General Rental, Delivery, and Payment Terms and Conditions
Section 1 General Provisions – Scope of Application
(1) Our rental, delivery, and payment terms and conditions apply exclusively; we do not recognize any conflicting or deviating terms and conditions of the customer, unless we have expressly agreed to their validity in writing. Our rental, delivery, and payment terms and conditions also apply if we carry out the delivery to the customer without reservation, even if we are aware of conflicting or deviating terms and conditions of the customer.
(2) All agreements made between us and the customer for the purpose of executing this contract are laid down in writing in this contract. Oral and telephone agreements require written confirmation to be effective.
(3) Our rental, delivery, and payment terms and conditions apply only to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB).
Section 2 Offer – Offer Documents
(1) If the order is to be qualified as an offer according to Section 145 of the German Civil Code (BGB), we can accept it within 2 weeks.
(2) We reserve ownership and copyright rights to illustrations, drawings, calculations, and other documents. This also applies to written documents designated as “confidential”. The customer requires our express written consent before passing them on to third parties.
Section 3 Rental Conditions
(1) If items are provided for rent, they must be handled with care by the renter. The renter is liable for the rented items up to the amount of the restoration costs or the new acquisition value. This also applies if the items have been lost in whole or in part; it is irrelevant whether the renter or their employees are at fault.
(2) The rented items must be returned to the lessor in a proper, clean condition, without paint or other residues.
(3) The rented property is not insured.
(4) The rented property is provided only for the agreed period, i.e., the duration of the event. In the event of defects in the rented item, the lessor is entitled to provide equivalent replacement. In the event of unforeseen circumstances, the lessor reserves the right to provide the renter with equivalent or better replacement items instead of the ordered rented items.
Section 4 Prices – Payment Terms
(1) Unless otherwise stated in the order confirmation, our prices are “ex works”, excluding packaging; this will be invoiced separately.
(2) The statutory value-added tax is not included in our prices; it will be shown separately on the invoice at the statutory rate on the day of invoicing.
(3) The prices quoted by us are based on material prices and labor costs, which are binding for a period of 3 months from the conclusion of the contract. Material and labor cost increases occurring thereafter will be passed on to the customer. Commissioned designs must be paid for, regardless of whether they are used by the customer or not.
Special work and change requests from the customer not included in the original order will be charged separately. This also applies to lump-sum orders. If this work is carried out on Saturdays or at night, we are entitled to a surcharge of up to 50%, and for work on Sundays or public holidays, a 100% surcharge on the labor prices stated in the offer. For meetings requested by the client, travel, catering, and accommodation costs will be charged at a reasonable rate in addition to the pure time expenditure.
Special work and change requests from the customer not included in the original order will be charged separately. This also applies to lump-sum orders. If this work is carried out on Saturdays or at night, we are entitled to a surcharge of up to 50%, and for work on Sundays or public holidays, a 100% surcharge on the labor prices stated in the offer. For meetings requested by the client, travel, catering, and accommodation costs will be charged at a reasonable rate in addition to the pure time expenditure.
(4) For displays and exhibition constructions, the total order sum, unless expressly agreed otherwise, is due for payment as follows:
(1) for goods value under €5,000.00 within 14 days
(2) for goods value over €5,000.00: 50% upon order placement, 50% upon delivery or assembly
(5) Any deduction of a cash discount requires a special written agreement.
(6) When renting exhibition stands and display systems as well as accessories, the rent is to be paid before the start of the rental period without any cash discount deduction.
(7) Unless otherwise stated in the order confirmation, the purchase price is due net (without deduction) within 14 days from the invoice date. The statutory rules regarding the consequences of default in payment apply. The customer is only entitled to set-off rights if their counterclaims have been legally established, are undisputed, or have been acknowledged by us. Furthermore, the customer is authorized to exercise a right of retention insofar as their counterclaim is based on the same contractual relationship.
The customer will be in default from the agreed payment due date and must pay customary bank default interest from this date, plus a flat rate for reminder letters of €10.00. Bills of exchange and checks, if accepted at all, are accepted only on account of payment, not in lieu of payment. A cash discount is not permitted.
The customer will be in default from the agreed payment due date and must pay customary bank default interest from this date, plus a flat rate for reminder letters of €10.00. Bills of exchange and checks, if accepted at all, are accepted only on account of payment, not in lieu of payment. A cash discount is not permitted.
(8) Cancellation of an order is only possible before the order has been processed. In the event of withdrawal from the order before processing, we reserve the right to charge a cancellation fee of up to 20% of the order value. After production has started, the full order value is payable.
Section 5 Delivery Time
(1) The start of the delivery time stated by us presupposes the clarification of all technical questions.
(2) Compliance with our delivery obligation further presupposes the timely and proper fulfillment of the customer’s obligations. The defense of non-performance of the contract remains reserved.
(3) If the customer is in default of acceptance or culpably violates other duties to cooperate, we are entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. Further claims remain reserved.
(4) If the conditions of paragraph (3) are met, the risk of accidental loss or accidental deterioration of the purchased item passes to the customer at the time when the customer is in default of acceptance or debtor’s default.
(5) We are liable according to the statutory provisions if the delay in delivery is due to an intentional or grossly negligent breach of contract for which we are responsible; fault on the part of our representatives or vicarious agents is attributable to us. If the delay in delivery is not due to an intentional breach of contract for which we are responsible, our liability for damages is limited to the foreseeable, typically occurring damage.
(6) We are also liable according to the statutory provisions insofar as the delay in delivery for which we are responsible is based on the culpable breach of an essential contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage.
