General Terms and Conditions of Business and Delivery
LÜCO Internationaler Messebau Süd-West GmbH as the contractor
I. Validity and Conditions
The following Terms and Conditions of Business and Delivery shall apply exclusively to all contracts, deliveries and other services of LÜCO Internationaler Messebau Süd-West GmbH – hereinafter referred to as the contractor – as far as these are not amended or excluded by the contractor in writing. The General Terms and Conditions of Business of the client – hereinafter referred to as the client – would not be binding even if the contractor did not expressly object to them. The contractor’s signatures on paper and documents of the client, which contain the General Terms and Conditions on the back shall also not make them legally binding for the contractor.
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 and agreements that have not been definitively concluded, the amended terms and conditions shall be valid with their announcement. In the case of already concluded contracts, the new Terms and Conditions shall be valid four weeks after the client has been notified in writing, should the contractual relationship entail a contract for the performance of a continuing obligation or a multiple delivery contract. In this case, the client may file an objection one week prior to the set time elapsing. The contractor shall then have the right either to execute the contract in accordance with the old terms and conditions or to withdraw from the contract.
3. The contractor’s terms and conditions submitted here shall also be valid for future business between the contracting parties, even if this is not expressly agreed upon.
II. Offer and Acceptance
The contractor’s offers shall be subject to confirmation and non-binding; the same applies to brochures and advertisements. The client’s order shall be binding; the order is realised, when the contractor confirms it in writing or by telex. The same shall apply to supplements, amendments or subsidiary agreements. Drawings, illustrations, dimensions and other parameters shall likewise only be binding if this has been expressly agreed upon in writing. Characteristics that are promised must likewise be in writing. The contractors’s employees or subcontractors are not authorised to make verbal subsidiary agreements or influence the contents of the contract.
1. The Prices shall be valid for four months from the date the contract is concluded on. In the event of a longer delivery period, the contractor shall be entitled to pass any cost increases that have occurred in the meantime (production, delivery, assembly) as well as cost increases due to legislation (value added tax, social security contributions and so on) on to the client through price increases in the same proportion. If the increase amounts to more than 10% of the net order value, the client shall be entitled to withdraw from the contract. He must give notice of this withdrawal in writing within 10 days after written notification of the price increase. The prices and tariffs shall be valid plus the applicable statutory value added tax and shall be understood „ex works“ excluding packaging, in the case of rental of booths, equipment and accessories for the duration of the agreed rental period.
2. Any additional deliveries agreed subsequently or necessary changes, in particular those arising from a previously unknown construction situation, shall be invoiced additionally. This shall also apply to flat-rate orders. If corresponding work is performed on Saturdays, Sundays, public holidays or at night, the contractor shall be entitled to a surcharge of 50% with regard to the prices stated in the offer.
3. Should shipment between the parties be arranged, then the risk of shipment shall pass to the client as of the delivery to the person authorised by the forwarding agent. The contractor shall not assume any liability for damage to or loss of the exhibitor’s own products.
4. In the case of assembly work, all additional costs for the trade fair as well as fees of all kinds charged by the trade fair companies, local forwarding agents, customs authorities, etc. are not included in the contractors prices.
1. If payment is not made in full or in due time, the contractor shall be entitled to a right of retention of the goods until payment has been made in full; the contractor shall in particular be entitled to refuse to hand over the work. Withholding payments or offsetting due to alleged counterclaims are excluded. Undisputed or legally established claims are not affected by this. Should the client be in arrears with payment, the contractor shall be able to charge interest, without evidence, to the statutory amount as of the time for payment – see above. Further claims for compensation or damages caused by delay of the contractor shall remain reserved.
2. Down payments shall not bear interest; the contractor shall be entitled to refuse acceptance of bills and cheques. Any costs incurred by this method of payment shall be borne by the client. In the absence of redemption, the contractor shall not be obliged to protest bills, cheques or other papers. Payments in this form shall only be deemed made when an unconditional credit note has been issued in favour of the contractor. If cheques, bills or other banker’s orders are not credited in due time or if the client discontinues payments elsewhere, the contractor shall be entitled, even if further banker’s orders are present, to demand payment of the entire remaining debt.
