General terms and conditions
of EMEC GmbH, business unit full service event agency services
§1 General / Scope
(1) These GTC shall apply exclusively to offers, deliveries and services of EMEC GmbH subject to individual agreements to the contrary.
(2) The form reference to the general terms and conditions of the Customer is objected to.
§2 Conclusion of contract
(1) The Agency’s information designated as “cost framework”, “cost sketch” or “rough cost calculation” is non-binding.
(2) The contract is regularly concluded with the written order confirmation of the Agency.
(1) The offer prices shall only be valid for undivided orders.
(2) Insofar as reasonable for the Customer, the Agency shall be entitled to provide partial services and to invoice these separately.
(3) All prices are net without value added tax.
(4) Unless otherwise agreed, the commissioning of third parties shall take place in the name and for the account of the Agency. In this case, it shall not be obliged to render accounts for the services rendered by third parties on its behalf or to submit invoices of the persons commissioned by it.
(5) Services not estimated in the offer, which are carried out at the request of the Customer or additional expenses, which are caused by incorrect information provided by the Customer, by transport delays through no fault of the Customer or by preliminary services of third parties not meeting the deadline or professional requirements, insofar as they are not vicarious agents of the Agency, shall be additionally invoiced to the Customer according to the current remuneration rates of the Agency.
(1) The (delivery) items always travel at the expense and risk of the customer, unless otherwise agreed. In the absence of special instructions, the Agency shall determine the shipment at its discretion without responsibility for special packaging or the cheapest and fastest way.
(2) For transports arranged or carried out by the customer, the goods to be shipped shall only be insured upon the customer’s express instruction and at the customer’s expense.
(3) Transport damage must be reported to the Agency immediately. Any claims against the transport company shall be assigned to the customer upon request.
(4) Objects of the Customer that are required for the performance of the Agency’s services must be delivered free to the Customer’s premises or to the location specified by the Agency on the agreed date. The return of such parts shall be carriage forward from the place of use.
§5 Acceptance/Transfer of risk
(1) Acceptance shall take place regularly on the occasion of dress rehearsals or trial runs. This shall not apply to planning services which are deemed to be completed and ready for acceptance upon receipt by the customer.
2) Any outstanding partial services or the elimination of defects shall be made good or remedied as soon as possible. Provided that they do not significantly impair the function of the object of performance, they shall not entitle the customer to refuse acceptance.
(3) If the Agency’s service cannot be made available to the Customer for reasons for which the Customer is responsible, the risk shall pass to the Customer on the date of receipt of the notice of completion. The performance of the Agency shall then be deemed to have been fulfilled.
(1) If the Customer terminates or cancels the contract without the Agency having given good cause for this, the Agency shall be entitled to remuneration for the services rendered up to that point, whereby the services rendered shall also include claims by third parties which the Agency has commissioned in reliance on the performance of the contract.
- Cancellation after order placement until min. 15 days before the event date:
- 70% of the total order volume, but min. The actual amount incurred by production & holding, preparation & cost by third party services.
- Cancellation after placing the order 14 days to 8 days before the event date:
- 80% of the total order volume, but min. The actual amount incurred by production & holding, preparation & cost by third party services.
- Cancellation after order placement 7 to 0 days before the event date:
- 100% of the total order volume
(2) The right to terminate for cause remains unaffected. However, the prerequisite is that a corresponding written request for the elimination of the good cause has been made within a reasonable period of time and that the deadline has passed fruitlessly.
(3) In the event of termination for cause by the Agency or withdrawal for reasons for which the Customer is responsible, the above provision of paragraph 2. shall apply accordingly. The customer is at liberty to prove that the damage was less. The assertion of further damages by the agency is not excluded.
§7 Liability for defects
(1) The Customer is obligated to inspect the Agency’s services upon acceptance and to give notice of defects without delay. If, despite careful inspection, a defect only becomes apparent later, this must be reported immediately.
(2) The customer may initially only demand subsequent performance in the form of rectification of defects. The manner of appropriate rectification shall be at the discretion of the Agency, which shall also be free to make a replacement delivery at any time.
