General Terms and Conditions of Business
HE:LEE EXPO GmbH & Co. KG
Messe : Consulting : Project Management
Article 1: Area of Application
1. These General Terms and Conditions of Business apply to all services provided by He:Lee EXPO GmbH & Co. KG - Messe : Consulting : Project Management (hereinafter referred to as “He:Lee EXPO“). These include, but are not limited to, consulting services, organisation and administration, stand construction, surveillance of show stands, media services, exhibition staff, catering services, stand-cleaning services, and garbage disposal as well as the brokering of contracts with hotel operators and event organizers of all kinds.
2. Signing and returning the order form or placing an order in some other way signifies recognition of the binding effect of these Terms and Conditions of Business. Furthermore, these Terms and Conditions of Business apply to all present and future business relations between He:Lee EXPO and businesspersons as defined in § 14 German Civil Code (BGB), legal persons under public law and public-law special funds.
3. The Particular Terms and Conditions of Business of He:Lee EXPO specific to the relevant contract, if available, apply in addition to these General Terms and Conditions of Business.
4. Any general terms and conditions of business of the exhibitor/contractual partner that derogate from or add to these General Terms and Conditions of Business, even if known, become an integral part of the contract only if their application is expressly agreed.
Article 2: Contractual Relations, Service Partner’s General Terms and Conditions of Business
1. Unless otherwise agreed, the contractual partner of the exhibitor is exclusively He:Lee EXPO .
2. He:Lee EXPO is entitled to have service partners perform the services ordered as subcontractors. These service partners act in the name of and on behalf of He:Lee EXPO . The responsible service partner is shown in the documents contained in the service package or can be inquired of He:Lee EXPO .
3. If the services ordered are provided by service partners, the terms and conditions of business of the relevant service partner apply secondarily and in addition to these General Terms and Conditions of Business. These general terms and conditions of business can be requested from He:Lee EXPO (e-mail: email@example.com).
4. Here, in derogation of Para. 1, the subject matter of contract merely involves the brokering of services, the service contract comes into being between the exhibitor and the relevant service-provider on the basis of the general terms and conditions of business of the service-provider. The service contract itself does not establish any rights or obligations on the part of He:Lee EXPO vis-à-vis the exhibitor. Unless the type of contract requires otherwise, these General Terms and Conditions of Business govern the broker agreement between He:Lee EXPO and the exhibitor.
5. These General Terms and Conditions of Business do not affect the validity of the Conditions of Participation of He:Lee EXPO (General and Particular Sections).
Article 3: Type and Scope of Service
1. The services will be performed as agreed in the proposal or purchase order. He:Lee EXPO is not obliged to check the details provided by the exhibitor for completeness and accuracy. Changes or additions to orders are valid only if their type and scope are defined in writing and are confirmed by He:Lee EXPO .
2. A date will be agreed for provision of the service. If the service is to be provided before the event, it will be provided sufficiently early as to be available by the start of the event.
3. However, He:Lee EXPO is entitled to refuse to provide the service (or supply electricity, water, compressed air etc.) until the exhibitor has met its financial obligations vis-à-vis He:Lee EXPO , especially those arising from earlier events.
Article 4: Acceptance and Warranty
1. Before making use of the services, the exhibitor must satisfy itself that they are in proper condition, safe for the public and complete. The services provided are deemed to be in conformity with the order unless the exhibitor raises objections in writing giving the reasons without delay or, however, at the latest when the exhibitor uses the services. The time, place, type and scope of the defect must be described precisely.
2. Otherwise complaints of all kinds, which refer to the performance of the contractually agreed services, must be notified after discovery without delay in writing to He:Lee EXPO for the purpose of their elimination. He:Lee EXPO is obliged to eliminate the defect through subsequent improvement; if material goods are supplied, He:Lee EXPO may at its discretion undertake subsequent improvement in the form of a replacement delivery.
