GENERAL TERMS AND CONDITIONS

These General Terms and Conditions (GTC) govern the relationship between the commissioned company ("Contractor") and its customer ("Client"), provided that the Client is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). They shall apply exclusively to all offers, deliveries, and services provided by the Contractor to the Client, unless individual agreements or arrangements to the contrary have been made between the contracting parties. Any standard reference to the Client's own General Terms and Conditions is hereby expressly rejected.

2.1 The contract shall be concluded upon signing of the contract document or upon written order confirmation by the Contractor. Compliance with the written form requirement stipulated in these GTC shall also be satisfied by telefax or email.

2.2 All offers made by the Contractor are non-binding. Information provided by the Contractor designated as "cost framework" (Kostenrahmen), "cost outline" (Kostenskizze), or "rough cost estimate" (Grobkostenkalkulation) shall be without obligation.

2.3 The conclusion of the contract is subject to the reservation of self-supply. This shall not apply where the Contractor is responsible for the non-delivery, in particular where the Contractor has failed to enter into a congruent covering transaction. The Contractor shall inform the Client without undue delay of any non-availability and shall promptly refund any consideration already rendered.

3.1 Where items belonging to the Contractor have been provided to the Client on a loan or rental basis, a formal return of the rented item shall take place immediately upon conclusion of the trade fair or event, at the Contractor's request. The Client is obliged to attend the return appointment in person or to be represented by a duly authorised agent.

3.2 The Client shall handle all items provided on a loan or rental basis with due care and shall return them without undue delay upon conclusion of the event.

3.3 Any return confirmations issued by the Contractor shall always be subject to a detailed inspection of the returned items.

3.4 Unless expressly agreed otherwise, rental fees shall be calculated on a calendar day basis. The rental period shall commence on the day of handover and shall end on the day of return of the rented item. Where a delayed return is attributable to the Client, the full daily rental fee shall be owed for each additional day.

3.5 The Contractor shall be entitled to require a reasonable deposit for the duration of the rental period. The deposit shall not bear interest.

4.1 All prices and price quotations – whether or not expressly designated as such – are stated in EUR, exclusive of statutory taxes and levies, and exclusive of any other public charges that may be applicable.

4.2 Quoted prices shall only be valid if the order is placed in its entirety. The Contractor shall be entitled – provided this is not unreasonable for the Client – to render partial services and to invoice these separately.

4.3 Prices shall remain valid for four months from the date of conclusion of the contract. Where delivery periods extending beyond these four months have been agreed, the Contractor shall be entitled to pass on any price increases imposed by manufacturers or suppliers, or any wage increases, to the Client. The Client may withdraw from the contract if the price exceeds the price at the time of conclusion of the contract by more than five percent. In such case, the Contractor shall be entitled to remuneration for all services rendered up to that point, whereby services rendered shall also include any claims by third parties commissioned by the Contractor in reliance on the performance of the contract. Any further claims by either party shall be excluded.

4.4 If the commencement or continuation of the performance of services is delayed for reasons not attributable to the Contractor, the Contractor shall be entitled to separately invoice any additional costs incurred as a result. In such case, the Contractor's rates applicable on the date of performance shall prevail.

4.5 Services not included in the quotation that are performed at the Client's request, as well as additional expenses caused by inaccurate or incomplete information provided by the Client, by preliminary work or contributions by the Client or other third parties that are not timely or technically adequate – provided such third parties are not vicarious agents of the Contractor – shall be invoiced to the Client in addition. The procurement of any required official permits, concessions, or other authorisations shall only form part of the quotation where expressly stated. The same shall apply to customs formalities for deliveries abroad.

4.6 Services and procurements carried out for the Client at the Client's request in connection with the planning and execution of exhibition participations shall be remunerated separately. The Contractor shall be entitled to charge an advance payment commission for any amounts disbursed in this regard. The Contractor shall further be entitled to commission such services to third-party companies in the name of the Client.

4.7 The commissioning of third parties shall be carried out in the name and for the account of the Contractor. The Contractor shall not be obliged to render an account of services provided by third parties on its behalf, nor to disclose invoices from third parties commissioned by the Contractor.

4.8 Where services are rendered at trade fairs, the quoted prices shall not include the expenses and costs for deliveries and services that must be obtained exclusively from trade fair companies or third parties commissioned by them, such as forwarding services on trade fair premises (e.g. transportation on trade fair grounds, provision of forklifts and pallet trucks, empty container handling, disposal, etc.), and such services shall therefore be remunerated separately, unless expressly included in the quotation

5.1 Where no express deadline has been agreed for the commencement of performance or for completion, any stated completion or delivery date shall be deemed approximate only.