(1) If offers are prepared according to the information provided by the Customer and the documents provided by the Customer or the respective exhibition management, the Agency shall not be liable for the correctness and suitability of these documents, unless their incorrectness and unsuitability are not recognized due to intent or gross negligence.
(2) The Agency shall only be liable for timely and quality execution if the Customer has duly fulfilled its contractual obligations, in particular those relating to timely payment.
(3) The Agency’s liability for damages and expenses based on simple negligence shall be excluded unless the claims are based on the violation of contractual obligations, the proper fulfillment of which make the execution of the contract possible in the first place and on the fulfillment of which the Customer may regularly rely (hereinafter: “cardinal obligations”) or claims for injury to life, body 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 Contractor’s liability shall be limited in amount to such damages and expenses as are typically associated with the contract and are foreseeable.
(5) The limitation of liability shall apply to the same extent to the vicarious agents and assistants of the Agency.
§9 Property rights
(1) All offers, plans, drafts, drawings, production and assembly documents, concept descriptions as well as descriptions of exhibition and event concepts, print templates, working films, negatives, etc. of the Agency or its employees shall remain the property of the Agency with all rights, even if they have been handed over to the Client, unless expressly agreed otherwise. They are entrusted to the customer in this respect. § 18 UWG. Without the cooperation of the agency, the authorization to use the material in whole or in part and regardless of whether special protection rights (e.g. copyrights) exist or not, requires the express written consent of the agency.
(2) The Customer undertakes to refrain from any other exploitation of the performance results in all forms, in particular reproduction and dissemination, transfer to third parties. The same applies to changes in the performance results of the agency.
(3) If materials or documents are handed over by the customer for the production of the subject matter of the contract, the customer warrants that the industrial property rights of third parties are not infringed by the production and delivery of the work carried out according to its documents. The agency is not obligated to verify whether the information and documents handed over by the customer for the provision of services violate the property rights of third parties. The Customer undertakes to immediately indemnify the Agency against any claims for damages by third parties and to pay for any damages arising from the infringement of property rights.
(4) The Agency is entitled to record the event and to use the recordings together with background information about the project for the purpose of documentation as well as for its own PR.
(5) If requested by the Agency, the Customer shall be obliged to name the Agency as follows in all publications: “EMEC GmbH”.
§10 Retention of title
(1) All services, service results and delivery items shall remain the property of the Agency until all liabilities arising 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 fulfillment of all liabilities arising from the contractual relationship between the Parties.
§11 Terms of payment
(1) The Agency shall be entitled to invoice each individual service immediately after it has been rendered.
(2) Invoice amounts shall be due for payment immediately upon receipt of the invoice, unless otherwise agreed.
(3) Cash discounts are excluded. Advance payments do not bear interest.
(4) In the event of default in payment, the Agency shall be entitled, after setting a deadline, to withdraw from the contract and to claim damages. The amount of damages shall be governed by the provision under clause 6.3 of these Terms and Conditions.
§12 Set-off and assignment
(1) Offsetting against counterclaims that are disputed, not legally established or ready for decision is excluded for the customer. The same shall apply to the assertion of rights of retention. This shall not apply if the claim originates from the same contractual relationship against which it is to be set off.
(2) The rights of the Customer arising from this contractual relationship are transferable only with the prior consent of the Agency.
§13 Data protection
It is pointed out that the data obtained in the course of business relations or in connection with these persons, regardless of whether they originate from the agency itself or from third parties, are processed in accordance with the Federal Data Protection Act.
§14 Place of performance and jurisdiction
(1) The place of performance and jurisdiction for all disputes between the parties arising from the contractual relationship shall be the registered office of the Agency, insofar as the Customer is an entrepreneur, a registered trader, a legal entity under public law or a special fund under public law.
(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.
§15 Severability clause
Should any of the above provisions be or become invalid, this shall not affect the validity of the remaining General Terms and Conditions.
Status: July 2019, all previous GTC hereby lose their validity.