(hereinafter also referred to as “the supplier”)
§ 1 General items and Scope
1. satis&fy AG is a full service supplier for event technology and exhibition stand erection. The General Terms and Conditions set out below are part of contracts and agreements entered into between supplier and customer. Insofar, they are exclusively meant for commercial customers as referred to in § 14 German Civil Code.
2. Any customer’s terms and conditions of business in conflict with or differing from these General Terms and Conditions shall not become part of the contract unless satis&fy AG explicitly accepts them wholly or in part.
3. The General Terms and Conditions of satis&fy AG shall apply in particular in cases where customer unconditionally uses or accepts the services of satis&fy AG though customer’s general terms and conditions conflict with or differ those of satis&fy AG.
§ 2 Scope of Services
The services to be provided by supplier are based exclusively on the contract entered into and the additional provisions in the General Terms and Conditions set out below.
§ 3 Personal data / suppliers data
1. For the duration of the contract and in the event of Para 2 applying, supplier may store and use personal data of customer, taking account of the applicable data protection regulations in force. Customer agrees to be provided with information material from supplier also beyond the period during which the contract was in force.
2. Contents of electronic data carriers or other data which is made available to supplier for the particular job in order to copy such contents, disseminate them in whatever form and/or make them accessible to third parties shall be deleted from supplier’s data carriers immediately on completion of the contract by supplier. Archiving shall take place only when, prior to an event, this has been requested in writing by customer.
§ 4 Payment and retention
1. If parties have agreed that customer has to pay a deposit or make an advance payment at any specific point in time, supplier shall be entitled in the absence of such payment to full right of retention in terms of the services to be provided until such deposit payment has been made.
2. In addition, supplier shall be entitled in the event of an outstanding deposit payment and an overdue period of more than 14 calendar days to make service provision fully dependant on the condition that, in addition to the deposit originally agreed, payment in full is received for the services agreed and to be provided or that a collateral is furnished.
§ 5 Transfer for use
1. After having taken over the contractual item, customer shall be responsible to check same and inform supplier immediately of any visible defects, preferably in writing. The same shall apply to defects that arise during the contractual relationship. If customer fails to give immediate notice of defect, customer shall not be permitted to reduce the money consideration nor claim any retention right on that basis. Claims in accordance with § 7 shall not be affected.
2. Customer shall be liable for any and all damage to the contractual item belonging to supplier and/or to the property and assets of third parties that arise from customer being culpable of neglecting or delaying to give notice of defect.
3. As of the time of takeover until orderly return, customer shall have a legal duty to maintain safety of the contractual item.
If, nevertheless, a valid claim for damage to items with legally protected interest belonging to a third party is asserted against supplier, supplier shall be reimbursed by customer unless supplier is at fault.
§ 6 Cooperation / Place of performance
1. Customer shall have to ensure that the place at which supplier has to perform the service as stipulated in the contract is appropriately suitable. Customer shall also be responsible to obtain at customer’s own expense – if necessary – any official permits and/or similar requirements imposed by third parties.
2. If supplier can only perform the service at the location in question by incurring additional expenses that are not covered in the contract, supplier shall be entitled to document such additional expenses and invoice them to customer. Supplier unsuitability of the place of performance and provide an estimate of the expected additional costs in advance, referring to this clause.
3. When a contract period that may possibly have been firmly agreed has expired and if customer continues to use the contractual item without having approval to do so, the contract shall not be prolonged automatically. However, customer shall be liable to pay compensation for non-availability for use for the period not in keeping with contract, based on pricing incorporated in the contract.
4. The same shall apply if customer impedes or prevents supplier from dismantling/removing the contractual item. Customer shall not have any right of retention unless such right can be derived from an undisputable or legally established claim.
5. Should events in accordance with §§ 4 and 5 arise, a possible claim for damages by supplier vis-à-vis customer shall remain unaffected.
§ 7 Premature termination of contract / Non-use of service
1. The contract can be terminated prematurely only for an important reason.
2. If customer gives notice of termination for reasons not caused or evoked by supplier, customer shall remain obliged to pay for the contractually agreed service; the same shall apply when customer does not avail of the service and/or prevents supplier from providing the service due to lack of cooperation, in each instance after having set an acceptable deadline. In both cases, supplier shall have to deduct expenses not incurred or having advantage of other material benefit.
