AGB

expo steel GmbH Angaben gemäß § 5 TMG:

email: info@exposteel.de

Schulstr. 8

64283 Darmstadt / Germany

GENERAL TERMS AND CONDITIONS of expo steel GmbH

I. Basis of contract

(1) 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.

(2) Any deviations from these terms and conditions must be agreed in writing.

II. Contractual content

(1) 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 shall only become part of the contract if they are accepted in writing by the contractor.

(2) Acceptance of the contractor's services shall be deemed to constitute acceptance of these General Terms and Conditions.

 

III. Offer, offer and design documents

(1) Unless otherwise stated in the offer, it is subject to change.

(2) 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 recognised intentionally or through gross negligence.

(3) 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, even if they have been handed over to the client. In this respect, they are trade secrets within the meaning of Section 2, sentence 1 of the German Trade Secrets Act (GeschGehG).

IV. Conclusion of contract

(1) The contract shall be concluded upon written confirmation of the order by the contractor. However, orders placed shall also be deemed accepted if they are not rejected within one month of receipt. 

V. Prices

(1) The offer prices are only valid for undivided orders of the offered item.

 

(2) All prices are strictly net ex works or ex warehouse and do not include packaging, freight, postage, insurance, etc.

(3) The prices quoted are valid for 4 months from the conclusion of the contract. After these 4 months have expired, the contractor is entitled to pass on any 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% above the price at the time of conclusion of the contract. In this case, the contractor is entitled to remuneration for the services rendered up to that point, whereby the services rendered also include claims of third parties whom the contractor has commissioned in reliance on the performance 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 the contractor is not responsible, the contractor 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), motor vehicle equipment, material prices and other prices of the contractor valid on the day of execution shall then be decisive. 

(5) Services not included in the offer that are performed at the request of the client, or additional expenses caused by incorrect information provided by the client, the exhibition organiser, transport delays through no fault of the contractor, inadequate hall and floor conditions, or untimely or unprofessional preliminary work by third parties, insofar as these are not vicarious agents of the contractor, shall be invoiced to the client additionally. Section V.4. of these terms and conditions shall serve as the basis for calculation.

(6) Services and errands carried out for the client at their request within the scope of planning and implementing their exhibition participation shall be remunerated separately. The contractor shall be entitled to charge an advance commission for amounts advanced in this respect. The contractor is also entitled to assign 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 is only approximate.

 

(2) If the client requests changes or modifications to the execution after conclusion of the contract, even fixed execution/delivery dates shall no longer be binding. The same shall apply to hindrances for which the contractor is not responsible, in particular the late provision of documents and materials by the client.

 

(3) If disruptions to business operations occur for which the contractor or its suppliers or subcontractors are not responsible, in particular cases of force majeure, strikes and lockouts, which are based on an unforeseeable event for which they are 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 fulfil 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 whom the contractor has 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) 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.

(2) Parts belonging to the client that are to be used in manufacture 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 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 the contractor's 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 client is responsible, the risk shall pass to the client on the day the goods are ready for dispatch. The contractor's services shall be deemed to have been fulfilled upon delivery of the notification of readiness for dispatch to the client.

(5) If exhibits belonging to the client are to be transported (along with other goods), the above provisions shall apply accordingly. 

VIII. Acceptance/handover

(1) Acceptance or handover shall normally take place formally and immediately after completion. The client undertakes to attend the acceptance date in person or to be represented by an authorised representative. In this respect, it is expressly acknowledged 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 reported defects shall be remedied or eliminated as quickly as possible. Provided they do not significantly impair the function of the subject matter of the contract, they do not entitle the client to refuse acceptance.

 

(3) If the client has used the service or part of the service without prior formal acceptance, acceptance shall be deemed to have taken place upon use. 

(4) If the contractor's deliveries and services have been provided to the client on a rental basis, a formal handover of the rental object shall take place immediately after the end of the trade fair at the contractor's request. The client is obliged to attend the handover date or to be represented by an appropriately authorised representative. 

