Article 1 – Scope of these Terms & Conditions
All sales, delivery, rental transactions, and offers of agentur bauwerk e.K. are exclusively based on the following Terms & Conditions of sale and rental. These Terms & Conditions shall also apply to any future business relations, even if not expressly agreed upon repeatedly in each case. These Terms & Conditions shall be deemed accepted at the latest upon effective conclusion of the respective contract. Counter-confirmations of the customer with reference to their own terms and conditions of business or purchase are hereby rejected.
Article 2 – Offer and conclusion of contract
(1) Offers of agentur bauwerk e.K. are subject to confirmation and non-binding. Declarations of acceptance and all orders require agentur bauwerk e.K.’s confirmation in writing, by fax or electronic means to be legally valid.
(2) Drawings, illustrations, dimensions, weights, or other data concerning our performance are only binding if expressly agreed in writing. As a rule, agentur bauwerk e.K. prepare their offers based on measurements provided by the customer; agentur bauwerk e.K. do not accept any liability for the correctness of these data.
(3) Employees of agentur bauwerk e.K. – if not expressly identified as duly authorized to the contractual partner – are not authorized to make verbal collateral agreements or give verbal assurances that go beyond the content of the written contract.
Article 3 – Prices
(1) agentur bauwerk e.K. shall be bound by the prices contained in its offers for 30 days from the date of the offer. Otherwise, the prices quoted by agentur bauwerk e.K in the order confirmation plus the respective statutory value added tax shall be authoritative. Unless otherwise agreed, all prices are valid for the duration of the respective trade fair.
(2) Prices do not include the connection costs on the trade fair site and fees of all kinds charged by trade fair companies, forwarding agents, dispatch service providers, customs authorities, etc.
(3) agentur bauwerk e.K. is entitled to pass on to the customer any increases in wage and freight costs which were not known at the time the contract was concluded.
(4) agentur bauwerk e.K. is entitled to charge the customer for special work or change requests of the customer which are not included in the original order.
(5) agentur bauwerk e.K. is entitled to pass on to the customer price increases due to postponements of deadlines for which the customer is responsible.
Article 4 – Time of delivery and performance / default of acceptance
(1) Binding delivery dates or deadlines require written agreement. Stands will only be handed over after express agreement.
(2) agentur bauwerk e.K. will not accept any liability for delays in delivery and performance due to force majeure, which not only temporarily make delivery considerably more difficult or impossible – this includes, in particular, strikes, natural disasters, lockouts, official orders, pandemics etc., even if they occur at agentur bauwerk e.K.’s suppliers or their sub-suppliers – even if binding deadlines and dates have been agreed. Such circumstances shall give agentur bauwerk e.K the right to postpone any delivery or performance for the duration of the impediment plus a reasonable recovery period or to withdraw from the contract fully or partly with respect to the part still not fulfilled.
(3) agentur bauwerk e.K. are entitled to partial deliveries and partial performances at any time unless the partial delivery or partial performance is demonstrably not of interest to the customer.
(4) Compliance with the delivery and service obligations of agentur bauwerk e.K. presupposes the timely and proper fulfilment of the customer’s obligations. Any additional costs incurred by agentur bauwerk e.K. as a result of non-fulfilment of the customer’s obligations shall be borne by the customer.
(5) If the customer is in default of acceptance, agency bauwerk e.K. is entitled to demand compensation for damages incurred by them; the risk of potential deterioration and potential loss passes to the customer with the occurrence of the default of acceptance.
Article 5 – Transfer of risk / freight and packaging / customer’s goods
(1) Products and rental objects of agency bauwerk e.K. are always dispatched at the customer’s expense and risk, unless otherwise agreed. Any packaging requested and deemed necessary by agentur bauwerk e.K. will be invoiced separately. The same applies to goods provided by the customer for shipment by us.
(2) The customer’s exhibition material, exhibits of all kinds, decorative material, accessories (graphics etc.) etc. stored at agentur bauwerk e.K. are generally not insured by agentur bauwerk e.K.. If goods are stored free of charge, the customer bears the risk of damage to or destruction of the stored goods, unless agentur bauwerk e.K. is at least grossly negligent in causing the damage or destruction.
(3) Goods of the customer which are to be used in production or assembly must be delivered “free works” or assembly site on the agreed date. Unless otherwise agreed, the return of such goods shall be “carriage forward ex works” or “carriage forward ex place of use” at the customer’s risk.
(4) All risk is transferred to the customer when the goods leave the premises of agentur bauwerk e.K. or are made available to the customer. This shall also apply in cases where “carriage paid” delivery has been agreed.
(5) If goods ready for dispatch cannot be delivered for reasons that are the responsibility of the customer, the risk shall pass to the customer on the day of readiness for dispatch. The services of agentur bauwerk e.K. are deemed to have been fulfilled after delivery of the notification of readiness for dispatch to the customer.