5.2 Any changes or modifications to the scope of performance requested by the Client after conclusion of the contract shall render even firmly agreed performance and delivery dates non-binding. The same shall apply to impediments not attributable to the Contractor, in particular the Client's failure to make documents and materials available in a timely manner.

5.3 Events of force majeure as well as other circumstances unforeseeable to the Contractor (in particular disruptions to procurement, manufacturing, or delivery, strikes, lockouts, etc. at the Contractor's premises or those of its suppliers) shall not be attributable to the Contractor and shall release the Contractor from its performance obligations for the duration of the disruption and for a reasonable start-up period thereafter – including where the Contractor is already in default. This shall also apply where third-party approvals required for the performance of services are not received by the Contractor in a timely manner. In the case of a fixed-date transaction (Fixgeschäft), the Client shall be entitled to withdraw from the contract.

5.4 Unless otherwise agreed, the Contractor's products and delivery items shall always be shipped at the Client's cost and risk. In the absence of specific instructions, the Contractor shall determine the method of shipment at its own discretion, without responsibility for special packaging, selecting the most economical and expedient route. Packaging requested by the Client or deemed necessary by the Contractor shall be invoiced separately. For shipments arranged by the Client, goods shall only be insured upon the Client's express instruction and at the Client's expense. Unless otherwise agreed, all risk shall pass to the Client once the goods leave the Contractor's premises. This shall also apply where carriage-free delivery has been agreed.

5.5 Items belonging to the Client that are to be used in the performance of services shall be delivered to the place of use, free of charge, by the agreed date. The Contractor shall not be obliged to return such items. If the Contractor is commissioned by the Client to arrange a return delivery, such return shall be effected carriage-forward from the place of use and at the Client's risk.

5.6 If goods ready for dispatch cannot be delivered to the Client or made available to the Client for reasons attributable to the Client, the risk of accidental loss or accidental deterioration of the goods shall pass to the Client on the date of readiness for dispatch. The Contractor's services shall be deemed rendered upon delivery of the notice of readiness for dispatch to the Client.

5.7 Where the Client's shipping goods or exhibits are to be (co-)transported, the foregoing provisions shall apply accordingly.

The Contractor's performance obligations shall be conditional upon the Client's creditworthiness. Where the Client has provided inaccurate or incomplete information regarding the facts determining its creditworthiness, or has suspended its payments, the Contractor shall not be obliged to perform. In such cases, the Contractor may demand advance payment or other suitable security for its remuneration claim. If the Client fails to comply with such demand, the Contractor may terminate the contract for cause pursuant to Clause 16.3 of these Terms and Conditions or withdraw from the contract and claim damages. With regard to the amount of damages, the provision set out in Clause 16.2 of these Terms and Conditions shall apply.

7.1 Acceptance or handover shall ordinarily be effected formally and without undue delay upon completion. The Client undertakes to attend the acceptance inspection in person or to be represented by a duly authorised representative. It is expressly acknowledged that, in exceptional cases, an acceptance inspection scheduled one hour prior to the opening of the trade fair shall not be deemed unreasonable.

7.2 Where the Client has commenced use of the work or any part thereof without a prior formal acceptance inspection, acceptance shall be deemed to have been effected by such act of use, unless defects precluding acceptance have been notified beforehand.

7.3 Any outstanding partial performances or notified defects shall be completed or remedied as promptly as possible. Insofar as they do not materially impair the function of the subject matter of the contract, they shall not entitle the Client to refuse acceptance.

7.4 Where the services consist of the staging of events, acceptance shall ordinarily take place on the occasion of dress rehearsals or trial runs; in the case of planning services, acceptance shall ordinarily be effected by way of the Client's approval of the respective deliverable.

8.1 The Client may only set off claims or assert a right of retention on the basis of claims that are undisputed, have been established by a final and non-appealable court decision (rechtskräftig festgestellt), or are ready for decision (entscheidungsreif). The prohibition of set-off shall not apply to a counterclaim arising from a defect that is based on the same contractual relationship as the Contractor's claim.

8.2 The Client's rights arising from this contractual relationship may only be transferred with the prior consent of the Contractor.

9.1 In the event of defects, the Contractor shall, at its option, either remedy the defect or effect a new delivery. In the event of failure, unreasonableness, or refusal of supplementary performance (Nacherfüllung), the Client may reduce the price or – in the case of defects that are not merely insignificant – withdraw from the contract or claim damages in accordance with Clause 10. Defects shall be notified without undue delay upon discovery; failing which, the defect in question shall be
deemed approved.

9.2 The limitation period for claims by the Client arising from a defect shall be one year. This shall not apply to claims for damages and reimbursement of expenses that relate to personal injury or damage to health, or that are based on intent or gross negligence.

9.3 The Contractor may refuse supplementary performance for so long as the Client fails to duly perform its contractual obligations, for example the obligation to make payment.