IX. Warranty

(1) The warranty shall be governed by the provisions on contracts for work and services in the Civil Code and, in the case of rental, by 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 as a warranty. The manner of proper rectification shall be at the discretion of the contractor. The contractor shall be entitled to make a replacement delivery at any time. The client may assert further claims, in particular claims for reduction or withdrawal from the contract, if two attempts at rectification for the same defect have failed. 

(3) The warranty does not cover defects that arise at the client's premises due to natural wear and tear, moisture, excessive heat or improper handling or storage. Similarly, the warranty does not cover reasonable deviations in the form, dimensions, colour and quality of the material.

 

(4) The client is obliged to notify the contractor of any defects without delay and to give him the opportunity to make the relevant findings.

(5) If the notification 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.

(6) Warranty claims shall also lapse if the client makes changes himself or makes it difficult or impossible for the contractor to determine and rectify the defects, which is regularly the case with 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 the procurement of deliveries and services from third-party companies on behalf of the client are excluded, unless the contractor has violated its duty of care in the selection of third-party companies.

(2) 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 to the extent of the insurance benefits, unless he is accused of intent or gross negligence.

 

(3) If only planning and designs are the subject of the contract, the contractor is only responsible for ensuring that he himself is in a position to implement the plans or designs accordingly. 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 did not occur 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 conduct and unless the exclusion of claims for compensation prevents or jeopardises the fulfilment of the contract. The limitation of liability shall apply to the same extent to the contractor's vicarious agents and assistants. Claims for damages arising from injury to life, limb and health as well as claims under the Product Liability Act shall remain unaffected by this.

 

(6) The client shall be liable to the contractor for all items loaned or rented to him, including the exhibition stand, in the total amount of the restoration costs (in the case of repairable damage) or in the amount of the replacement value (in the case of destruction and loss). 

XI. Insurance

(1) For transports arranged or carried out by the client, the goods in transit shall only be insured at the replacement value at the express instruction and expense of the client. 

(2) Transport damage must be reported to the contractor immediately. In the case of forwarding shipments, 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. 

(3) 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. 

XII. Credit basis

(1) The contractor's performance obligations are subject to 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 insolvency proceedings have been opened or applied for in respect of their assets, the contractor shall not be obliged to perform. 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.

XIII. Retention of title

(1) All delivery items shall remain the property of the contractor until all obligations arising from the contractual relationship between the parties have been fulfilled in full.

(2) 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.

XIV. Protection and usage rights

(1) Plans, drafts, drawings, production and assembly documents, concept descriptions and descriptions of exhibition and event concepts, etc. remain the property of the contractor with all rights, even if they have been handed over to the client. They have been entrusted to the Client as trade secrets within the meaning of Section 2, sentence 1 of the German Trade Secrets Act (Gesch-GehG). Any transfer of rights of use beyond those necessary for the fulfilment of the contract, and regardless of whether special protection rights (e.g. copyrights) exist or not, requires the express written agreement of the Contractor. The client undertakes to refrain from any other use in any form, in particular reproduction and distribution, disclosure to third parties or direct or indirect reproduction, unless this is necessary for the fulfilment of the contract.

(2) It shall be presumed that the client has violated the obligations under clause 1 if it holds exhibitions or events that essentially correspond to the contractor's plans and concepts. The client shall then be free to provide evidence to the contrary. 

(3) In the event of a breach of the obligations listed in clause 1, the contractor shall be entitled to at least additional remuneration for the planning, design and conceptual services, the amount of which shall be calculated in accordance with the provisions of the HOAI (German Fee Structure for Architects and Engineers). Further claims for damages remain unaffected.

(4) Furthermore, in the event of a breach of the obligation set out in clause 1 above, the contractor shall be entitled to compensation amounting to 50% of the agreed rental price in the event of the transfer of the results of the services on a rental basis, in particular in the event of reproduction. The client shall remain free to prove that no damage has been incurred or that the damage incurred is less than 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. 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 pay for any damages arising from the infringement of property rights. 

