General terms and conditions as contractor / as vendor
1. Applicability
(1) All supplies, services, proposals and contract acknowledgements by SPA Messebau, proprietor Levan Enukidze (hereinafter called SPA Messebau), are governed exclusively by these general terms and conditions.
(2) The inclusion of other general terms and conditions, especially those of clients, is herewith explicitly rejected, also for cases in which such general terms and conditions are sent to SPA Messebau in a letter of confirmation or in any other way. Contrary terms will only become effective if acknowledged explicitly by SPA Messebau in writing; this also applies to any waiver of the need for the written form.
2. Proposal, acceptance of contract, scope of supply/services
(1) The prices named in our proposals are quoted without engagement and are freely revocable before placement of a contract.
(2) The documents belonging to a proposal such as designs, plans, drawings, samples, weights and dimensions, etc. contain approximate values only unless they are indicated as binding.
(3) SPA Messebau retains title to the documents belonging to a proposal and a fee will be charged if they are used by the client regardless of whether SPA Messebau is contracted or not.
(4) Should the client use an exhibition booth designed by SPA Messebau multiple times and should SPA Messebau not be contracted for its construction and dismantling, the further rights of use to the booth will only be ceded against remuneration.
(5) The documents belonging to a proposal may not be reproduced or made accessible to third parties without the explicit written consent of SPA Messebau. Should a contract not be placed, the documents are to be returned to SPA Messebau forthwith.
(6) In the event of breach of clause 4 by the client SPA Messebau is entitled to demand compensation from the client amounting to 40 percent of the contract sum.
3. Prices and terms of payment
(1) All prices are quoted in euros and exclude the applicable rate of value added tax. The prices include packaging, freight, postage, insurance and other shipping and handling expenses.
(2) If not agreed otherwise, invoices are to be paid as follows: 50% on placement of the contract, albeit at the latest four weeks before the start of the exhibition, 50% on completion. Discounts for prompt payment and other deductions are not granted.
(3) Should the client be in arrears, we are entitled without prior announcement to exercise a right of retention to all supplies and services still outstanding or to demand further, previously not agreed advance payments. The same applies should after conclusion of the contract a deterioration in the client’s financial circumstances occur or become known such that fulfilment of SPA Messebau’s right to payment seems in jeopardy. This is the case particularly if a cheque from the client is not honoured, execution proceedings are instituted against the client or the opening of insolvency proceedings is requested. In all these cases we are also entitled to dismantle building work already rendered and not make it available to the client. Agreed (fixed) deadlines will be extended by the period the client is in arrears and the related interruption in the continuation of work.
4. Retention of title
(1) SPA Messebau retains title to all items supplied until the client has fulfilled all obligations from the business relationship in full.
(2) In the event that an item subject to retention of title is sold, combined with another item or processed the retention of title and resultant claim for compensation and any rights to return and surrender against the client will endure.
5. Rendering of supplies and services
(1) The contractual services are completed as agreed, albeit generally by 18h00 on the day before opening of the exhibition at the latest. Should the client require significant changes to the execution after conclusion of the contract, any delivery dates/times agreed are invalidated. The same applies should the client not co-operate as required on time or not render agreed instalment payments on time.
(2) We reserve the right to execute minor remaining work up to opening of the exhibition insofar as this does not significantly impair start-up of the booth by the client.
(3) Should completion be delayed due to events for which SPA Messebau is not responsible, SPA Messebau is entitled either to withdraw from the contract in whole or in part or to demand a reasonable extension in the delivery deadline and to demand reimbursement of the resultant additional costs from the client.
(4) Minor deviations from the agreed services and named documents that become necessary for technical or other reasons are permissible insofar as they do not mean losses in quality or do not impair usability. Changes at the request of the client after placement of the contract will be charged to the client.
6. Acceptance, requirement to give notice of defects
(1) Acceptance is carried out after completion of the overall work at the agreed point in time, albeit at the latest by 18h00 on the day before opening of the exhibition. A report is to be drawn up on acceptance and signed by both parties.
(2) The overall work is deemed as having been accepted if the client does not appear at the time arranged for acceptance or starts using the work in whole or in part.
(3) The client is obligated to inspect the work immediately after receipt for completeness and possible defects. Minor differences in the stain tones of wood elements, in the paintwork of steel elements and differences in the veneer pattern of elements in natural wood finish are not defects. This also applies if the named differences occur in one and the same delivery.
(4) All complaints are to be reported to SPA Messebau in writing forthwith, albeit at the latest within eight days (notice of defects).
7. Warranty, liability
(1) In the event of a valid and timely notice of defects the client is entitled solely to demand improvement or free replacement delivery. Should the improvement or replacement delivery fail twice, the client is entitled to demand a reduction in price or rescission of the contract.
(2) Further claims for defects or other claims for compensation, particularly for consequential losses, are precluded save the defects were caused with intent or through gross negligence.
8. Insurance of rented items
(1) Unless agreed otherwise, the client is to insure the items rented by him from 18h00 on the day before the start of the exhibition to 07h00 on the day following the end of the exhibition by way of an exhibition insurance policy.
(2) By placement of a contract the client assumes custodial responsibility and obligation to exercise due care for the items rented by him for the named period of time. The client is liable for the loss of rented items and for damage caused to them by him or third parties in this period of time.
9. Offsetting / Right of retention
(1) The client may only set his receivables off against receivables owed to SPA Messebau if his receivables are undisputed or have been established finally and conclusively by a court of law.
(2) The client may not claim a right of retention due to unrecognised counterclaims or counterclaims not established finally and conclusively by a court of law insofar as these claims do not relate to the same contractual relationship.
10. Place of performance, place of jurisdiction, applicable law
(1) The place of performance and exclusive place of jurisdiction for all disputes arising from a contractual relationship is Kerpen. Depending on the contract, another place of performance may also be agreed for the rendering of services.
(2) The contract is subject to the law of the Federal Republic of Germany under preclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG - UN commercial law).
11. Final provisions
(1) Changes and additions to this contract must be made in writing to have validity.
(2) Should individual provisions of this contract not have become a component of the contract or be void or not be enforced, the rest of the contract will remain valid and effective. A valid provision coming closest to the will of the parties will be deemed as agreed to replace the void provision or to fill the omitted arrangement.