3. Should the supplier on account of unforeseen events, especially in case of force majeure (Natural disasters of any kind, earthquakes, floods, storms, volcanic eruptions, riots, blockade, demonstrations, fire, civil war, embargo, earthquakes, hostage-taking, war, revolution, epidemics, sabotage, strikes, terrorism (“if these occur at a third party”), operational interruptions of any type or reduced needs caused by reduced demand, resulting in a reduced usage, not be in a position to accept the delivery/service according to the delivery plan/order, then the supplier is entitled to alter the order correspondingly without the supplier/manufacturer/client gaining the right to damages. Additionally, the supplier – without prejudice to other rights – is entitled in this case to terminate the contract wholly or partly, as long as the circumstances stated above are of significant duration and result in a considerable reduction in the needs of the supplier. Both contract parties will attempt to inform each other in case of unforeseen events, such as force majeure and to adapt their obligations to the altered circumstances in good faith.
§ 8 Warranty given by satis&fy AG
1. If a defect arises on the contractual item or service to be rendered by supplier, supplier shall be obliged to remedy this at supplier’s expense after having received notice thereof, irrespective of the provision in § 4. For the purpose of documentation, the notice of defect to supplier shall be in writing.
2. If supplier does not remedy the defect within an appropriate time period, customer shall be entitled to claim additional rights in this matter only if customer requested supplier in writing or by fax to remedy the defect, setting an appropriate deadline, and after such deadline has passed.
§ 9 Limitation of liability
1. Supplier shall be liable for injuries to life, body and health if supplier is in intentional or negligent breach of duty as well as in cases of faults committed by supplier’s legal representatives and agents in accordance with legal requirements.
2. Apart from that, claims for damages, irrespective of the legal basis, shall be excluded, if supplier, supplier’s legal representatives and agents are only culpable of ordinary negligence. This limitation shall not apply if supplier is in breach of fundamental contractual obligations.
3. Claims for damages made against supplier in accordance with § 2 shall become timebarred six months after the claim has arisen.
§ 10 Disclaimer of liability
If firmly agreed times or periods in which the service has to be provided are agreed in the contract and if supplier cannot adhere to the deadlines due to reasons for which supplier is not responsible, such as industrial actions, severe weather and the like, supplier shall not be held liable.
§ 11 Liability on the part of customer
1. Customer shall be liable for any and all losses, damage and deterioration of the contractual item if due to negligence or intention.
2. Claims based on deterioration and/or destruction of the object transferred shall become time-barred after one year starting from the time the object is returned to supplier, unless the law provides for longer periods.
3. Customer shall be obliged to take out a property insurance on a fair value basis for the time of contractual use of the item including prolonged use in accordance with § 5 (3). Such insurance shall cover the contractual item against loss, theft, general damage, damage due to vandalism, destruction, in particular damage caused by natural forces. Such insurance shall be paid by customer.
4. Supplier shall be entitled to make performance of service conditional on evidence of such insurance.
§ 12 Additional conditions governing purchasing agreements
If the contract between supplier and customer covers the purchase of goods, the following conditions shall apply in addition:
1. Until the purchase price has been paid in full, satis&fy AG will retain ownership of the purchased item. If customer resells the item, customer shall hereby assign customer’s claim to the purchase price to supplier. Supplier shall accept such assignment and, in addition, shall be entitled to disclose such assignment in the case of default.
2. Customer shall have sole legal duty to maintain safety of the rental item.
3. Limitations of liability in accordance with §§ 8 and 9 shall apply pari passu.
4. Limitations of liability in accordance with §§ 8 and 9 shall apply pari passu.
§ 13 Additional conditions governing hiring agreements
If the contract between supplier and customer covers the transfer of goods for a specific period without services or processing in return for payment, the following conditions shall apply in addition:
1. If not agreed otherwise, customer shall pick up the rental item from supplier’s premises and return it to same after the end of use at customer’s expense. Customer shall have sole legal duty to maintain safety of the rental item.
2. Limitations of liability in accordance with §§ 8 and 9 shall apply pari passu.
3. Claims based on deterioration and/or destruction of the item transferred shall become time-barred after one year starting from the time the item is returned to supplier.
§ 14 Place of jurisdiction
1. Parties, being entrepreneurs in accordance with § 14 German Civil Code or merchants in accordance with the German Code of Commercial Law referring to § 30 German Code of Civil Procedure, agree that the court of jurisdiction for any and all disputes and conflicts arising in connection with this contract shall be Frankfurt am Main, if legally permissible.
2. The contract entered into shall be governed exclusively by the law of the Federal Republic of Germany.
§ 15 Severability clause
Should any provision in whole or in part be or become invalid, the validity of the contract or application of the other articles of the General Terms and conditions shall remain unaffected. In such an event, the provision that is invalid shall be replaced with a provision that comes closest to the intention of the original provision in conjunction with the intention of the contract.
This is a courtesy translation from German. The German version of the General Terms and Conditions shall prevail.
Karben, this 9th day of March 2020