prior consent.

XVII Termination / Cancellation
1. The customer has the right to terminate (cancel). Cancellation must be made in writing to be effective.

In the event of cancellation, the customer is obliged to pay 40% of the order amount to M&W Messe und Werbeservice GmbH / M&W Congress GmbH as compensation if the cancellation is made later than 30 working days before the start of the stand set-up, 60% of the order amount if the cancellation is made later than 14 working days before the start of the stand set-up, 80% of the order amount if the cancellation is made later than 7 working days before the start of the stand set-up and 100% of the order amount if the cancellation is made less than 3 working days before the start of the stand set-up. The date on which the letter of cancellation is received by M&W Messe und Werbeservice GmbH / M&W Congress GmbH shall be decisive for the date of cancellation.
2. The right to terminate for good cause remains unaffected. However, this is subject to a prior written request to remedy the good cause within a reasonable period of time and the deadline having expired without result. Good cause shall be deemed to exist in particular if the client fails to meet its payment obligations or breaches the obligations to refrain under these terms and conditions.
3. In the event of termination for good cause by us or withdrawal for reasons for which the client is responsible, the above provision of clause 1 shall apply accordingly.

XVIII Data protection
It should be noted that in the context of the business relationship or in connection with it, personal data, regardless of whether they are provided by the
The data that originate from the client itself or from third parties are processed in accordance with the Federal Data Protection Act.

XIX Place of fulfillment and jurisdiction
The place of performance and place of jurisdiction for all disputes arising between the parties from the contractual relationship is our registered office, insofar as the
client is a registered trader, a legal entity under public law or a special fund under public law. The contractual relationship shall be governed by German law.

XX Final provisions
Should individual provisions be wholly or partially invalid, this shall not affect the validity of the remaining provisions.