Terms and Conditions
General Terms and Conditions of Atelier Türke Messedesign GmbH
As of: June 1, 2023
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1. Contractual basis
- All orders placed with the contractor are based on the following in the order listed:
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 governing rental and service contracts the fee schedule for engineers and architects. - Any deviations from these terms and conditions must be agreed in writing.
2. Contract content
- The following terms and conditions apply to all deliveries and services. They also apply to all future legal relationships between the contractor and the client. The client's contractual terms and conditions only become part of the contract if they are accepted in writing by the contractor.
- Acceptance of the contractor's services constitutes acceptance of these General Terms and Conditions.
3. Offer, offer and draft documents
- Unless otherwise stated in the offer, it is subject to change.
- If offers are prepared according to the information provided by the client and the documents made available by the respective exhibition management, the contractor assumes no liability for the accuracy of the information and documents received, unless their inaccuracy and unsuitability is not recognized intentionally or through gross negligence.
- Unless expressly agreed otherwise in writing, offers, plans, designs, drawings, production and assembly documents, and descriptions of event concepts remain the property of the contractor with all rights reserved. The client undertakes to refrain from any other use in any form, in particular reproduction and distribution, disclosure to third parties, and making changes without the express consent of the contractor. If the client violates this obligation, it undertakes, without prejudice to further claims for injunctive relief and damages, to pay the costs of producing the documents plus a reasonable usage fee. If the order is not placed, the documents must be returned to the contractor immediately.
- Unless otherwise expressly agreed in writing, plans, drafts, and drawings are subject to a fee even if no specific remuneration has been stated in the offer or order confirmation. This applies in particular if the contractual relationship ends after the planning and design of an exhibition stand. The basis for calculation is the Fee Regulation for Architects and Engineers (HOAI).
4. Conclusion of contract
The contract is concluded upon written order confirmation by the contractor. However, orders placed shall also be deemed accepted if they are not rejected within one month of receipt. The obligation to refrain from action pursuant to Section III.3 of these terms and conditions exists independently of the placing of an order or the conclusion of a further contract.
5. Prices
- The prices quoted are only valid for undivided orders of the item offered.
- All prices are strictly net ex works or ex warehouse and do not include packaging, freight, postage, insurance, etc.
- The offer prices are valid for 4 months from the conclusion of the contract. After these 4 months have expired, the contractor is 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 4% above the price at the time of conclusion of the contract.
- If the start, progress, or completion of the work is delayed for reasons for which the contractor is not responsible, the contractor shall be entitled to charge separately for the additional expenses incurred as a result. The rates applicable on the day of execution for working hours (including travel and loading times), motor vehicle equipment, material prices, and other prices of the contractor shall then be decisive.
- Services not included in the offer that are performed at the request of the client, or additional expenses incurred due to incorrect information provided by the client, the exhibition organizer, transport delays through no fault of the contractor, inadequate hall and floor conditions, or third-party services that are not provided on time or professionally, insofar as these are not vicarious agents of the contractor, will be invoiced to the client additionally.
- Services and errands carried out for the client at their request within the scope of planning and implementing their participation in the exhibition shall be remunerated separately. The contractor shall be entitled to charge an advance commission for any amounts disbursed in this regard. The contractor shall also be entitled to commission such services from third-party companies on behalf of the client.
6. Delivery time and assembly
- If no explicit deadline has been agreed for the start of execution or completion, the specified completion/delivery date shall only be approximate, unless it coincides with a specific exhibition date.
- Changes or modifications to the execution requested by the client after conclusion of the contract shall also render fixed execution/delivery dates non-binding. The same shall apply to impediments for which the contractor is not responsible, in particular the late provision of documents and materials by the client.
- If disruptions to business operations occur for which the contractor or its suppliers or subcontractors are not responsible, in particular labor disputes, strikes, and lockouts, as well as cases of force majeure based on an unforeseeable event for which the contractor is not responsible and which lead to serious operational disruptions, the delivery/completion period shall be extended accordingly. If the aforementioned disruptions make it impossible to fulfill the contract, both parties shall be entitled to withdraw from the contract. In this case, the contractor shall be entitled to remuneration for the services rendered up to that point, whereby the services rendered shall also include claims of third parties that the contractor has commissioned in reliance on the performance of the contract. Further claims for damages are excluded on both sides.
