General terms and conditions
a/ In the absence of exceptions which are expressly agreed to in writing, orders and deliveries are subject to the general terms and conditions below. Where they differ, the customer’s terms and conditions may not under any circumstances be invoked against Sa:Su Network GmbH, whose general terms and conditions of delivery and payment shall take express precedence in all cases.
2. PRICES AND QUOTATIONS
a/ Quotations shall be valid for 30 days from the quotation date, and are based on the data provided by the customer. The supplier is liable solely for the specifications, quantities and dimensions indicated by them. The customer shall therefore be responsible for any points omitted in the quotation request. All prices are stated net of VAT unless indicated otherwise.
b/ Economic circumstances which lie outside the supplier’s control, as a result of which the normal raw material prices, labor costs, exchange rates, etc. are altered, shall entitle the supplier to adjust the fixed price it has indicated, and the supplier also has the option to invoice exclusively at the prices and on the terms which apply at the time of the eventual installation.
3. CUSTOMER’S OBLIGATIONS
a/ All connections and utility supplies (electricity, water, etc.) is at the customers own expense. The customer shall likewise obtain all the information that is necessary regarding the exhibition which is to be constructed, and must comply with any conditions imposed in this connection by the organizers or any other party. The supplier is not required to check the information which is provided, and may assume that everything that is requested of it complies with all possible requirements.
b/ The supplier naturally needs to be able to plan its activities. For this reason, the supplier must be notified by the customer of any changes to data which have been incorporated in the contract in good time and at least one month in advance by registered letter. Any changes of which the supplier is not informed shall entail an extra charge, calculated as follows: 15% of the stand charge, the supplier can prove any higher damage.
4. OTHER PROVISIONS
a/ The customer alone shall bear the risk of loss of or damage to the materials of the supplier for the duration of the event. The customer is required to take out comprehensive insurance for all risks (including theft) relating to the material of the supplier for the duration of the event.
The customer is completely responsible for the goods for the duration of the event, as well as during the official construction and dismantling periods. The supplier is entitled to dismantle its material immediately after the official closure of the event (see the organizational regulations).
The supplier is not responsible for the customer’s materials before, during or after the event.
b/ The supplier is entitled either to perform itself all or part of the services for which the contract has been entered into, or to assign them to subcontractors.
c/ All instances of force majeure, such as civil war or war with a foreign power, strikes, riots, disruption to transport, shortages of goods or material, defects in tools or machinery and in general any cause which entails the complete or partial inability of the supplier and/or its suppliers to work, without being confined to the aforementioned cases, shall entitle the supplier wholly or partially to suspend or cancel the execution of a contract, without being liable to pay the customer any compensation.
d/ In the event of the customer’s failure to comply with any of the conditions set out in this contract, and in particular the terms and conditions of payment, the supplier may suspend or definitively cease its services, without the customer being entitled to any compensation.
e/ The supplier’s personnel work exclusively under the instructions and on the responsibility of the supplier. The customer shall refrain from giving them instructions or orders directly.
f/ Commencement of use of the stands implies the unconditional acceptance thereof, and any complaints which are expressed afterwards shall be regarded as late and inadmissible.
g/ The supplier is not liable to pay compensation for any direct or indirect damage caused to the customer by any cause or action, including negligence on the part of the supplier’s personnel, unless the damage is caused intentionally or through gross fault on the part of the supplier.
Where applicable, only the cost of the damage that is covered by the supplier’s liability insurance of civil liability can be claimed. The deductible therefore always remains at the expense of the customer
h/ In the event of cancellation by the customer, the following charge shall be payable:
from 30 to 21 days before the opening of the trade fair: 25% of total cost
from 20 to 8 days before the opening of the trade fair: 50% of total cost
less than 7 days before the opening of the trade fair: 100% of total cost
5. TERMS AND CONDITIONS OF PAYMENT
a/ The agreed amounts shall be payable as mentioned in the purchase order of offer.
b/ The invoices shall be payable immediately. If the invoice is not paid on time, the supplier shall not be required to produce the exhibition, and the customer shall have no recourse against it. However, the invoice for the advance installment shall remain payable.
c/ Unless explicitly agreed otherwise in writing all our invoices are payable without discount at our registered office and this latest on the due date.
d/ The invoice is only considered paid as the amount is on our bank account.
e/ Our invoices are always payable by the customer, even if they have a legitimate claim against us. Debt comparison is therefore excluded.
f/ Our invoices are irrevocably deemed to have been sent on the date of registration in our accountancy. In case of non-payment on the due date of one single invoice, all invoices sent to the customer, will be fully entitled and immediately claimable. All authorized payment terms and conditions expire immediately.
g/ If payments are due on a monthly basis, the client will ask for a permanent bank task so that the monthly invoices are paid on time, i.e de first of each month.
h/ In case the invoice has not been paid on the due date, the due amount will be increased with a fixed and not to reduce compensation for extrajudicial expenses, set at 10% (with a minimum of 125,00 euro) of all outstanding amounts.
i/ Furthermore, unpaid invoices will automatically result in an interest charge of 1% per started month, from the invoice date. If the interest rate , referred in article 5 of the act 2.8.2002, will be higher, that interest rate will be applied. The fixed compensation as well as the interest charge are due in full and without any notice.
j/ Every contestation about the contents or the calculation of the invoice must, upon pain of loss, be contested by registered letter within 15 days started from the invoice date.
a/ For promotional purposes Sa:Su Network GmbH is free to refer to delivered products unless agreed otherwise.
7. INTELLECTUAL PROPERTY
a/ All Drawings, designs and models, whether or not in the beginning of the design or completely developed, remain under the ownership of Sa:Su Network GmbH.
b/ The customer may use the design once for a specific stand, if the full payment of the invoice, for this specific stand or specific project, is made.
c/ All Property and usage rights and all intellectual rights of whatever kind remain completely with Sa:Su Network GmbH.
d/ After a one-time project the costumer may not use the design further or make it available to anyone in every way without prior written approval of Sa:Su Network GmbH.
e/ The customer will respect the intellectual property rights of Sa:Su Network GmbH at all times and make reasonable efforts to protect those rights.
The customer will immediately notify any infringement, of the intellectual rights of Sa:Su Network GmbH, by third parties of which he may be aware.
f/ If Sa:Su Network GmbH is asked to make a design for a particular assignment and this design will not be lead to an order, a fee will be charged per working hour of 58 Euro with a minimum of 250 Euro. This fee will always be payable and can always be invoiced unless explicitly agreed otherwise.
8. CONFIDENTIALITY OBLIGATIONS
a/ Parties commit themselves to keep the commercial and technical information and trade secrets they hear from the other party secret, even after the end of the agreement, and to only use this for the implementation of the agreement.
b/ The customer is forbidden to recruite or to cooperate in any way with personnel or service providers of Sa:Su Network GmbH, directly or indirectly, during the period of the cooperation and for a period of 12 months after the cooperation. In case of infringement of this provision a flatrate compensation of 10.000 Euro will be charged, without prejudice to more proven damage.
9. APPLICABLE COURT
a/ The place of performance and exclusive place of jurisdiction for all disputes
arising from a contractual relationship is Munich, Germany. Depending on the contract, another place of performance may also be agreed for the rendering of services.
b/ 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).