General Terms and Conditions of Business and Delivery

LÜCO Internationaler Messebau Süd-West GmbH acting as contractor

I. Scope and conditions

1. The following general terms and conditions of business and delivery apply exclusively to all contracts, deliveries and other services of LÜCO Internationaler Messebau Süd-West GmbH – hereinafter referred to as the contractor (CN) – unless amended or excluded by the contractor in writing. General terms and conditions of the client – hereinafter referred to as the CL – shall not be binding even if the contractor does not expressly object to them. Nor shall signatures of the contractor on papers and documents of the client that contain the client’s general terms and conditions on their reverse side render those terms legally binding on the contractor.

2. The contractor reserves the right to amend its general terms and conditions of business and delivery at any time. For contracts not yet finally concluded, the amended terms and conditions apply upon their announcement. For contracts already concluded, the new terms apply four weeks after they have been announced to the client in writing, provided the contractual relationship is a continuing obligation or a contract for successive deliveries. In this case the client may object one week before the deadline expires. The contractor is then entitled either to perform the contract under the previous terms and conditions or to withdraw from the contract.

3. The contractor’s terms and conditions presented here also apply to future business between the contracting parties, even if this is not expressly agreed.

 

II. Offer and acceptance

The contractor’s offers are subject to change and non-binding; the same applies to brochures and advertisements. The client’s order is binding; the contract comes into effect once the contractor confirms it in writing or by telecommunication. The same applies to supplements, amendments or ancillary agreements. Drawings, illustrations, dimensions and other parameters are likewise binding only if expressly agreed in writing. Warranted characteristics also require the written form. Employees or subcontractors of the contractor are not authorised to make verbal ancillary agreements or to influence the content of the contract.

 

III. Prices

1. Prices apply for four months from the date on which the contract is concluded. In the case of a longer delivery period, the contractor is entitled to pass on to the client, in the same proportion, any cost increases arising in the meantime (manufacture, delivery, installation) as well as cost increases resulting from legislation (VAT, social security contributions, etc.) by way of price increases. If the increase amounts to more than 10 % of the net order value, the client is entitled to withdraw from the contract. The client must give notice of such withdrawal in writing within 10 days of the price increase being announced in writing. Prices and rates apply plus the statutory value added tax applicable in each case and are understood to be “ex works”, excluding packaging; in the case of the rental of exhibition stands, furnishings and accessories, for the duration of the agreed rental period.

2. Additional deliveries agreed subsequently, or necessary modifications – in particular those arising from a construction situation not known beforehand – will be invoiced separately. This also applies to fixed-price orders. Where the resulting work is carried out on Saturdays, Sundays, public holidays or at night, the contractor is entitled to a surcharge of 50 % on the prices stated in the offer.

3. If the parties have agreed on shipment, the risk of shipment passes to the client upon handover to the person authorised to carry out the forwarding. The contractor accepts no liability for damage to or loss of goods owned by the exhibitor.

4. In the case of installation work, all connection costs charged by the trade fair, as well as fees of any kind levied by the trade fair companies, local forwarding agents, handling bodies, customs authorities, etc., are generally not included in our prices.

 

IV. Payment

1. In the event of incomplete or late payment, the contractor has a right of retention over the goods until payment has been made in full; in particular, the contractor is entitled to refuse handover of the work. Withholding payments or offsetting on the grounds of alleged counterclaims is excluded. This does not affect claims that are undisputed or have been established with final legal effect. If the client falls into arrears with payments, the contractor may charge interest at the statutory rate from the due date – see above – without furnishing proof. The contractor reserves the right to assert further claims for damages or losses caused by default.

2. Advance payments do not bear interest. We are entitled to refuse to accept bills of exchange and cheques. Any costs arising from this method of payment shall be borne by the client. If such instruments are not honoured, the contractor is not obliged to have bills of exchange, cheques or other instruments protested. Payments made in this form are deemed to have been effected only once an unconditional credit entry has been made in favour of the contractor. If cheques, bills of exchange or other bank instructions are not credited on time, or if the client otherwise suspends payments, the contractor is entitled to call in the entire outstanding balance, even where further bank instructions exist.

3. Invoice due dates:

40 % of the order value upon placement of the order

40 % of the order value four (4) weeks before installation begins

20 % of the order value after the event has ended

 

V. Delivery times / completion of the stand

1. Delivery dates and dates for completion and handover of the stand require the written form.

2. The contractor is released from the delivery periods in the event of unforeseeable obstacles, for example in cases of force majeure, official measures, transport and operational disruptions as well as difficulties in production that were not foreseeable.