7. Freight and packaging/transfer of risk
- Unless otherwise agreed, the contractor's products shall always be transported at the expense and risk of the client. Any packaging requested by the client and deemed necessary by the contractor shall be invoiced separately. The same applies to goods shipped by the client.
- Parts belonging to the customer 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, such parts shall be returned carriage forward from the factory or place of use at the customer's risk.
- Unless otherwise agreed, all risk shall pass to the customer when the goods leave the contractor's premises or are made available to the customer. This shall also apply in cases where carriage paid delivery has been agreed.
- If the goods ready for shipment cannot be delivered for reasons for which the client is responsible, the risk shall pass to the client on the day the goods are ready for shipment. The contractor's services shall be deemed to have been fulfilled upon delivery of the notification of readiness for shipment to the client.
8. Acceptance/Handover
- Acceptance or handover shall take place formally and without delay after completion. The client undertakes to attend the acceptance appointment in person or to be represented by an appropriately authorized representative. In this regard, it is expressly acknowledged that in special cases, an acceptance appointment one hour before the start of the exhibition is not unreasonable.
- Any outstanding partial services or reported defects shall be remedied or rectified as quickly as possible. Provided that they do not significantly impair the function of the subject matter of the contract, they do not entitle the customer to refuse acceptance.
- If the client has started using the service or part of the service without prior formal acceptance, acceptance shall be deemed to have taken place upon use.
- If the contractor's deliveries and services have been provided to the client on a rental basis, a formal handover of the rental object must take place immediately after the end of the exhibition at the contractor's request. The client is obliged to attend the handover date or to be represented by an appropriately authorized representative.
9. Warranty
- The warranty is governed by the provisions on contracts for work and services in the German Civil Code (BGB) and, in the case of rental agreements, by the provisions of the rental agreement.
- As a guarantee, the client can only demand rectification. The manner in which the rectification is carried out is at the discretion of the contractor. The contractor is entitled to make a replacement delivery at any time. The client may assert further claims if two attempts at rectification for the same defect have failed.
- The warranty does not cover defects caused by natural wear and tear, moisture, excessive heat, improper handling, or improper storage on the part of the customer. Similarly, the warranty does not cover reasonable deviations in the shape, dimensions, color, and quality of the material.
- The client is obliged to notify the contractor of any defects without delay and to give him the opportunity to make the relevant findings.
- If the notice of defects is delayed or if no reservations were made at the time of acceptance due to known defects, the warranty claims shall expire in their entirety. The same shall apply if the client makes changes itself or makes it difficult or impossible for the contractor to identify and rectify the defects, which is regularly the case with a notice of defects after the end of the exhibition.
10. Liability
- Claims for defects and damages arising from the procurement of deliveries and services from third-party companies are excluded against the contractor, unless it can be proven that the contractor violated its duty of care in selecting the third-party companies.
- The contractor shall not be liable for the exhibitor's goods unless safekeeping has been expressly agreed in writing. In this case, the contractor shall only be liable up to the amount of the insurance benefits.
- If only planning and designs are the subject matter of the contract, the contractor shall not be liable in any way. In this respect, the contractor shall only be responsible for ensuring that it is in a position to implement the plans or designs accordingly.
- No liability is accepted for free advice, information, or other free services.
- Claims for compensation for damages of any kind, including damages that did not occur to the delivery item itself, for example due to delay, breach of duty, or tort, are excluded, unless the damage was caused by intentional or grossly negligent conduct and unless the exclusion of claims for compensation prevents or jeopardizes the fulfillment of the contract. The limitation of liability applies to the same extent to the contractor's vicarious agents and assistants. Claims for damages under the Product Liability Act remain unaffected by this.
- The client shall be liable for all items loaned or rented to him, including the exhibition stand, up to the amount of the restoration costs or, in the event of loss, up to the amount of the replacement value.
