GTC

General Terms and Conditions

I. BASIS OF AGREEMENT

The following General Terms and Conditions (GTC) apply to all agreements, deliveries and otherservices between VOK DAMS Events GmbH ("VDE") and its entrepreneurial clients ("Client"). VDE hereby objects to any deviating terms and conditions of the Clients; any terms and conditions to the contrary shall only be effective if confirmed by VDE in writing.

These terms and conditions shall apply to all present and future agreements between VDE and its clients even if no express reference is made to them.

II. CONCLUSION OF AGREEMENT

1. The proposals of VDE with the information designated as, for example, "cost framework", "cost sketch" or "rough cost calculation" are always subject to change. Obvious errors, typing, printing and calculation errors shall not be binding on VDE. The delivery dates stated on assignments or order confirmations are non-binding. Agreed dates are only binding if they are expressly confirmed and confirmed in writing as a fixed date.

2. By placing an order, the client offers VDE the binding conclusion of an agreement on the basis of the proposal prepared by VDE. The order may be placed in writing, by fax or by e-mail (text form). The agreement shall be concluded with the subsequent signing of the agreement document or the written (by letter/fax/mail) order confirmation by VDE within two weeks.

3. Ancillary agreements, amendments or supplements to existing agreements with the client or a service provider shall also require written confirmation.

4. The prices for all deliveries and services of third parties shall be prepared by VDE on the basis of the offers and price quotations of their service providers, in the case of foreign service providers according to the exchange rate on the date of the offer, and shall be based on the minimum number of participants stated in the offer. Any deviations from this, especially from a minimum number of participants, may require a new calculation and give VDE the right to adjust the budget. The services of VDE shall be invoiced on the basis of the daily and/or hourly rate of the respective personnel deployed as specified in the offer.

5. If VDE arranges services of third parties for the client, an agreement shall not be concluded with VDE, but only between the client and the third party, unless otherwise agreed.

6. The assumption of organisational tasks shall in no case make VDE the organiser; the client shall continue to be the organiser.

III. PRICES

1. All prices and price quotations are net in EURO (excluding especially the respective statutory value added tax or other applicable taxes, packaging, insurance and shipping, which shall be shown separately in each case), even if they are not expressly designated accordingly.

2. The offer prices of the VDE are only valid for indivisible orders.

3. Unless otherwise agreed, VDE's offer prices shall apply to services provided within four months of conclusion of the agreement. If delivery or performance periods exceeding these four months have been agreed, VDE shall be entitled to pass on to the Client any price increases of the manufacturers or suppliers or wage increases occurring thereafter. Price increases shall only be added if they are unavoidable, they do not fall within VDE's area of responsibility, the cost increase was not foreseeable in the specific amount at the time of the conclusion of the agreement and if the cost factor represents an item that can be isolated in terms of sum. The client may withdraw from the agreement if the price is more than 5% higher than the price at the time of conclusion of the agreement. In this case, VDE shall be entitled to remuneration for the services rendered up to that point, whereby the services rendered shall also include claims of third parties which VDE has commissioned trusting in the performance of the agreement. Further claims are excluded on both sides.

4. If the start or progress of performance of a service is delayed for reasons for which VDE is not responsible, it shall be entitled to charge separately for any additional expenditure incurred as a result. The calculation rates of VDE valid on the day of performance shall then apply.

5. Additional expenses caused by incorrect information provided by the client, by preparatory work not carried out by the client or other third parties in due time or in a professional manner, insofar as these are not vicarious agents of VDE, shall be invoiced additionally to the client. Obtaining the necessary official permits, concessions or other authorisations shall only be part of the proposal if this is expressly stated. The same applies to customs formalities for deliveries abroad.

6. Services and errands performed by VDE or its vicarious agents for the client at the client's request in the context of a presentation or planning of events, trips, trade fairs or similar services shall be remunerated separately. VDE shall be entitled to charge a presentation commission for amounts disbursed in this respect. The contractor shall further be entitled to subcontract such services to third-party companies on behalf of the client.

7. Insofar as services are provided at trade fairs, the proposal prices shall not include the expenditure and costs for supplies and services which must be used exclusively by trade fair companies or third parties commissioned by them, such as forwarding services on the trade fair site (e.g. transport on the trade fair site, provision of forklift trucks, scissor lifts and lift trucks, handling of empty containers, waste disposal, etc.), unless these services are expressly mentioned in the proposal.

