I. Validity and Conditions

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1. The following general Terms and Conditions of business and delivery apply exclusively to all contracts, deliveries and other services provided by the company Czarnowski GmbH - hereinafter referred to as the contractor (AN) - unless these are changed or excluded in writing by the AN. General terms and conditions of the client - hereinafter referred to as the AG - will not be binding even if the AN does not expressly contradict them. The contractor's signatures on the AG's written and documents, which contain its general terms and conditions on the back, do not make them legally binding for the AN.

 

2. The contractor reserves the right to change his general terms and conditions of business and delivery at any time. In the case of contracts that have not yet been finally concluded, the changed terms and conditions apply when they are announced. In the case of contracts that have already been concluded, the new conditions apply four weeks after their written notification to the client, if the contractual relationship is a continuing obligation or a successive delivery contract. In this case, the client can lodge an objection one week before the deadline. The contractor then has the right to either process the contract in accordance with the old terms and conditions or to withdraw from the contract.

 

3. The conditions of the contractor presented here also apply to future transactions between the contracting parties, even if this is not expressly agreed.

 

4. If the subject of the contract cannot be delivered in accordance with the specified technical parameters because the manufacturer has changed production on their own after the conclusion of the contract, the contractor is entitled to deliver the product that has been changed in this respect. Deviations of the delivered goods in terms of dimensions, weight, and color compared to the catalog information / planning information are permissible insofar as these are to be regarded as minor, correspond to customary trade, and are reasonable for the customer taking into account his interests recognizable from the contract.

 

II. Offer and Acceptance

 

The AN's offers are subject to change and non-binding; the same applies to brochures and advertisements. The client's order is binding; the order is concluded when the contractor confirms it in writing or by telex. The same applies to additions, changes, or subsidiary agreements. Drawings, illustrations, dimensions, and other parameters are also only binding if this is expressly agreed in writing. Guaranteed properties must also be in writing. Employees or subcontractors of the contractor are not authorized to make verbal subsidiary agreements or to influence the content of the contract.

 

III. Prices

 

1. The prices apply from the day the contract is concluded for three months. In the case of a longer delivery period, the contractor is entitled to pass on cost increases that have occurred in the meantime (production, delivery, assembly) as well as increases in costs due to legislation (sales tax, social security contributions, etc.) through price increases in the same ratio to the client. If the increase is more than 10% of the net order value, the client is entitled to withdraw from the contract. He must notify this withdrawal in writing within 10 days of the written notification of the price increase. The prices and tariffs apply, plus the applicable statutory value added tax and are "ex works".

 

2. Any additional deliveries or changes required, especially those resulting from a previously unknown construction situation, will be charged additionally. This also applies to all-inclusive orders. If corresponding work is performed on Saturdays, Sundays, public holidays, or night work from any such occurrence, the contractor is entitled to a surcharge of 50% on the prices stated in the offer.

 

3. If the client requests separate meetings after the order has been placed, the client has to bear the resulting costs (time, food, accommodation).

 

4. If rental booths or parts thereof are not returned at the agreed time, the client must pay rent for the missing parts for a rental period of the same duration.

 

5. If shipment has been agreed between the parties, the risk of shipment is transferred to the AG upon handover to the person authorized to carry out the forwarding. The contractor assumes no liability for damage to or loss of the exhibitor's own goods.

 

IV. Payment

 

1. For trade fair and exhibition structures, the total amount - unless otherwise agreed individually - is to be paid in the amount of 70% when the order is placed and 30% immediately upon completion of the construction. In any case, the full payment of the total order amount must be made before the opening of the trade fair. In the event of incomplete or timely payment, the contractor has a right of retention on the building / work until full payment has been made; in particular, the contractor is entitled to refuse to hand over the stand. Deductions according to §§ 48 ff. EStG are not permitted, as there is a certificate of exemption from the Cologne East Tax Office. In view of the special commercial customs in trade fair construction, any withholding of payments or offsetting due to alleged counterclaims is excluded. This does not affect undisputed or legally established claims. Apart from the current exhibition, the client is free to pursue and realize his alleged claims. If the AG falls behind with payments, the AN can charge interest at the statutory rate from the due date - see above - without providing evidence. The contractor reserves the right to make further claims for damages or damage caused by delay. Rent payments are due on the 1st of each month without deduction.

 

2. Advance payments are not subject to interest; Bills of exchange or checks are accepted on account of payment and subject to the possibility of discounting. The client bears any costs incurred through this type of payment. If it is not redeemed, the Contractor is not obliged to allow bills of exchange, checks or other papers to be protested. Payments in this form are only considered to have been made when an unconditional credit has been received in favor of the contractor. If checks, bills of exchange or other bank instructions are not credited on time or if the AG suspends its payments in some other way, the AN is entitled to call the entire remaining debt due, even if there are further bank instructions.

 

V. Delivery Times

 

1. Delivery dates or deadlines must be in writing. In the area of exhibition stand construction, the contractor delivers on fixed exhibition dates. Delivery periods do not begin to run until a down payment has been made in accordance with Section IV. The same applies if the client has to provide its own services (material supply, construction drawings, etc.).