11. Insurance
- For shipments arranged or carried out by the client, the goods will only be insured at the express instruction and expense of the client at replacement value.
- Transport damage must be reported to the contractor immediately. In the case of freight forwarding, damage must be noted immediately on the consignment note; in the case of rail transport, an official railway certificate of damage must be requested and sent to the contractor.
- Unless otherwise agreed, goods of the client taken over by the contractor for storage on the basis of written confirmation shall be insured by the contractor at the client's expense for the duration of storage at replacement value against fire, water damage, and burglary.
12. Basis for credit
The contractor's performance obligations are contingent upon the client's creditworthiness. If the client has provided incorrect or incomplete information about themselves or about facts affecting their creditworthiness, or if they have suspended payments, or if bankruptcy or composition proceedings have been initiated against their assets, the contractor shall not be obliged to perform their services. In such cases, the contractor may demand advance payment or other suitable security for the remuneration claim. If the client does not comply with this request, the contractor may terminate the contract for good cause in accordance with Section XVII of these terms and conditions or withdraw from the contract and claim damages. With regard to the amount, the provision under Section XVII.3 of these terms and conditions shall apply.
13. Retention of title
- All delivery items remain the property of the contractor until all obligations arising from the contractual relationship between the parties have been fulfilled in full.
- Without the express consent of the contractor, the client is not entitled to resell the goods subject to retention of title or to process or treat them in any way. Irrespective of this, the client hereby assigns to the contractor any claims arising from the resale of the goods subject to retention of title. The contractor accepts this assignment.
14. Property rights, designs, drawings
- Plans, designs, drawings, manufacturing and assembly documents, concept descriptions, etc. remain the property of the contractor with all rights reserved, even if they have been handed over to the client. The transfer of ownership and rights of use requires the express written agreement.
- Unless otherwise agreed in writing, changes to plans, drafts, concepts, etc. may only be made by the contractor. This also applies if these documents have become the property of the client.
- If the client provides materials or documents for the manufacture of the contractual item, 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. The contractor is not obliged to check whether the information and documents provided by the client for production and delivery infringe the property rights of third parties. The client undertakes to immediately indemnify the contractor against any claims for damages by third parties and to compensate the contractor for any damages arising from the infringement of property rights.
15. Terms of payment
- Unless otherwise agreed, invoice amounts are generally due for payment immediately upon receipt of the invoice. Deductions of any kind are excluded; advance payments do not bear interest.
- Unless otherwise agreed, the contractor is entitled to issue interim invoices or demand partial payments. As a rule, 40% of the contract sum is due two weeks before the start of the exhibition and 60% at the end of the exhibition.
16. Offsetting and assignment
- The client is not entitled to offset disputed and non-legally recognized counterclaims. The same applies to the assertion of rights of retention.
- The contractor's rights arising from this contractual relationship may only be transferred with the prior consent of the client.
17. Termination
- The client's right to terminate the contract in the ordinary manner is excluded; in particular, Section 649 of the German Civil Code (BGB) does not apply.
- The right to terminate for good cause remains unaffected. However, this is subject to the condition that a written request to remedy the good cause has been made in advance within a reasonable period of time and that the deadline has passed without result. Good cause shall be deemed to exist in particular if the client fails to meet its payment obligations or violates the obligations to refrain from certain actions under these terms and conditions.
- In the event of termination for good cause by the contractor or withdrawal for reasons for which the client is responsible, the contractor shall be entitled to claim lump-sum damages amounting to 40% of the order value. The client shall remain free to prove that no damage or less damage than the amount stated has been incurred. The assertion of further damages shall not be excluded.
18. Data protection
Please note that within the scope of business relationships or in connection with these, personal data, regardless of whether it originates from the contractor itself or from third parties, is processed in accordance with the Federal Data Protection Act.
19. Place of performance and jurisdiction
The place of performance and jurisdiction for all disputes arising between the parties from the contractual relationship is the registered office of the contractor, provided that the client is a registered trader, a legal entity under public law, or a special fund under public law. The contractual relationship is governed by German law.
20. Final provisions
Should individual provisions be wholly or partially invalid, this shall not affect the validity of the remaining provisions.