XV. Terms of payment and payment schedule

(1) 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. 

(2) Unless otherwise agreed, the contractor is entitled to issue interim invoices or demand partial payments. Unless otherwise agreed in individual contracts, the parties agree on the following payment schedule based on project progress, with payments due as follows:

- 40% of the agreed total remuneration as a payment on account for conception, planning, work, services in advance and payments on account to service providers or hotels immediately after signing the contract and in accordance with the invoice.

-20% of the agreed total remuneration no later than eight calendar weeks (receipt of payment) before the event.

-15% of the agreed total remuneration no later than six calendar weeks (receipt of payment) before the event.

- The remaining amount 10 working days after the final invoice has been issued for the services that were handled by the contractor.

(3) If the client fails to meet their payment obligations or does not do so in the proper manner, they are not entitled to use the contractor's services. In the event of the services or the exhibition stand being handed over on loan, the client undertakes to immediately return possession of the services and materials handed over or the exhibition stand in its entirety to the contractor upon request. 

XVI. Offsetting and assignment

(1) The client is not entitled to offset against disputed and not legally recognised counterclaims. The same applies to the assertion of rights of retention.

(2) The client's rights arising from this contractual relationship are only transferable with the prior consent of the contractor.

XVII. Termination / Cancellation

(1) The client is entitled to terminate the contract at any time. 

(2) If the client terminates or cancels the contract without the contractor having given good cause, the contractor shall in this case be entitled to remuneration for the services rendered up to that point, whereby the services rendered shall also include claims of third parties whom the contractor has commissioned in reliance on the performance of the contract. Instead of calculating the specific compensation for the termination, the contractor may assert the following flat-rate claim for pro rata remuneration, taking into account the expenses usually saved. The flat-rate costs for early termination are:

- up to fourteen calendar weeks before the start of the event: 0% of the agreed remuneration

- up to twelve calendar weeks before the start of the event: 25% of the agreed remuneration

- up to ten calendar weeks before the start of the event: 50% of the agreed remuneration

- up to eight calendar weeks before the start of the event: 60% of the agreed remuneration

- up to six calendar weeks before the start of the event: 75% of the agreed remuneration

- from four calendar weeks before the start of the event: 90% of the agreed remuneration

- thereafter: 100% of the agreed remuneration.

The basis for calculation is the remuneration agreed with the client plus VAT, less any expenses saved (travel costs, accommodation, meals, etc.). The client is free to prove that no costs or lower costs than those stated by the contractor in the flat rate were incurred in connection with the cancellation. In addition, in the event of cancellation by the client, the contractor is entitled to all external costs, cancellation fees, etc. incurred in connection with the contract up to the time of cancellation. 

(3) The right to terminate for good cause remains unaffected. However, this is subject to the condition that a corresponding written request to remedy the good cause has been made in advance within a reasonable period of time and that the period has expired 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 in accordance with these terms and conditions.

 

(4) In the event of termination for good cause by the contractor or withdrawal for reasons for which the client is responsible, the above provision in paragraph 2 shall apply accordingly. The client shall remain free to prove that no damage has been incurred or that the damage incurred is less than the amount stated. The assertion of further damage is not excluded. 

XVIII. Data protection

(1) It should be noted that within the framework of the business relationship or in connection with it, personal data, regardless of whether it originates from the contractor itself or from third parties, will be processed in accordance with the Federal Data Protection Act and the European General Data Protection Regulation. 

XIX. Place of performance and jurisdiction

(1) 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 merchant, a legal entity under public law or a special fund under public law. The contractual relationship is governed by German law.

XX. Final provisions

(1) Should individual provisions be wholly or partially invalid, this shall not affect the validity of the remaining provisions. 

expo steel GmbH, as of January 2025