General Business Conditions
Egon Krautwurst Innenarchitektur + Design (Interior Architecture + Design), 64850 Schaafheim, Im Heiligen Born 5
Tel.: +49 (0) 6073 98 02 02, Fax: +49 (0) 6073 98 02 03, Mobile +49(0) 172 658 41 33
Stand: as at 30.07.2007
§ 1 Validity of the General Business Conditions:
1) The following General Business Conditions shall apply exclusively for all price quotations and deliveries made by Egon Krautwurst Innenarchitektur + Design, hereafter called “the Supplier”. These General Business Conditions shall apply exclusively for all the goods and services we supply, as also for our price quotations and confirmations of orders. The inclusion of other general business conditions is expressly ruled out, particularly if these are sent to us in a letter of confirmation or in any other way. Divergent conditions are only effective if we have expressly confirmed them in writing. Otherwise contradictory clauses do not become part of the contract.
2) These General Business Conditions also apply for all future business transactions between the parties to the contract, even if this is not expressly agreed.
3) Alterations and supplements to a contract must always be made in writing.
§ 2 Finalising a Contract:
1) The Customer’s order is binding. The contract is finalised as soon as it is confirmed in writing by the Supplier or an appropriate down-payment is made, see § 4.1.
2) During the period in which the exhibition stand is being set up until it is handed over to the Customer by the Supplier and during the period in which it is being dismantled at the end of the exhibition until this work is completed, the Customer shall transfer the right to decide who may enter the stand area to Egon Krautwurst Innenarchitektur + Design.
3) The languages of the contract shall be German and English.
§ 3 Prices, Price Alterations
1) All prices shall be quoted in Euros, plus the statutory value added tax applicable in each case.
2) Unless stated otherwise when confirming the order, prices shall be quoted ex Supplier’s works.
3) Special work, additional deliveries or alterations at the Customer’s request which were not included in the original order shall be charged separately. This also applies with orders for which a fixed lump-sum is charged or to expenditure resulting from a previously unknown construction situation. If this work is carried out on a Saturday, Sunday or at night, the Supplier shall be entitled to a surcharge on the work prices quoted.
4) For meetings required by the Customer after the order has been placed, an appropriate amount may be charged for the time involved, but also for expenditure on travel, board and lodging.
§ 4 Payment / Interest Clause:
1) Unless expressly agreed otherwise, the total amount of the order for trade fair and exhibition constructions shall be due for payment as follows within eight days of the invoice date: 80 % on placing the order, but at the latest four weeks before the trade fair begins, the rest once the exhibition stand is completed, but in any case before the trade fair begins. If payment is not made properly and on time, the Supplier shall have the right to withhold the trade fair or exhibition stand until full payment has been made.
2) The Customer shall not withhold payment or set off his own counter-claims. Payment dates shall be strictly adhered to. If payment is not made by the date on which it is due, interest amounting to 12.5% above the then current discount rate of the Deutsche Bundesbank shall be charged from the date on which payment was due, while the right is reserved to claim for compensation for any further damage suffered as a result of the arrears.
3) No deductions of any kind shall be permissible. No interest shall be paid on down-payments. If payment is made by cheque or other type of transfer, the Customer shall bear the expenses of discounting and collection.
4) Cheques shall only count as payment when the equivalent value has been credited to the Supplier’s account. Discounting and all other charges shall be born by the Customer. When cashing cheques, the date on which the amount is credited to the Supplier’s account shall count as the date of payment.
5) Instalment agreements are only valid if made in writing. If the Customer falls more than 14 days into arrears with an instalment, the whole amount becomes due immediately, without a special reminder being necessary.
6) When delivery dates are delayed at the Customer’s request, payment shall be made as though delivery had been made on schedule.
7) Payments shall be made to Egon Krautwurst Innenarchitektur + Design only.
8) Discounts or other rebates will not be granted.
§ 5 Delivery dates:
1) Delivery dates or periods must be agreed in writing. The Supplier shall deliver for fixed trade fair dates.
2) The delivery period does not begin until after receipt of the down-payment and of any services to be provided by the Customer - these services being principal contractual obligations of the Customer such as, for example, the ordering or delivery of material – and not until after all paperwork and the technical and space details for the finished job have been clarified by the Customer.
3) The delivery period shall apply with a reservation for unforeseen hindrances beyond the Supplier’s influence, in particular in cases of force majeure, measures taken by public authorities, disruptions of transport or business or of circumstances which make production or delivery excessively difficult or impossible.
§ 6 Shipment and Transfer of Risks:
1) Shipment and transport shall be carried out in all cases at the expense and risk of the Customer.
2) No liability shall be accepted for damage to and/or loss of goods belonging to the exhibitor during the transport and storage of samples.
§ 7 Guarantee:
1) Complaints about unresolved defects or deficiencies in the goods and services provided shall be made in writing without delay, but at the latest within 10 days of arrival of the shipment at its destination.
2) In the case of deliveries and services related to trade fair and exhibition objects, complaints about defects and deficiencies shall be made without delay, but at the latest within 24 hours of acceptance of the trade fair or exhibition stand.
3) Any assembly work shall be done by the Supplier, who shall provide labour, assembly materials and other operating resources at his own expense.
4) The Supplier shall have the right to remedy defects by reworking and by delivering substitutes. The Supplier may also rework several times. The expenses of reordering shall be born by the Supplier.