3. If special technical services are to be provided on the exhibitor’s stand at the show, the exhibitor’s personnel must be present at the stand at the agreed time. He:Lee EXPO or the Service Partner commissioned are not obliged to check the authority of the persons encountered at the show stand. If no personnel are present at the stand at the agreed time, the service is deemed to have been provided in conformity with the order on completion of the service or when the subject matter of the service has been brought to the stand. From this time onwards, the exhibitor is liable for any loss of, or deterioration in, the subject matter of the service.
4. Even in the absence of acceptance, the exhibitor remains obliged to pay for the services unless He:Lee EXPO is responsible for non-acceptance.
5. In the event that service partners provide the services, He:Lee EXPO will assign the warranty claims and claims for damages held against the service partner to the exhibitor. Except in the event of intent or gross negligence, no further claims for damages are available against He:Lee EXPO .
Article 5: Liability
1. The exhibitor’s liability for damage to, or the loss of, the property items provided to it begins at the time of acceptance or handover. Damage or losses must be notified to He:Lee EXPO without delay. It is recommended that exhibition insurance be arranged. The exhibitor is obliged to treat the items of property provided in a careful and gentle manner.
2. If He:Lee EXPO uses a service partner to perform its contractual obligations, any limitation or exclusion of liability contained in the general terms and conditions of business of the service partner (Article 2 Para. 3) applies mutatis mutandis in relations between the exhibitor and He:Lee EXPO . Sentence 1 applies mutatis mutandis to the exclusion periods contained in the general terms and conditions of business of the service partner.
3. Unless the liability of He:Lee EXPO is already excluded or limited under Para. 1, the following provisions apply. 4 Liability on the part of He:Lee EXPO is excluded unless He:Lee EXPO or its agents or employees have acted deliberately or with gross negligence.
5. In derogation of Para. 4, He:Lee EXPO is liable for all negligence in the event of a breach of essential contractual duties; however, the duty to compensate for damages is limited to the foreseeable damages that are typical of the contract. No claims can be made for lost profits or other consequential loss.
6. The limitations and exclusions of liability in Paras. 3 and 4 do not apply to damages based on harm to life, physical injury or harm to health.
7. The exhibitor is notified of the fact that He:Lee EXPO and the service partner to provide the service are obliged to notify their insurers in writing of all claims, etc. under the third-party liability insurance without delay, however, within one week at the latest. If they are unable to comply with this requirement due to default on the part of the exhibitor, and if insurance cover is lost as a result, He:Lee EXPO ceases to be liable to the exhibitor. Without prejudice to any shorter period in the general terms and conditions of business of the service partner, the exhibitor is in default if it fails to report a claim to He:Lee EXPO and the contract company in writing without delay, i.e.
normally within three working days of occurrence of the loss and after the exhibitor or its legal representatives or employees or agents have gained knowledge of the same, and, in the event that He:Lee EXPO , the service partner or the liability insurer of one of the two aforementioned companies reject the claim, fails to take court action within three months. 8 Unless the general terms and conditions of the service partner contain lower amounts, the liability of He:Lee EXPO is limited to the following maximum amounts:
a) EUR 5,000,000.00 for personal injury
b) EUR 5,000,000.00 for property damage
c) EUR 100,000.00 for financial loss
d) EUR 50,000.00for the loss of contractually protected property
These maximum amounts apply provided that the Particular Terms and Conditions of Business of He:Lee EXPO specific to the contract do not specify different maximum amounts.
9. The above also applies to a breach of pre-contractual duties or a breach of collateral duties under the contract.
Article 6: Payment
1. He:Lee EXPO receives remuneration for its work in contractually agreed amount. The salary is to split in three equal installments and is due as followes:
a) 1st rate by an invoice after order confirmation and/or signing of a seperate counsel and/or project contract
b) 2nd rate by an invoice after admission to the particular event by the organizer
c) 3rd rate by an invoice four weeks prior to the show (appointed date is the first official build up day of the event)
2. All amounts referred as in chapter 1 are net amounts and do not contain any value-added tax (if service is subject to tax)
Article 7: Assumption of costs
1. He:Lee EXPO incurred travel and/or accomodation costs under the contract have to be weared in full extent by the client. The following agreements are in use for
a) Deutsche Bahn: travel expenses 2nd class, including seat reservation for national destinations within Germany
b) an aircraft: airfare for economy class flights on intra-European destinations
c) an aircraft: airfare for business class flights on trans-continental destinations and flights with a duration of more than five hours of actual flight time
d) by car: € 0.75 for each kilometer
2. The selection of the cheapest means of transport remains with He:Lee EXPO reserved. He:Lee EXPO is obligated to charge travel expenses for each of the shortest distances.
