Terms and Conditions

General Terms and Conditions
General Terms and Conditions for Customers/Contractual Partners (hereinafter referred to as "Customer" or "Principal") of SASCH GmbH (hereinafter referred to as "Supplier") Customer/Principal on the one side and Supplier on the other side hereinafter separately also referred to as “Party” and together also referred to as “Parties”.

Contractual Basis
1. The following contractual documents shall govern any contractual relationship between Supplier and Principal and shall all form integral parts of the relevant contract. In the event of uncertainties or discrepancies between the relevant documents, they shall apply in the following order:

a. The content of the contract concluded between the Parties ("Main Contract")

b. Supplier's order confirmation

c. Supplier's offer

d. These General Terms and Conditions, even if Supplier executes the relevant contract without any reservations and knowing any opposing or deviating contractual contents of Customer

e. The legal provisions of the German Civil Code (BGB), in particular its provisions on contracts for work law and rental contract law

f. The German fee structure imposed on architects and engineers (HOAI - Honorarordnung für Ingenieure und Architekten)

2. Any deviation from these Terms and Conditions is valid only upon express written agreement.

Contract Content
1. These Terms and Conditions apply to any supplies and services delivered by Supplier. They also apply to all potential future legal relationships between Supplier and Customer. Customer's terms and conditions become an integral part of the contract only upon Supplier's express written acknowledgment.

2. Customer's acceptance of Supplier's services and/or performance shall be automatically considered as Customer's acknowledgment and acceptance of these Terms and Conditions.

Offer and Design Documents
1. Any Supplier's offer is non-binding unless the offer itself expressly provides otherwise.

2. In the event Supplier prepares its offer based on and according to information from Customer and/or documents and/or information which are provided by the relevant exhibition or event management, Supplier cannot be held liable for the correctness of the information and documents received from Customer and/or exhibition management. This does not apply if the Supplier intentionally or grossly negligently fails to identify that information received is faulty or inappropriate.

3. Supplier retains any property rights (in particular intellectual property) of offers, planning, plans, drawings, manufacturing and assembly documents, as well as specifications of event concepts unless Supplier and Customer expressly agree otherwise in writing. This shall also apply if said documents have been handed over to Customer. To this extent, said documents shall be considered as entrusted within the meaning of §18 of the German Unfair Competition Act (Gesetz gegen den unlauteren Wettbewerb).

Contract Conclusion
The contract comes into force with Supplier's written order confirmation only. Nevertheless, orders awarded to Supplier shall also be considered as accepted by Supplier, unless they are rejected by Supplier within one month upon receipt.

Prices
1. Any prices contained in Supplier's offer, particularly but not limited to lump sum prices or fixed prices, bindingly apply only upon Customer's undivided order of the scope of supply offered by Supplier.

2. All prices are net ex works (EXW) Supplier's premises or shipping depot and do not include packaging, freight, postage, insurance, etc.

3. The prices contained in Supplier's offer are firm and remain unchanged for four (4) months upon contract conclusion only. Upon expiry of such a 4-month term, Supplier may pass on price increases to Customer that Supplier himself faces towards its contractual partners and sub-suppliers (e.g., salary increases, etc.). Customer may terminate the relevant contract with Supplier if a price increase as mentioned before is in excess of the original contract price by more than 5%. In the event Customer opts for the termination of the contract, Customer shall pay to Supplier any services already delivered by Supplier plus any Supplier's already rendered or unavoidable out-of-pocket costs to be paid to third parties or incurred within Supplier itself. Other claims of or payments to Supplier shall be excluded.

4. In the event Supplier's services or performance are delayed as regards commencement, progress, or accomplishment for reasons not attributable to Supplier, Customer shall compensate Supplier for any additional expenses or effort at Supplier's rates for work hours (including travel and loading times), vehicle appliances, material costs, and other prices chargeable by Supplier at the relevant execution date.

5. Supplier may charge to Customer any services which are not agreed in the contract and not calculated in Supplier's original offer, which, however, are being executed by Supplier on Customer's request. Supplier may also charge to Customer any additional expenses which occur from (i) Customer's or exhibition organizer's incorrect statements or details, (ii) transport delay not attributable to Supplier, (iii) inadequate hall or ground condition, (iv) delayed or incorrect preparatory performance by third parties unless they are Supplier's subcontractors. Section V.4 of these terms shall serve as a calculation basis for any additional expenses.

6. Services and errands that Supplier executes upon Customer's request within Customer's planning and execution of his exhibition participation, which, however, have not been contained in Supplier's offered original scope of supply, but which are being offered by the exhibition or a third-party supplier, shall be reimbursed by Customer separately. Supplier may invoice an advance commission for disbursements provided by Supplier. Supplier may assign such services to third parties on a sub-supplier basis.

7. Unless expressly provided for in Supplier's offer, the offer prices do not contain any effort and expenses for deliveries and performances, which Customer is supposed to exclusively source from exhibition/event corporations or from third parties assigned by exhibition corporations, such as forwarding services on the exhibition site (e.g., transport on exhibition site, provision of forklifts or elevating trucks, empties management, waste disposal, etc.). Customer shall additionally reimburse such expenses. Supplier may charge Customer for Supplier's coordination and/or advances made based on surcharges as defined in the offer.