5) If the Customer prevents the Supplier from doing reworking jobs, the Supplier shall be released from any liability.
6) The delivered goods may deviate in size and colour from the printed presentation in the quotation, provided these deviations can be regarded as being only slight.
7) The guarantee shall only be effective if all payments have previously been made.
8) Acceptance and work done shall be confirmed to the Supplier and his sub-contractors in writing. The Customer shall name a representative who is competent to sign confirmation of acceptance and work done.
9) The Supplier shall not accept a guarantee for normal wear and tear. The Customer shall be liable for accidents and damage to property arising from improper use. Local conditions on the site the Customer has rented from the trade fair organisers may result in alterations during assembly for which no liability can be accepted.
§ 8 Sub-Contractors:
1) Sub-contractors shall obey instructions given by Egon Krautwurst Innenarchitektur + Design or their agents. Only such personnel shall be deployed as are properly registered and covered by medical and social insurance. In accepting the order, the sub-contractor declares that he conforms with this requirement.
2) The sub-contractor is only entitled to charge additional expenses if these have been reported to Egon Krautwurst Innenarchitektur + Design in writing. In urgent cases this report can be made by telephone.
3) If the sub-contractor gets into arrears with his goods and services or with reworking, Egon Krautwurst Innenarchitektur + Design can give the sub-contractor an appropriate period in which to deal with the outstanding work. If the sub-contractor overruns this period, Egon Krautwurst Innenarchitektur + Design is entitled to have the outstanding work done at the expense of the sub-contractor in question.
4) The sub-contractor is liable for the stand components entrusted to him.
§ 9 Limiting liability:
No claims for compensation for damages shall be made against either the Supplier or his employees or agents, unless the damage has been caused purposely or by gross negligence.
§ 10 Rent:
1) The Supplier shall treat the objects rented by the Customer with care and shall report any damage without delay.
2) The Supplier or his agent is entitled to view the trade fair or exhibition stand at any time to obtain information on its existence and condition.
3) If the trade fair or exhibition stand or parts thereof are stolen, pledged or confiscated during the rental period, the Customer shall inform the Supplier of this without delay. In the case of theft, embezzlement or damage, the Customer is liable to the Supplier for the cost of replacement and for loss of rent for the object.
4) The Customer is also liable for any hidden damage which is not noticed or reported when the trade fair or exhibition stand is handed back. This also applies if the object in question has been confirmed as being returned “undamaged”.
§ 11 Industrial Copyright Protection:
1) If the Customer makes planning documents available to the Supplier, the Customer shall guarantee that no infringement of the third party copyrights will result from work produced and delivered according to the planning documents. The Supplier is not obliged to investigate whether third party copyrights exist for the documents made available to him by the Customer. Should the Customer face a claim by a third party for compensation for damages due to a copyright infringement resulting from the use of the documents made available by the Customer, the Customer releases the Supplier from all present and future claims.
2) If a third party, with reference to a copyright, prohibits the Supplier from producing and delivering objects for which the Customer has provided documents, the Supplier is entitled, without examining the legal position, to stop work and to demand reimbursement for the expenses he has incurred from the Customer.
3) Designs, texts, drawings and models produced by the Supplier are protected by copyright and remain his property with all the rights attached. The ownership rights and copyrights can only be transferred with the written permission of the Supplier, particularly for copying and reconstruction. The Supplier can permit use of the copyright in return for payment of a license fee.
§ 12 Lump-Sum Compensation for Damages:
If acceptance by the Customer is delayed or if the order is cancelled, the Supplier is entitled to demand compensation for damages amounting to 25 % of the amount of the order. This remains without effect on any further claims for compensation for damages dependent on the date of cancellation. The Supplier can set (the claim) off against a down-payment already paid.
§ 13 Advertising Permission:
The Supplier is entitled to use pictures and plans showing services provided for Customers in every form possible for advertising his company.
§ 14 Declaration of Adequate Funds:
1) The Customer states that at the date of the order he has sufficient financial means to pay for delivery.
2) Economic or financial problems affecting payment which arise subsequently must be reported without delay. 3) If the Customer is not in a position to pay the agreed amount in full, the Supplier can cancel the agreement.
§ 15 Place of Jurisdiction:
The sole place of jurisdiction shall be Darmstadt. In the case of disputes with Customers whose domicile or registered company offices is/are outside the territory of the Federal Republic of Germany, it shall be considered that the exclusive use of the substantive and procedural law valid in the Federal Republic of Germany has been agreed.
§ 16 Reservation of Ownership:
The goods delivered shall remain the conditional property of the Supplier until all claims arising from the business relationship with the Customer have been paid in full. This conditional ownership applies both to the delivered products themselves and also to new products arising from processing the delivered products. If such reserved goods are sold by the Customer, either alone or together with objects belonging to the Supplier, the Customer shall now assign the accounts receivable from the sale up to the value of the reserved goods with all auxiliary rights to the Supplier. The Supplier accepts the assignment. The Customer shall inform the Supplier without delay of all and any execution measures by third parties against the reserved goods or the accounts receivable assigned above and shall at the same time hand over the documents necessary to file the objection.
§ 17 Effectiveness:
Should one of the above regulations be ineffective, this shall not affect the effectiveness of the other regulations.