3. The choice of accommodation remains with He:Lee EXPO reserved. The selection primarily depends on the particular requirements for a smooth and successful running of the project.
Article 8: Improper workmanship
1. He:Lee EXPO is committed to providing the contracted services. If He:Lee EXPO wholly or in part, should not be able to meets its contractual obligations, the client has a right to compensation, which, depending on the circumstances, has to be agreed individually.
2. If one ore more of the agreed events, booked by He:Lee EXPO on behalf of the client, be canceled by the client, the organizer or due to acts of God and do not take place within the scheduled time, the client shall be entitled to a partial reduction or refund of the agreed remuneration. A possible reduction or refund is limited solely to such benefits, which are to be provided by He:Lee EXPO as part of a project management on site.
A possible reduction or refund of the daily rate for the project management on site provided by He:Lee EXPO is maximum in the following ways:
a) 0 - 4 weeks before departure = 0%
b) 5 - 8 weeks before departure = 5%
c) 9 - 12 weeks before departure = 15%
d) 13 - 16 weeks before departure = 25%
e) 17 - 20 weeks before departure = 40%
f) 21 - ∞ weeks before departure = 50%
3. All other contracted services, in particular services already rendered by He:Lee EXPO prior to the show, remain unaffected by the legislation reffered to in article 2.
Article 9: Default/ Set-off
1. Under article 6 if the client has agreed, then all the arrears and outstanding payments are to be promptly paid and at the same time the client is in default. He:Lee EXPO is not obliged to inform the client about the entry of default.
2. In the event of default in payment, He:Lee EXPO is entitled to charge default interest at a rate of 8% - age points above the applicable base rate under § 1 Discount-Rate Transitional Act (Diskontsatz-Überleitungs-Gesetz [DÜG]).
3. The exhibitor cannot set-off counter claims unless such claims are undisputed or have final and non-appealable effect.
Article 10: Limitation Period
1. The claims of the exhibitor under the contract and all claims associated with the same become time-barred within one year, unless a shorter statutory period of limitations takes effect or the liability of He:Lee EXPO is based on malicious conduct.
2. This does not affect the longer statutory limitation periods for tort claims, malicious intent and negligent impossibility.
3. The limitation period begins at the end of the month in which the final date of the event falls.
Article 11: Data Storage and Transmission
Attention is drawn to the fact that the details of the exhibitor, in particular those given on the He:Lee EXPO order forms, are stored in automated procedures and transmitted to third parties in the course of contractual duties subject to the provisions of the Federal Data Protection Act (Bundesdatenschutzgesetz).
Article 12: Place of Performance, Court of Jurisdiction, Applicable Law
1. Place of performance is Duesseldorf. If the exhibitor is a registered merchant, legal person under public law or public law special fund then, subject to Para. 2, exclusive court of jurisdiction for all claims directly or indirectly arising from the present contractual relations is Duesseldorf. The same applies if the exhibitor has no general court of jurisdiction in Germany.
2. He:Lee EXPO is entitled, at its discretion, to bring its claims before the court at the place where the exhibitor has its general court of jurisdiction.
3. German law governs all legal relations between the exhibitor and He:Lee EXPO ; the German text of these Terms and Conditions of Business is authoritative.
Article 13: Concluding Provisions
1. Should one of these provisions be legally invalid, this shall not affect the validity of the remaining provisions or of the contract as such. In place of the invalid provision, a provision is deemed to have been agreed which best achieves the economic purpose pursued by the parties. The same applies if there should be an omission in this Agreement.
2. All alterations of the contract between the exhibitor and He:Lee EXPO must be made in writing. The same applies to alterations of the written form clause itself.