Legal
General terms and conditions of Atelier Bubori GmbH for services under the EXFAIR brand – for the rental and sale of exhibition stands, showrooms and stand constructions. This English translation is provided for convenience only; only the German version is legally binding.
(1) These general terms and conditions apply to all contracts between Atelier Bubori GmbH, trading under the EXFAIR brand (hereinafter “Contractor”), and its contractual partners (hereinafter “Client”) concerning the rental and sale of exhibition stands, showrooms and stand constructions, including agreed additional services.
(2) All deliveries, services, offers, order confirmations and contracts are made exclusively on the basis of these terms and conditions. They also apply to all future business relationships, even if they are not expressly agreed again. These terms and conditions are deemed accepted at the latest upon acceptance of the service.
(3) We hereby object to any deviating terms and conditions of the Client. They are not recognised even if we do not expressly object to them again after receipt.
(4) Our sales representatives are only authorised to make commitments in writing. Verbal agreements, in particular regarding the time of performance and the quality of the service, therefore require written confirmation to be valid.
(1) All offers are subject to change and non-binding. Contracts are only concluded upon our order confirmation or the signing of a contract.
(2) We reserve a period of 30 days from receipt for accepting an offer from the Client.
(3) Drawings, illustrations, dimensions, weights or other performance data are only binding if this is expressly agreed in writing.
(1) We reserve all rights to all documents provided to the Client in connection with the order, such as calculations, drawings, designs, plans, production and assembly documents; they remain our property. The transfer of ownership and usage rights as well as the right to reuse, copy or reproduce them require our written approval. Changes may only be made by persons commissioned by us.
(2) We are entitled to sign documents of the aforementioned type and to use them for advertising purposes.
(3) If orders are carried out according to designs or drawings specified by the Client, the Client guarantees that this does not infringe any third-party property rights. The Client undertakes to compensate for any damage and to indemnify us against claims for damages resulting from any infringement of third-party property rights.
(1) Unless otherwise stated, we are bound by the prices contained in our offers for 30 days from their date. Otherwise, the prices stated in our order confirmation plus the applicable statutory VAT apply. Additional deliveries and services are charged separately. Prices are net ex works or ex dispatch warehouse and do not include packaging, freight, postage, insurance and the like. They also do not include the rent for the stand space including all ancillary costs.
(2) Payments must be made exclusively to the account stated on the invoice. A cash discount may only be deducted if specially agreed in writing.
(3) Unless otherwise agreed, the invoice amount is payable within 30 days of delivery. In the event of default, we charge default interest at the statutory rate of 9 percentage points above the respective base interest rate (Section 288 (2) of the German Civil Code). We reserve the right to claim further damages for default.
(4) Unless a fixed price has been agreed, we reserve the right to make reasonable price changes due to changed wage, material and distribution costs for deliveries made three months or later after conclusion of the contract.
(1) The stand space to be built on by us must be freely available to us in accordance with the set-up dates; required services such as the installation of water and power supplies must have been carried out.
(2) The hall floor must be level enough for the exhibition stand to be erected and assembled without additional levelling elements, taking into account the usual height adjustability of the stand supports. If there are unevennesses, steps or holes in the stand space, it is at our discretion to leave the floor as it is or to remedy the situation by levelling, filling or patching it ourselves or via the organiser. The costs will be invoiced separately by us or the organiser.
(3) We accept no responsibility if the floor covering cannot be laid properly due to poor floor conditions. The Client bears the risk of a suitable stand space being available.
(1) The start of the delivery time stated by us requires the Client to fulfil its obligations in due time and properly. The defence of non-performance of the contract remains reserved.
(2) Trade fairs: the date of performance and delivery is the time stated in the order confirmation, usually the day before the opening of the trade fair at 6 pm, unless the organiser has specified a different date. We reserve the right to carry out minor remaining work until the opening of the trade fair or exhibition, provided this does not significantly impair the Client's use of the exhibition stand.
(3) Dismantling begins when the trade fair closes. Furnishings and materials of the Client or exhibitor must be removed by them immediately after the end of the trade fair so that dismantling can take place without delay or obstruction. If furnishings, materials or exhibits of the Client or exhibitor have to be removed, dismantled or packed by us, we charge the resulting costs according to time and effort.