8. Unless otherwise agreed, the fees for the rental of items shall be calculated on the basis of the calendar days incurred. The start of the rental period is deemed to be the day of handover, the end of the rental period is deemed to be the day of return of the rental object. If the client is responsible for a late return of the rental object, the full rental fee of one day shall be owed for each additional day. VDE shall be entitled to demand a reasonable non-interest-bearing deposit for the duration of the rental.

9. Any fees of Society for Musical Performing and Mechanical Reproduction Rights (GEMA), fees of other collecting societies and artists' social security contributions (KSK), as well as energy, water and waste costs and the costs of adequate event liability insurance, as well as any event cancellation and/or electronics/equipment insurance shall be borne by the client.

IV. DUE DATE, PAYMENT DEADLINE, METHOD OF PAYMENT

1. Unless otherwise agreed, payment shall be due upon provision of the service. In the case of services provided by third parties, the agency fee for VDE shall become due upon conclusion of the agreement with the third party. Remuneration for preliminary services on the part of VDE which only lead to the conclusion of the agreement, especially drafts of a conceptual or illustrative nature, shall be due upon conclusion of the agreement.

2. VDE’s invoices shall be due for payment without deduction within 14 working days from the invoice date, unless otherwise agreed.

3. VDE shall be entitled to demand reasonable advances on its remuneration or on external services to be commissioned according to the progress of the project. Unless otherwise agreed, VDE shall thereafter invoice the agreed remuneration as follows:

30% of the total sum when the order is placed

30% of the total sum at the start of production

30% of the total sum at the start of the event

10% of the total sum after completion of the event

4. If VDE becomes aware of circumstances which reduce the creditworthiness of the client more than insignificantly, if justified doubts emerge as to the client's ability to pay or if terms of payment are not met, VDE may assert all outstanding claims or demand the provision of securities. In such cases, VDE shall also be entitled to withdraw from the agreement without notice. VDE undertakes to release, at its discretion, all securities given to it insofar as they exceed the value of the respective total claims by more than 25%.

5. Payment shall be made cashless to the specified account of VDE.

V. DELIVERY, PERFORMANCE

1. Adherence to deadlines and dates agreed with the client shall be subject to the client having fulfilled his/her contractual obligations, especially having provided all the necessary documents, permits and names of participants in good time and in accordance with the agreement, and having made the agreed advance payments. If no explicit deadline has been agreed for the start of execution or completion, the stated completion/delivery date shall only be approximate.

2. If the client makes changes or alterations to the execution after conclusion of the agreement, even fixed execution/delivery dates shall no longer be binding. The same shall apply to hindrances for which VDE is not responsible, notably for the untimely provision of documents and materials by the client.

3. If disruptions occur in business operations for which VDE or its suppliers or subcontractors are not responsible, notably cases of force majeure, such as war, civil unrest, epidemics, monetary, trade policy or other sovereign measures, natural disasters, accidents, destruction of accommodation, strike or lockout, which are based on an unforeseeable event for which VDE is not responsible and which lead to serious operational disruptions, the delivery/completion period shall be extended by the duration of the impediment plus a reasonable start-up period accordingly. Alternatively, VDE shall be entitled to withdraw from the agreement in whole or in part due to the non-fulfilled part.

The client may withdraw with respect to the unfulfilled part if it cannot reasonably be expected to wait longer and VDE declares that it will not be able to fulfil the agreement in full in the foreseeable future. The withdrawal must be declared in writing and without delay after the occurrence of the reason for withdrawal. In this case, VDE shall be entitled to remuneration for the services provided up to that point, whereby the services provided shall also include claims by third parties which VDE has commissioned trusting in the performance of the agreement.

4. The products and (delivery) items of VDE and its vicarious agents and suppliers shall always travel at the expense and risk of the client, unless otherwise agreed. Unless otherwise instructed, VDE shall arrange the dispatch at its discretion and shall not be accountable, however, for the cheapest and quickest route. Packaging requested or deemed necessary by VDE will be invoiced separately. For transports arranged by the client, the goods to be shipped will only be insured on the client's express instructions and at the client's expense. Unless otherwise agreed, all risk shall pass to the client when the goods leave the premises of VDE or its vicarious agents and suppliers or otherwise when they are placed at the disposal of the client. This shall also apply in cases where delivery has been agreed free of transport costs.