 

2. The contractor shall be released from the delivery deadlines in the event of unforeseeable obstacles, for example in cases of force majeure, official measures, transport and operational disruptions as well as difficulties in production that were not previously recognizable.

 

VI. Creditworthiness

 

The client assures that he has sufficient financial means to pay at the time of the order. Subsequent economic or financial problems must be reported immediately. If it becomes apparent that the AG is not able to pay the remuneration in full, the AN can withdraw from the contract.

 

VII. Duty of Care

 

1. Rented buildings / stands as well as materials, AV equipment, PCs, etc. are to be treated with care by the client; Any damage and loss, e.g. due to theft, must be reported to the contractor immediately. The client is liable for damage and wear and tear that do not result from the intended use. The client has to bear the rest of the loss of use for the period of replacement and repair.

 

2. The client is prohibited from interfering with the stand construction or statics. In the event of unauthorized interference, the AG is directly liable to the AN and possible third parties.

 

3. The contractor excludes any liability for the items brought in, such as exhibits and personal property of the client or third parties. The AG undertakes to set up its own insurance in this regard.

 

VIII. Retention of Title

 

The delivered goods remain the property of the contractor until all claims arising from the business relationship with the client have been paid in full. The contractor expressly forbids the further processing of goods delivered by themselves before full payment. If the AG violates this requirement, the newly created product becomes the sole property of the AN.

 

IX. Guarantee

 

1. The client undertakes to enable a formal acceptance of the stand and, in particular, assign an employee who is an authorized representative on the handover date. If there is no formal acceptance, the stand is deemed to have been accepted free of defects upon the start of trade fair and exhibition operations by the client.

 

2. Complaints about obvious defects must be made immediately in writing, either in the acceptance report or by 12:00 noon on the first day of the trade fair or exhibition at the latest. If the client does not report any defects by this point in time, the stand is deemed to be free of defects. Notices of defects are only to be made in writing to the contractor; Subcontractors are not entitled to accept notices of defects. The contractor has the right to repair and initiate any replacement deliveries. All costs for defects for which the contractor is responsible are borne by the contractor. If a rework is not successful, the following applies:

 

a) the stand can be used at least to a limited extent for rented stands, the client is not entitled to conversion; he retains the right to a reduction in price. In this context, the parties make it clear that rental stands will not be built from new material; So reasonable signs of use do not trigger any warranty rights. In view of the custom in trade fair construction, warranty rights can only be asserted if all payments in accordance with Section IV have been paid.

 

b) For purchase stands, the contractor is granted two right to rectify and in special cases a three-fold right to rectify. If the improvement is still not successful, the client is entitled to full statutory warranty claims. The warranty period for all services provided by the contractor is one year - calculated on the day of handover.

 

X. Limitation of Liability

 

Claims for damages from positive breach of contract, from negligence when concluding the contract, or from tort are excluded both against the contractor and against their vicarious agents or other vicarious agents, unless the damage was caused intentionally or through gross negligence.

 

XI. Storages

 

In the event of the storage of exhibition stands and the multiple use of exhibition stands, the Contractor imposes that the resulting additional notions of use are not at his expense.

 

XII. Copyrights

 

1. If the AN works according to the AG's plans and third parties assert rights to these plans or constructions, the AG indemnifies the AN internally from all claims - also in the event of a legal dispute. The AN is not obliged to check in advance whether the documents provided by the AG affect the property rights of third parties.

 

2. Drafts, drawings, and models that have been produced by the contractor remain with all rights in their property and ownership. The AG can only further exploit this intellectual property of the AN with its consent and against payment of a corresponding license fee. If the client's drafts are handed over to third parties and used by them, the client is obliged to pay the license fee as in the case of a proper purchase. If the AG has bought the stand resulting from the drafts, the copyrights are automatically transferred to the AG.

 

XIII. Applicable Law - Jurisdiction

 

1. The business relationships between the parties are governed exclusively by German law.

 

2. The exclusive place of jurisdiction for all disputes directly or indirectly from the business relationship is Cologne.

 

XIV. Severability Clause

 

Should a provision of the above Terms and Conditions or a provision of an individually concluded contract between the parties be ineffective, this shall not affect the effectiveness of the remaining provisions of these Terms and Conditions or the individual contract. Rather, the parties are obliged to replace the ineffective provision with a provision that most closely approximates the desired economic success of the ineffective provision. Czarnowski GmbH as the client - the order is placed by Czarnowski GmbH only on the express condition that the Contractor agrees to the validity of the general Terms and Conditions of business and delivery of Czarnowski GmbH as well as to the fact that any agreed payments on account / advance payments are only due if a previous bank guarantee in the corresponding amount in favor of Czarnowski GmbH is issued to the contractor. Furthermore, Czarnowski GmbH reserves the right to withdraw from the contract in the event that the Contractor provides incorrect information about his creditworthiness or the lack of creditworthiness of the Contractor should manifest. In this case, the Contractor is not entitled to any claims for compensation from Czarnowski GmbH.