(4) Items provided to the Client for use must be returned in proper condition, in particular cleaned. Wall elements that have been damaged by hanging pictures or exhibits, or that can no longer be used by us because films that cannot be removed without residue have been applied, will be invoiced to the Client at replacement cost. If the exhibition stand is to be available for a longer period before or after the event, this must be noted in the order confirmation.
(5) If we are prevented from completing the order or exhibition stand on time by force majeure, e.g. strikes, official orders or transport delays for which we are not responsible, the Client must be notified immediately. In this case the Client is entitled to withdraw immediately; it must reimburse the expenses already incurred by us upon proof. Claims by the Client for damages due to failure to meet the time of performance are excluded unless the disruption is based on a grossly negligent or intentional breach of duty by the Contractor, its legal representatives or vicarious agents.
If the goods are shipped to the Client at its request, the risk of accidental loss or accidental deterioration of the goods passes to the Client upon dispatch, at the latest when they leave the factory or warehouse. This applies regardless of whether the goods are shipped from the place of performance or who bears the freight costs.
We are entitled to use third parties of our choice and at our discretion to fulfil our delivery and performance obligations.
(1) At trade fairs, items provided to the Client for temporary use only must be insured by the Client under an exhibition insurance policy from 6 pm on the day before the start of the trade fair until 7 am on the day after the end of the trade fair. During this period the Client assumes the duty of supervision and care for the items provided to it.
(2) The Client is liable up to the amount of the sum insured specified by us for damage caused by it or third parties during this period, regardless of whether this damage is covered by its insurance.
(3) If agreed in writing, we take out the exhibition insurance for the items provided and for the Client's property. For transports arranged or carried out by us, the goods are insured at the Client's expense at their replacement value.
The Client may only set off or assert a right of retention or refusal of performance with counterclaims that are undisputed or have been legally established.
(1) All transfers of ownership owed under the contract are made subject to the settlement of all our claims arising from the business relationship with the Client. The Client is entitled to resell the goods subject to retention of title in the ordinary course of business. It hereby assigns to us the claims arising from the resale in the amount of the final invoice amount agreed with us (including VAT). This assignment applies regardless of whether the goods are resold without or after processing. The Client remains entitled to collect the claim even after the assignment; our right to collect the claim ourselves remains unaffected. As long as the Client meets its payment obligations, is not in default of payment and, in particular, no application for the opening of insolvency proceedings has been filed and payments have not been suspended, we will not collect the claim.
(2) As long as ownership has not yet passed to the Client, the Client is obliged to handle the goods with care and to insure them adequately at replacement value against theft, fire and water damage at its own expense. The Client must carry out any necessary maintenance and inspection work in good time at its own expense. If the delivered goods are seized or otherwise subject to third-party intervention, the Client must notify us immediately in writing. If the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to Section 771 of the German Code of Civil Procedure, the Client is liable for the loss incurred by us.
(1) The Client's warranty rights require that it has duly complied with its obligations to inspect and give notice of defects under Section 377 of the German Commercial Code (HGB).
(2) Claims for defects become time-barred 12 months after delivery of the goods supplied by us to the Client. The statutory limitation period applies to claims for damages in the event of intent and gross negligence and in the event of injury to life, body and health based on an intentional or negligent breach of duty by the user. Where the law mandatorily prescribes longer periods pursuant to Section 438 (1) No. 2 of the German Civil Code (buildings and items for buildings), Section 445b (right of recourse) and Section 634a (1) (construction defects), these periods apply. Our consent must be obtained before any return of goods.
(3) The Client's claims for any defects in the work or an item are initially limited to subsequent performance. Subsequent performance takes place by remedying the defect.
(4) If subsequent performance fails, the Client is entitled to reduce the price or withdraw from the contract.
(5) The Client must inspect and accept the work immediately after completion, unless significant defects prevent this. Defects identified in the process must be notified in writing immediately and in sufficient time for subsequent performance to take place. Use of the functioning exhibition stand is deemed acceptance.
Should provisions of this contract be wholly or partly invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by the statutory provision. The same applies if the contract contains a gap.
(1) This contract and all legal relationships between the parties are governed by the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of performance is the registered office of Atelier Bubori GmbH in Villingen-Schwenningen.
(3) If the Client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contractual relationship is the registered office of Atelier Bubori GmbH in Villingen-Schwenningen.
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