Article 6 – Rent
(1) Rented items are only made available for the agreed purpose and agreed time (duration of the event).
(2) Rented items are the property of agentur bauwerk e.K. The customer is obliged to treat the rented item with care. The lessee is not entitled to make changes to the items handed over to them on a rental basis without the prior consent of agency bauwerk e.K.
(3) The lessee is liable for damage to and loss of the rented item. The liability begins with the handover upon completion and ends with the return of the rented item in accordance with the contract. The customer must satisfy themselves of the proper condition and completeness of the rented item upon acceptance. Complaints can only be lodged within 24 hours after handover, otherwise the condition of the handed over rented items is considered in line with the contract.
(4) The rented item is not insured. agentur bauwerk e.K. recommends insuring the rented item for the rental period.
(5) If refrigeration units are provided on a rental basis, the customer is obliged to remove the refrigerated goods at the end of the rental period. All goods still contained in refrigeration units are stored at the customer’s risk. Liability for loss of or damage to the refrigerated goods by agentur bauwerk e.K. is excluded. agentur bauwerk e.K. shall not be liable for the refrigerated goods in the event of operational failure of refrigeration units. The customer is obliged to ensure sufficient air supply when refrigeration units and refrigerators were provided.
(6) The customer is not entitled to sublet or otherwise transfer use to third parties without the prior written consent of agency bauwerk e.K. If such consent has been given, the customer is obliged to assign to agentur bauwerk e.K. any claims against the subtenant or other third party without the primary duties of the customer under the contract having lapsed.
(7) If the customer terminates the rental agreement or withdraws from the rental agreement for reasons for which agentur bauwerk e.K. is not responsible, agentur bauwerk e.K. is entitled to charge the customer 30% of the order value of the rental agreement as flat-rate cancellation fee. If the cancellation is made less than 4 weeks before the start of the rental period, the cancellation fee increases to 50% of the rental price, to 75% for less than 2 weeks and to 100% for less than 1 week. Saved expenses or income from other use will not be credited. If the customer terminates the contract for reasons of force majeure (e.g. natural disaster, pandemic, etc.), the payment claim of agency bauwerk e.K. shall be limited to compensation for the rental services which agency bauwerk e.K. has provided in reliance on the continued existence of the customer’s contract until receipt of the termination.
Article 7 – Acceptance / Handover
(1) Acceptance or handover regularly and formally occurs immediately after completion. The customer undertakes to take part in the acceptance process on the agreed date and time either personally or represented by a duly authorized representative.
(2) Any partial services still outstanding or defects notified will be made good or remedied by agentur bauwerk e.K. as quickly as possible. Unless they significantly impair the function of the subject matter of the contract, they do not entitle the customer to refuse acceptance.
(3) If the customer started using the service or part of the service without prior formal acceptance, acceptance shall be deemed to have taken place with the act of use.
(4) If deliveries and services of agentur bauwerk e.K. have been handed over to the customer on a rental basis, a formal handover of the rented object must take place at the request of agentur bauwerk e.K. immediately after the end of the trade fair. The customer is obliged to take part in the handover process on the agreed date and time either personally or represented by a duly authorized representative.
Article 8 – Warranty / notice of defects
(1) Under the warranty, the customer may initially only demand rectification of defects. The type and the manner of proper rectification shall be at the discretion of agentur bauwerk e.K. agentur bauwerk e.K. is entitled to make replacement deliveries at any time. The customer can assert further claims, in particular claims for reduction in price or withdrawal from the contract, if two attempts to rectify the same defect have failed.
(3) The warranty does not cover defects which arise at the customer’s by natural wear and tear, moisture, excessive heat, improper handling or improper storage. In the same way, the warranty does not cover reasonable deviations in shape, dimensions, color, and quality of the material.
(4) The customer is obliged to inform agentur bauwerk e.K. immediately of any defects and to give them the opportunity to make the relevant findings. The customer must satisfy themselves of the proper condition and completeness. Complaints / notices of defects can only be made within 48 hours after delivery, otherwise the condition of the delivered items is considered to be in line with the contract. If the notice of defects is given late or if reservations due to known defects were not made during acceptance, warranty claims shall lapse completely.
(5) Warranty claims shall also lapse if customers make changes themselves or make it more difficult or impossible for agentur bauwerk e.K. to determine and rectify the defects.
Article 9 – Liability
(1) Claims for defects and damages arising from the procurement of goods and services from third parties on behalf of the customer are excluded, unless agentur bauwerk e.K. have violated their duty of care when selecting the third parties in question.
(2) agentur bauwerk e.K. shall not be liable for the exhibitor’s stored goods unless they are stored against payment. In this case, agentur bauwerk e.K. are only liable up to the amount of the corresponding insurance benefits.