5. Items of the client which are to be used in the performance of the service must be delivered free of charge to the place of use on the agreed date. VDE shall not be obliged to return such items. If VDE is commissioned by the client to make the return delivery, this shall be effected on a carriage forward basis from the place of use at the client's risk.

6. If the goods ready for dispatch cannot be delivered or made available to the client for reasons for which the client is responsible, the risk of accidental loss or accidental deterioration of the goods shall pass to the client on the day on which the goods are ready for dispatch. The services of VDE shall be deemed to have been rendered after delivery of the notice indicating readiness for dispatch to the client.

7. If goods to be shipped or exhibits of the client are to be (co-)transported, the above provisions shall apply accordingly.

VII. ACCEPTANCE/MANUFACTURING/RETURN OF RENTAL GOODS

1. The client is obligated to accept the services and deliveries of the VDE without delay. In special project-related cases, for example, an acceptance date one hour before the start of the trade fair or event may also be deemed appropriate. The client undertakes to attend the acceptance meeting in person or arrange to be represented by a duly authorised representative. Any notification of defects must be made immediately and in writing after discovery of the defect.

2. If the client has used the service or a part of the service without prior formal acceptance, acceptance shall be deemed to have taken place with the act of use, unless defects are notified beforehand preventing acceptance.

3. If the service consists of the planning and/or execution of events, acceptance shall regularly take place on the occasion of dress rehearsals or trial runs. This shall not apply to planning services, which shall be deemed completed and ready for acceptance upon receipt by the customer.

4. If the services are defective, VDE shall be entitled, at its discretion, to rectify the defect or, if necessary, to make a new delivery. The warranty rights shall be subject to the condition that the client has duly complied with its statutory obligations to inspect and give notice of defects. The manner of proper rectification shall be at the discretion of VDE. If VDE's performance is to be rectified due to a defect, the rectification shall only be deemed to have failed after the third attempt at rectification. If VDE does not make use of the right of rectification or does not do so within a reasonable period of time or if the rectification fails, the client may demand a reduction of the remuneration (abatement) or rescission of the agreement (withdrawal). The client shall not be entitled to withdraw from the agreement in the case of insignificant defects or breaches of duty.

5. Remunerable partial services rendered in accordance with the agreement shall be remunerated irrespective of any defectiveness of other services.

6. The return of items lent or rented by the VDE or its vicarious agents and suppliers shall be effected immediately at the end of the agreed rental period. Confirmations of return by the VDE shall always be made subject to specific inspection.

VIII. LIABILITY

1. VDE undertakes to prepare conscientiously and to carefully select and supervise the service providers in accordance with the duties of care of a prudent businessman.

2. VDE accepts no liability whatsoever for damage of any kind caused by visitors / guests. Any loss, breakage of glass and any costs incurred as a result of damage to the grounds, rooms or underground lines caused by the installation of stages, exhibition stands, tents, etc. shall be borne by the client. The same shall apply in the event of damage to equipment rented by VDE. The client shall be obliged to take out adequately dimensioned event liability insurance and to provide VDE with proof of this on request.

3. VDE's liability for damages and expenses based on simple negligence shall be excluded unless the claims are based on the breach of contractual obligations, the proper performance of which is a prerequisite for the execution of the agreement and in the performance of which the client may or does trust on a regular basis (hereinafter: "cardinal obligations") or claims for injury to life, limb or health are affected. Claims which find their basis in the Product Liability Act shall also remain unaffected.

4. Insofar as a cardinal obligation is negligently breached, the liability of the VDE shall be restricted in terms of amount to such damages and expenses which are typically associated with the agreement and are foreseeable. The aforementioned shall also apply to breaches of duty by the contractor's vicarious agents and legal representatives.

5. VDE shall not be liable for damage caused by non-compliance with instructions issued by the client.

6. VDE shall not be liable for defective services or deliveries by external companies which are included in a project on the instructions of the client, unless VDE is guilty of intentional or grossly negligent breach of duties of care or supervision. The client shall be liable to VDE for all items lent or rented to it, including the exhibition stand, in total up to the amount of the restoration costs or the new acquisition value (in the event of destruction and loss).

In the case of transport services, the liability of the VDE for damage other than bodily injury shall be limited to three times the transport price,

- insofar as damage to the person travelling has not been caused by the VDE either intentionally or through gross negligence, or

- insofar as the fault of a service provider alone is responsible for damage incurred by the person travelling.

In addition, the offsetting provision of § 651p para. 3 of the German Civil Code (BGB) shall apply.