(7) Written agreed delivery dates will be met by us, unless events of force majeure or other obstacles beyond our control occur, e.g., late delivery of materials by the customer or third parties. In the event of such occurrences, we are entitled, at our discretion, to withdraw from the contract in whole or in part or to demand a reasonable extension of the delivery date.
Section 6 Transfer of Risk
(1) Unless otherwise stated in the order confirmation, delivery “ex works” is agreed.
(2) If the customer so wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.
Section 7 Liability for Defects
(1) The customer’s claims for defects presuppose that they have duly complied with their inspection and notification obligations pursuant to Section 377 of the German Commercial Code (HGB). Insofar as there is a defect in the purchased item, the customer is entitled, at their option, to subsequent performance in the form of rectification of the defect or delivery of a new, defect-free item. If subsequent performance fails, the customer is entitled, at their option, to demand rescission or reduction.
(2) We are liable according to the statutory provisions if the customer asserts claims for damages based on intent or gross negligence, including intent or gross negligence of our representatives or vicarious agents. Insofar as we are not accused of intentional breach of contract, liability for damages is limited to the foreseeable, typically occurring damage.
(3) We are liable according to the statutory provisions insofar as we culpably breach an essential contractual obligation; in this case, however, liability for damages is limited to the foreseeable, typically occurring damage.
(4) Liability for culpable injury to life, body, or health remains unaffected; this also applies to mandatory liability under the Product Liability Act.
(5) Unless otherwise regulated above, liability is excluded.
(6) The limitation period for claims for defects is 12 months, calculated from the transfer of risk.
(7) The limitation period in the case of a supplier’s recourse claim according to Sections 478, 479 of the German Civil Code (BGB) remains unaffected; it is five years, calculated from the delivery of the defective item.
(8) For graphics, unless otherwise agreed, we grant a guarantee on color fastness of 30 days after delivery.
Section 8 Total Liability
(1) Any further liability for damages than provided for in Section 7 is excluded – regardless of the legal nature of the asserted claim. This applies in particular to claims for damages arising from fault during contract negotiation, due to other breaches of duty, or due to tortious claims for compensation for property damage according to Section 823 of the German Civil Code (BGB).
(2) The limitation according to paragraph (1) also applies insofar as the customer demands compensation for useless expenses instead of a claim for damages, instead of performance.
(3) Insofar as liability for damages against us is excluded or limited, this also applies with regard to the personal liability for damages of our employees, workers, staff, representatives, and vicarious agents.
Section 9 Retention of Title Clause
(1) We retain ownership of the purchased item until all payments from the delivery contract have been received. In the event of breach of contract by the customer, in particular default in payment, we are entitled to take back the purchased item. The taking back of the purchased item by us constitutes a withdrawal from the contract. After taking back the purchased item, we are authorized to dispose of it; the proceeds from the disposal shall be credited against the customer’s liabilities – minus reasonable disposal costs. All proposals, texts, designs, and drawings or models also remain our property with all rights. The transfer of ownership and copyright rights requires our written consent, as does reconstruction and re-erection.
(2) The customer is obliged to treat the purchased item with care; in particular, they are obliged to insure it sufficiently at their own expense against fire, water, and theft damage at its new value. If maintenance and inspection work is required, the customer must carry it out in good time at their own expense.
(3) In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can file a lawsuit in accordance with Section 771 of the German Code of Civil Procedure (ZPO). Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a lawsuit in accordance with Section 771 ZPO, the customer is liable for the loss incurred by us.
(4) The customer is entitled to resell the purchased item in the ordinary course of business; however, they hereby assign to us all claims amounting to the final invoice amount (including VAT) of our claim, which arise from the resale against their customers or third parties, regardless of whether the purchased item has been resold without or after processing. The customer remains authorized to collect this claim even after the assignment. Our authority to collect the claim ourselves remains unaffected by this. However, we undertake not to collect the claim as long as the customer fulfills their payment obligations from the collected proceeds, does not fall into arrears, and in particular no application for the opening of insolvency proceedings has been filed or payments have been suspended. If this is the case, however, we can demand that the customer informs us of the assigned claims and their debtors, provides all information necessary for collection, hands over the associated documents, and notifies the debtors (third parties) of the assignment.
(5) The processing or transformation of the purchased item by the customer is always carried out for us. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount, including VAT) to the other processed items at the time of processing. For the item created by processing, the same applies as for the purchased item delivered under retention of title.
(6) If the purchased item is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased item (final invoice amount, including VAT) to the other mixed items at the time of mixing. If the mixing occurs in such a way that the customer’s item is to be regarded as the main item, it is agreed that the customer transfers proportionate co-ownership to us. The customer stores the sole ownership or co-ownership thus created for us.
(7) The customer also assigns to us the claims to secure our claims against them, which arise from the connection of the purchased item with real estate against a third party.
(8) We undertake to release the securities due to us at the customer’s request insofar as the realizable value of our securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released is at our discretion.
Section 10 Storage
(1) Stored material can be insured against theft, vandalism, and elemental damage upon request.
Section 11 Exploitation Rights
(1) M2FORMAT GmbH retains corresponding exploitation rights to creative services.
(2) Designs, visualizations, and plans remain the intellectual property of M2FORMAT GmbH.
Section 12 Place of Jurisdiction – Place of Performance
(1) The exclusive place of performance for the rights and obligations of both contracting parties arising from legal transactions of any kind, in particular also for payments, is Stolberg.
(2) Aachen is agreed as the place of jurisdiction. For dunning procedures initiated by us, even after the customer’s objection to a payment order, Aachen is the place of jurisdiction.
(3) For transactions with foreign customers, the application of the law applicable in the Federal Republic of Germany is deemed agreed.
M2FORMAT GmbH
July 2021
July 2021