(3) If only planning services and drafts are the subject matter of the contract, agentur bauwerk e.K. are only responsible for the fact that agentur bauwerk e.K. are able to realize the plans or drafts accordingly themselves. Further claims are excluded.
(4) agentur bauwerk e.K. do not accept any liability for advice, information and other services provided free of charge.
(5) Claims for compensation for damages of any kind, including such damages which have not occurred to a delivered item itself, for example due to delay, breach of duty or tort, are excluded, unless the damage was caused by willful or grossly negligent action and unless the fulfilment of the contract is prevented or jeopardized by the exclusion of such claims for compensation. The limitation of liability applies to the same extent for the vicarious agents of agentur bauwerk e.K. Claims for damages arising from damage to life, body, and health as well as claims under the German Product Liability Act [Produkthaftungsgesetz, ProdHaftG] remain unaffected.
Article 10 – Creditworthiness
The creditworthiness of the customer is a prerequisite for the performance obligations of agentur bauwerk e.K. If the customer has provided incorrect or incomplete information about their person or about facts determining his creditworthiness, or has suspended payments, or if insolvency proceedings have been applied for against his assets, agency bauwerk e.K. is not obliged to provide services. In this case, agentur bauwerk e.K. may demand advance payment or other suitable security for their remuneration claims. If the customer does not comply with this request, agentur bauwerk e.K. may, after giving prior notice and setting a deadline, withdraw from the contract and claim damages.
Article 11 – Industrial property rights, drafts, drawings
Plans, drafts, drawings, manufacturing and assembly documents, concept descriptions etc. remain the property of agentur bauwerk e.K. with all rights attached thereto, even if they have been handed over to the customer. The transfer of property rights and rights of use requires an express written agreement, as does the reconstruction or rebuilding.
(2) Unless otherwise agreed in writing, changes to plans, drafts, concepts etc. may only be made by agentur bauwerk e.K.. This shall also apply if such documents have become the property of the customer.
(3) If the customer hands over materials or documents for the production of the subject matter of the contract, the customer guarantees that the production and delivery of the work carried out according to their documents does not infringe the property rights of third parties. agentur bauwerk e.K. are not obliged to verify whether the information and documents provided by the customer for production and delivery violate the property rights of third parties. The customer undertakes to immediately indemnify agentur bauwerk e.K. from all possible claims for damages of third parties and to pay for damages arising from the infringement of property rights.
Article 12 – Terms of payment / retention of title / right of retention
(1) Invoice amounts are due for payment immediately upon receipt of the invoice. agentur bauwerk e.K. is entitled to issue interim invoices or to demand partial payments. Payments are due as follows: 50% of the contract amount at order confirmation; 25% of the contract amount at the latest 4 weeks before delivery; and 25% after delivery.
(2) All deliveries and services remain the property of agentur bauwerk e.K. until the customer has fulfilled all payment obligations arising from the current business relationship regardless of the legal transaction on which they are based.
(3) Notices of defects shall not entitle the customer to offset or withhold amounts due for payment. Offsets are only permitted with counterclaims that have been legally established.
§ 13 Termination
(1) The right to ordinary termination of the contract is governed by the provisions of the German Civil Code [Bürgerliches Gesetzbuch, BGB].
(2) The right of the Parties to terminate the contract for cause shall remain unaffected. However, this is subject to the condition that a corresponding written request for the removal of the good cause within a reasonable period of time has been made beforehand and that the period has expired without result. Good cause for termination by agentur bauwerk e.K. shall be deemed given, in particular, if the customer does not meet their payment obligations or violates obligations to refrain from certain actions under these Terms & Conditions.
Article 14 – Image rights / data protection
(1) agentur bauwerk e.K. are entitled to publish photographic material of the delivered service or to use it for advertising purposes free of charge and without the customer’s consent.
(2) The customer is aware that agentur bauwerk e.K. stores and processes the personal data of their customers in accordance with Articles 28 and 29 of the Federal Data Protection Act [Bundesdatenschutzgesetz, BDSG] within the scope of the purpose of the contractual relationship.
Article 15 – Final Provisions
(1) These Terms & Conditions and the entire legal relationship between agentur bauwerk e.K. and the customer shall be governed by the laws of the Federal Republic of Germany.
(2) The place of performance for the rights and obligations of both contractual parties arising from legal transactions of any kind is the registered office of agency bauwerk e.k.
(3) If individual provisions of these General Terms & Conditions are or become invalid, they shall be replaced by the corresponding statutory regulations applicable at that time. The validity of the remaining provisions shall not be affected by this.
(4) The place of jurisdiction shall be Langenfeld.
Last amended: 12 August 2020
Agentur Bauwerk e.K.
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