7. Insofar as the opportunity to participate in sporting activities, competitions etc. (e.g. canyoning, river rafting, bungee jumping, kite surfing, diving, climbing, carting, clay pigeon shooting etc.) is offered as part of an event, please be advised of the usual dangers inherent in the nature of the event. Kindly note that taking part in such activities is entirely at the participant's own risk. VDE and the service providers involved are only liable for not increasing the inherent danger of the activity intentionally or through gross negligence.

IX. INSURANCE

1. Items belonging to the client (exhibits, giveaways, banners, technology, etc.) shall always be transported at the expense and risk of the client. Unless specifically agreed, VDE shall arrange for shipment at its own discretion without being accountable for special packaging or the cheapest and/or fastest route. Items of the client which are necessary for the performance of services by VDE must be delivered to the door or to the place specified by VDE on the agreed date. The return delivery of these items shall be effected on a carriage forward basis from the place of use.

2. VDE shall be entitled, but not obliged, to take out transport insurance, the costs of which shall be borne by the customer.

3. Obvious transport damage must be reported to VDE immediately. In the case of forwarding, obvious damage must be noted immediately on the consignment note; in the case of transport by rail, a railway official certificate of the damage must be requested and sent to the contractor. Claims against the transport company shall be assigned to the contractor upon request.

4. Unless otherwise agreed, goods of the client taken over for storage by VDE on the basis of written confirmation shall be insured by VDE at the expense of the client against fire, water damage and burglary for the duration of the storage in the amount of the new acquisition value.

X. RETENTION OF TITLE

1. All delivery items and performance results to be transferred shall remain the property of VDE until all obligations ensuing from the contractual relationship between the parties have been fulfilled in full.

2. Any transfer of rights of use and exploitation shall only become effective upon complete fulfilment of all obligations resulting from the contractual relationship between the parties.

XI. PRESENTATION

1. If the VDE does not receive an assignment after participating in a presentation, it shall retain all the services it has provided up to that point. In this case, the client notably shall not be entitled to use the presentation, the event concept with the creative and technical parts, conceptual ideas, drafts or the like in whole or in part.

2. If this nevertheless happens, the client shall owe VDE appropriate remuneration for the use in the form of a notional licence fee. Documents handed over by VDE to the client for the presentation shall be returned to VDE without delay; there shall be no right of retention in this respect.

XII. RIGHTS OF EXPLOITATION AND USE OF WORKS AND SERVICES, CONCEPTION

1. The rights of use and exploitation of any kind to the works and services created by VDE in connection with the performance of the order, especially concepts, texts, photographs, plans, software programs incl. source codes, sketches, drafts and models (physical and digital), shall remain with VDE unless expressly agreed otherwise. By paying the remuneration in full, the client acquires the right to simple use within the contractually agreed scope of content.

2. Unless otherwise agreed, offers, plans, drafts, drawings, production and assembly documents, concept descriptions, descriptions of exhibition and event concepts, artwork, photos and film materials shall remain the property of VDE, even if they have been handed over to the client. These are trade secrets of VDE within the meaning of § 2 para. 1 no. 1 of the Act on the Protection of Trade SecretsTrade Secrets Protection Act). The client requires the express written consent of VDE before passing them on to third parties. 3. Unless otherwise agreed in writing, changes to plans, drafts, concepts etc. may only be made by VDE.

3. If materials or documents are handed over by the client for the provision of the services, the client shall guarantee that the production and delivery of the services provided in accordance with the documents do not infringe the property rights or copyrights of third parties. VDE is not obligated to verify whether the information and documents handed over by the client infringe the property rights of third parties. The client shall indemnify VDE against all claims arising from an infringement of such industrial property rights or copyrights.

4. Unless otherwise agreed, VDE shall be entitled to record the event held and to use the recordings together with background information about the project for the purposes of documentation and its own public relations in connection with the event.

XIII. TERMINATION OF AGREEMENT

1. If the client terminates the agreement without VDE having given good cause for this, VDE shall retain the claim to its contractually agreed fee, however, after deduction of expenses saved, whereby the fee owed shall also include claims by third parties which VDE has reserved or commissioned trusting the performance of the agreement. In the event of termination by the customer, VDE may demand reasonable compensation for the arrangements made, including lost profit and its expenses. Instead of the concrete calculation of the compensation for the cancellation, VDE may claim the following lump-sum cancellation fees, taking into account the expenses usually saved. The lump-sum cancellation fees shall amount to:

30% of the agreed fee up to three months before the start of the event

50% of the agreed fee up to two months before the start of the event

60% of the agreed fee up to one month before the start of the event

75% of the agreed fee up to two weeks before the start of the event

90% of the agreed fee from one week before the start of the event.