 

VI. Creditworthiness

The client warrants that at the time of the order it has sufficient financial means to make payment. Any economic or financial difficulties arising subsequently must be notified without delay. If it becomes apparent that the client is unable to pay the remuneration in full, the contractor may withdraw from the contract.

 

VII. Liability

Material owned by the exhibitor and stored at the contractor’s premises is generally not insured by the contractor and is stored on its premises at the client’s risk. The contractor processes, transports and stores customer-supplied material, exhibits of any kind, decorative material, etc. solely at the client’s risk. In the event of a failure of refrigerated units, the contractor is not liable for the refrigerated goods.

Items provided to the client for use must be returned in proper condition, in particular cleaned. Wall elements that have been damaged by the hanging of pictures or exhibits, or that are no longer usable by us because films have been applied that cannot be removed without leaving residue, will be invoiced to the client at replacement cost.

 

VIII. Retention of title

The goods delivered remain the property of the contractor until all claims arising from the business relationship with the client have been paid in full.

 

IX. Warranty

1. The client undertakes to enable a formal acceptance of the work and, in particular, to provide an authorised representative for this purpose on the handover date.

2. Complaints regarding obvious defects must be submitted in writing without delay upon acceptance. Putting the functional exhibition stand into use is deemed to constitute acceptance. Notices of defects must be submitted exclusively to the contractor in writing. The contractor has the right to remedy the defect and to make a replacement delivery. All costs for defects for which the contractor is responsible shall be borne by the contractor. The contractor is granted the right to remedy defects twice, and in special cases three times. If the remedy is still unsuccessful, the client is entitled to the full statutory warranty claims. The warranty period for all services of the contractor is one year, calculated from the day of handover.

 

X. Limitation of liability

Claims for damages arising from positive breach of contract, from culpa in contrahendo or from tort are excluded both against the contractor and against its vicarious agents and persons employed in performing its obligations, unless the damage was caused intentionally or through gross negligence.

 

XI. Copyright

1. If the contractor works according to plans supplied by the client and third parties assert rights in those plans or constructions, the client shall indemnify the contractor against all claims in the internal relationship – including in the event of legal proceedings. The contractor is not obliged to check in advance whether the documents provided by the client affect third-party intellectual property rights.

2. Designs, drawings and models produced by the contractor remain its property and in its ownership, with all rights reserved. The client may exploit this intellectual property of the contractor only with the contractor’s consent and against payment of an appropriate licence fee. If the client’s designs are passed on to third parties and exploited by them, the client is obliged to pay the licence fee as in the case of a proper purchase. If the client has purchased the work resulting from the designs, the copyrights pass automatically to the client.

 

XII. Applicable law – place of jurisdiction

1. The business relationships between the parties are governed exclusively by German law.

2. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the business relationships is Düsseldorf.

 

XIII. Severability clause

Should any provision of the above terms and conditions, or any provision of a contract concluded individually between the parties, be invalid, the validity of the remaining provisions of these terms and conditions or of the individual contract shall not be affected. Rather, the parties are obliged to replace the invalid provision with a provision that comes closest to the intended economic purpose of the invalid provision.

LÜCO Internationaler Messebau Süd-West GmbH acting as client

Orders are placed by LÜCO Internationaler Messebau Süd-West GmbH only on the express condition that the contractor agrees to the application of the general terms and conditions of business and delivery of LÜCO Internationaler Messebau Süd-West GmbH, and further agrees that any agreed payments on account or advance payments shall only become due once the contractor has previously provided a bank guarantee in the corresponding amount in favour of LÜCO Internationaler Messebau Süd-West GmbH. Furthermore, LÜCO Internationaler Messebau Süd-West GmbH reserves the right to withdraw from the contract should the contractor provide false information regarding its creditworthiness, or should the contractor’s lack of creditworthiness become apparent. In this case the contractor shall have no claims for compensation whatsoever against LÜCO Internationaler Messebau Süd-West GmbH.

 

This English version is a translation provided for information purposes only. In the event of any discrepancy between the German and the English version, the German version shall prevail. The legally binding German version is available here: Allgemeine Geschäfts- und Lieferbedingungen (German).