3. Invoice due date: 50 % of the order amount 4 weeks before the start of the trade fair, 50 % of the order amount 10 days after handover of the booth or invoicing.
V. Delivery Times/Booth Completion
1. Delivery dates or dates of booth completion and handover must be in writing.
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 disturbances as well as unforeseeable difficulties in production.
The client assures that he has sufficient funds to pay at the time of the order. Subsequent economic or financial problems are to be reported immediately. If it becomes apparent that the client is not in a position to fully pay the remuneration, the contractor can withdraw from the contract.
Exhibitor’s own material stored at the contractor’s premises is generally not insured by the contractor and is stored at its premises at the risk of the client. Customer material provided, exhibits of all kinds, decorative material etc. are processed, transported and stored by the contractor only at the risk of the client. The contractor shall not be liable for refrigerated goods in the event of operational failure of refrigeration equipment.
Items provided to the client for use shall be returned in proper condition, in particular cleaned. Wall elements which have been damaged by the hanging of pictures or exhibits or which can no longer be used by the contractor due to the sticking of foils which cannot be removed without leaving a residue shall be invoiced to the client at the replacement price.
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.
1. The client undertakes to permit a formal acceptance of the work and, in particular, assigns a representative authorized to do so at the time of submission.
2. Complaints about obvious defects must be made in writing immediately upon acceptance. The use of the functional booth shall be deemed acceptance. Notifications of defects shall be made exclusively to the contractor in writing. The contractor is entitled to rectification of defects and replacement delivery. All costs for defects for which the contractor is responsible shall be borne by the contractor. The contractor shall be granted a right to rectify defects twice, in special cases a right to rectify defects three times. If rectification is not successful even then, the client shall be entitled to the full statutory warranty claims. The warranty period for all services provided by the contractor shall be one year – calculated from the day of delivery.
X. Limitation of Liability
Claims for damages arising from positive breach of contract, from culpa in contrahendo or unlawful acts are excluded both against the contractor and against his vicarious agents, insofar as the damage was neither caused intentionally nor through gross negligence.
1. If the contractor works according to plans of the client and third parties assert rights to these plans or designs, the client shall indemnify the contractor internally against all claims – even in the event of a legal dispute. The contractor is not obliged to check in advance whether the documents provided by the client affect the industrial property rights of third parties.
2. Drafts, drawings and models produced by the contractor shall remain the property of the contractor with all rights. The client may further exploit this intellectual property of the contractor only with the contractor’s consent and against payment of a corresponding licence fee. If the designs of the client are handed over to third parties and used by them, the client shall be obliged to pay the licence fee as in the case of proper purchase. If the client has purchased the work resulting from the drafts, the copyrights shall automatically pass to the client.
XII. Applicable Law – Jurisdiction
1. The business relations of the parties shall be governed exclusively by German law.
2. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the business relationship shall be Düsseldorf.
XIII. Severability Clause
Should a provision of the above terms and conditions or a provision of an individual contract concluded between the parties be invalid, this shall not affect the validity of the remaining provisions of these terms and conditions or of the individual contract. Rather, the parties are obliged to replace the invalid provision with a provision that comes as close as possible to the desired economic effect of the invalid provision.
LÜCO Internationaler Messebau Süd-West GmbH as client
The order shall only be placed by LÜCO Internationaler Messebau Süd-West GmbH under the express condition that the contractor agrees with the validity of the General Terms and Conditions of Business and Delivery of LÜCO Internationaler Messebau Süd-West GmbH as well as with the fact that any agreed payments on account / advance payments shall only become due if a bank guarantee in the corresponding amount has been issued in favour of LÜCO Internationaler Messebau Süd-West GmbH beforehand by the contractor. Furthermore, LÜCO Internationaler Messebau Süd-West GmbH reserves the right to withdraw from the contract in the event that the contractor makes false statements about his creditworthiness or if the lack of creditworthiness of the contractor should become apparent. In this case the contractor is not entitled to any compensation claims against LÜCO Internationaler Messebau Süd-West GmbH.