The basis for calculation is the fee agreed with the client plus VAT less expenses saved (travel costs, accommodation, meals, etc.). The client shall be at liberty to prove that no or lower costs were incurred in connection with the termination than the costs stated by VDE in the lump sum.

Furthermore, in the event of termination by the client, VDE shall be entitled to all third-party costs, cancellation fees, etc. incurred in connection with the agreement up to the time of withdrawal.

2. The contracting parties have the right to terminate an agreement for good cause. This requires that a corresponding written request for the elimination of the good cause has been made within a reasonable period of time and that the period of time has expired in vain. Good cause shall be deemed to exist especially if one of the parties to the agreement has persistently or grossly breached its contractual obligations.

3. If the agreement is terminated by the client for good cause for which VDE is responsible, VDE shall only be entitled to remuneration for the services provided up to the termination, whereby the fee owed shall also include claims by third parties which VDE has commissioned trusting the performance of the agreement.

4. In the event of termination for good cause by VDE vis-à-vis the client or withdrawal for reasons for which the client is responsible, the above provision under item 1 shall apply accordingly. The client shall be at liberty to prove that no damage or not the aforementioned amount of damage has been incurred. The assertion of further damages by VDE shall remain unaffected.

XIV. CUSTOMER PROPERTY / REFERENCE / PRESS / DOCUMENTATION

1. The storage of campaign materials and other documents shall only take place by prior agreement and for a separate fee. The client shall be responsible for providing insurance cover.

2. VDE shall keep documents provided by the client within the scope of the assignment for a period of six months. If original documents (photos, slides, diskettes, memory chips, CD-ROMs, DVDs, Blu-Rays, USB sticks, etc.) are provided, the client shall undertake to produce duplicates. VDE shall not assume any liability for originals of the client which are not reclaimed within one month after completion of the assignment.

3. Unless otherwise agreed, VDE shall be entitled to have the client and the project covered by the agreement treated as a reference within the scope of self-advertising.

4. The contracting parties shall allow each other to issue press releases. VDE shall be named in publications as the author and implementing agency upon request.

5. Videos and photos of events produced by VDE are protected by VDE copyright. Use by the client - insofar as not commissioned by the client within the scope of the order - shall only be possible with the prior consent of VDE against agreement of a licence fee.

XV. CONFIDENTIALITY/DATA PROTECTION

1. Both contracting parties undertake not to provide any third party with information about the agreed fee.

2. The contracting parties shall treat as confidential any business and trade secrets of the other contracting party which have been entrusted to them or become known to them during the performance of this agreement, even after termination of the agreement.

Documents relating to confidential business transactions disclosed to the other contractual partner shall be returned to the disclosing contractual partner immediately after their use in accordance with the agreement, but at the latest upon termination of the contractual relationship.

3. If the customer discloses personal data to the VDE, the VDE shall comply with all data protection requirements under the EU Data Protection Regulation and the German Federal Data Protection Act (BDSG). In this case, a commissioned data processing agreement shall be concluded between the parties.

4. For the privacy policy of VDE, please refer to https://www.vokdams.de/de/rechtliches/privacy.html

XVI. FINAL PROVISIONS

1. The client may not transfer or assign his/her contractual rights and obligations to third parties without the consent of VDE.

2. The contractual relationship shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and private international law.

3. Insofar as the Client is a merchant, a legal entity under public law or a special fund under public law or the Client is domiciled abroad, the place of performance and exclusive place of jurisdiction for all disputes arising between the parties hereunder, including from claims based on cheques and bills of exchange, shall be Wuppertal.

4. Should individual provisions of the agreement be or become void or ineffective in whole or in part, this shall not affect the validity of the remaining provisions. Insofar as provisions have not become an integral part of the agreement or are invalid, the content of the agreement shall be governed primarily by the statutory provisions (§ 306 para. 2 of the German Civil Code (BGB)). Only in other respects and insofar as no supplementary interpretation of the agreement takes precedence or is possible, shall the parties replace the void or ineffective provision with an effective provision which comes as close as possible to it in economic terms, taking into account the mutual interests.

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