8. Supplier may issue invoices in electronic form in PDF copy.

Delivery Time and Installation
1. The defined execution date/accomplishment date is an estimate only unless Customer and Supplier have expressly agreed otherwise.

2. Any changes or switching of execution requested by Customer after conclusion of the contract affect the execution/delivery dates originally agreed upon by Customer and Supplier and lead to an adequate time extension. The same applies to hindrances and interruptions not attributable to Supplier, in particular if arising from Customer's delay in delivery of documents and material.

3. Supplier shall be entitled to an automatic extension of time in the execution of its services in the event of interruptions in its business operations or the business operations of its sub-suppliers not attributable to Supplier or its sub-suppliers, in particular in the event of force majeure, strikes, lockouts which are based on unpredictable events or occurrences not attributable to Supplier and relevant sub-suppliers and leading to significant interruptions of business operations. In the event such interruptions lead to the objective impossibility of contract performance, Customer and Supplier may terminate the contract ex nunc. Supplier shall however be entitled to compensation for its services delivered until that date. Compensation shall also contain any Supplier's expenses to third parties for third-party services that Supplier reasonably assigned to them. Further compensation or damages shall on both sides be excluded.

Freight and Packaging/Transfer of Risk
1. Unless otherwise agreed, Supplier's goods are always shipped at Customer's cost and risk. Packaging requested by Customer or considered required by Supplier will be charged to Customer separately. The same applies to Customer's own shipment pieces.

2. Material of Customer that shall be used for the manufacturing or the installation must be delivered by Customer at the agreed date carriage paid to Supplier's workshop or to the assembly site. The return shipment of such items shall occur carriage unpaid ex works or processing site at Customer's risk.

3. Unless otherwise agreed, passing of risk of the goods to the Customer shall occur ex works Supplier's premises or when made available to the Customer, whichever occurs earlier. Afore said shall also apply in the event the Parties have agreed to freight-paid delivery.

4. In the event goods ready for shipment cannot be delivered for reasons not attributable to Supplier, the risk of loss and damage shall pass to Customer at the date Supplier notifies Customer about its readiness for shipment. Supplier's scope of delivery shall be considered as performed upon Supplier's notification to Customer about readiness for shipment.

5. In the event Customer requests from Supplier co-transport of his own exhibits, the afore provisions apply accordingly.

Acceptance/Handover
1. Acceptance or handover of Supplier's scope of supply shall as a rule take place formally and immediately upon accomplishment. Customer shall participate in person at the date of acceptance or shall send an authorized representative to act on his behalf. Customer and Supplier mutually agree that an acceptance date even one hour before commencement of the relevant event only shall be considered as appropriate. Acceptance may occur verbally and does not require written form.

2. Any remaining partial services still to be rendered or reported defects will be completed or repaired by Supplier as soon as possible. Customer shall not be entitled to reject acceptance unless such partial services or reported defects significantly affect the contract's subject matter.

3. In the event Customer has started to use Supplier's scope of supply as a whole or partly without a prior formal acceptance, the acceptance shall be considered to have occurred at the moment of commencement of use.

4. In the event Customer has leased services or performance from Supplier, Supplier may request a formal return handover from Customer immediately upon event/fair conclusion. Customer shall participate in person at the date of handover or shall send an authorized representative to act on his behalf.

Defect Liability
1. Any defect liability obligations shall be governed and in accordance with the relevant German law provisions and in particular those on rental and work contracts unless the following provisions provide otherwise.

2. Customer shall immediately notify Supplier in writing of any defects in the supply/service. In the event Customer fails to provide such notification, any warranty claims or other claims regarding the defect are excluded.

3. Customer shall grant Supplier an adequate grace period for the rectification of any reported defect.

4. Customer shall not be entitled to reduce the agreed remuneration if the defect is insignificant and rectification is impossible or causes disproportionate costs. Any potential defect-related reduction of price shall not apply to additional services that are separately ordered.

5. Any Customer claims for damage and expenses are excluded in cases of slightly negligent breaches of duty. Afore exclusions do not apply in the event of breaches of duty which endanger the achievement of the contractual purpose. In such events, Supplier's liability is limited to the typically foreseeable damage.

Liability
1. Supplier is liable to Customer only for damages arising from intentional or grossly negligent behavior. Supplier is not liable for any indirect damages, consequential damages, or lost profits.

2. Any other liability than as provided in these General Terms and Conditions is excluded unless legally mandatory.

Payment
1. Unless otherwise agreed, Customer shall pay Supplier's invoices within 14 days upon receipt without deductions.

2. Supplier reserves the right to request advance payment from Customer.

3. Customer shall be considered in default upon expiry of the payment term as defined before. In the event of Customer's default in payment, Supplier is entitled to default interest at a rate of 8% above the base interest rate.

4. In the event Customer is in default of any payments to Supplier, Supplier is entitled to suspend any further performance under the relevant contract.

Final Provisions
1. Any amendments or modifications to the contract, including these General Terms and Conditions, must be in writing to be effective. This also applies to any waiver of this written form requirement.

2. Should any provision of these General Terms and Conditions be or become invalid or unenforceable, the remaining provisions shall remain unaffected. The Parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that comes closest to the economic intent of the invalid or unenforceable provision.

3. The laws of Germany shall apply, excluding its conflict of laws provisions. The place of jurisdiction is Frankfurt am Main, Germany, provided the Customer is a merchant, a legal entity under public law, or a special fund under public law.