10.1 The Contractor's liability for damages and expenses arising from ordinary negligence (einfache Fahrlässigkeit) shall be excluded, unless the claims are based on a breach of contractual obligations the due performance of which is essential to enable the proper execution of the contract in the first place and on the fulfilment of which the Client may regularly rely (hereinafter: "cardinal obligations" / Kardinalpflichten), or unless claims relating to injury to life, body, or health are concerned.

10.2 Insofar as a cardinal obligation is breached through slight negligence, the Contractor's liability shall be limited in amount to such damages and expenses as are typically associated with the contract and foreseeable. The foregoing shall also apply to breaches of duty by the Contractor's vicarious agents (Erfüllungsgehilfen) and statutory representatives.

10.3 Damages or expenses up to a maximum of the contract value shall be deemed typically associated with the contract and foreseeable.

10.4 The Client shall be liable to the Contractor for all items provided on loan or rental, including the exhibition stand, up to the amount of the costs of restoration or, in the case of destruction or loss, the replacement value.

10.5 The Contractor's strict liability (verschuldensunabhängige Haftung) for defects of a rented item already existing at the time of conclusion of the contract (Section 536a of the German Civil Code – § 536a BGB) shall be excluded.

11.1 For transports arranged or carried out by the Client, the goods for dispatch shall only be insured up to the replacement value (Neubeschaffungswert) upon the express instruction and at the expense of the Client.

11.2 Obvious transport damage shall be reported to the Contractor without undue delay. In the case of shipment by forwarding agent (Speditionsversand), obvious damage shall be noted immediately on the consignment note (Frachtbrief). In the case of transport by rail, an official railway certificate (bahnamtliche Bescheinigung) regarding the damage shall be requested and forwarded to the Contractor. Claims against the carrier shall be assigned to the Contractor upon request.

11.3 Goods of the Client accepted by the Contractor for storage on the basis of a written confirmation shall, unless otherwise agreed, be insured by the Contractor at the expense of the Client for the duration of the storage up to the replacement value against fire, water damage, and burglary.

12.1 For transports arranged or carried out by the Client, the goods for dispatch shall only be insured up to the replacement value (Neubeschaffungswert) upon the express instruction and at the expense of the Client.

12.2 Obvious transport damage shall be reported to the Contractor without undue delay. In the case of shipment by forwarding agent (Speditionsversand), obvious damage shall be noted immediately on the consignment note (Frachtbrief). In the case of transport by rail, an official railway certificate (bahnamtliche Bescheinigung) regarding the damage shall be requested and forwarded to the Contractor. Claims against the carrier shall be assigned to the Contractor upon request.

12.3 Goods of the Client accepted by the Contractor for storage on the basis of a written confirmation shall, unless otherwise agreed, be insured by the Contractor at the expense of the Client for the duration of the storage up to the replacement value against fire, water damage, and burglary.

The Contractor may, in the course of performing its services, use AI-supported tools or other AI systems for, inter alia, text creation, image creation, image processing, or analysis. Where personal data is processed, the applicable data protection regulations shall be complied with. As a general rule, a final human review and editing of the AI-generated content is carried out in order to ensure quality, originality, and legal compliance. Prior to any further use, the Contractor shall verify whether independent human editing and sufficient originality are given. The requirements of the AI Regulation (Regulation (EU) 2024/1689), in particular with regard to labelling obligations, shall be complied with.

14.1 Proposals, plans, drafts, drawings, production and assembly documents, concept descriptions, descriptions of exhibition and event concepts, print templates, image, audio, and film material of the Contractor shall remain the property of the Contractor with all rights reserved, including in the event that such materials have been handed over to the Client. To the extent applicable, they are deemed to be entrusted to the Client within the meaning of Section 18 of the German Act Against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb, UWG). The Client undertakes to refrain from any other exploitation in any form whatsoever, in particular reproduction and distribution, the making of modifications, the disclosure to third parties, or the direct or indirect reproduction of designs. Any transfer of usage rights beyond those required for the performance of the contract, irrespective of whether industrial property rights or copyrights exist or not, shall require an express written agreement.

14.2 Unless otherwise agreed in writing, modifications to plans, drafts, concepts, etc. may only be made by the Contractor. This shall also apply where such documents have become the property of the Client.

14.3 It shall be presumed that the Client has breached the obligations set out in this section if the Client carries out exhibitions or events that substantially correspond to the plans and concepts of the Contractor. The Client shall, however, remain free to furnish proof to the contrary.

14.4 In the event of a culpable breach of the obligations set out in this section, in particular in the case of unauthorised reproduction of designs, the Contractor shall be entitled to damages in the amount of 50 percent of the agreed price. The Client shall remain free to demonstrate that no damage has occurred or that the damage incurred was less than the aforementioned amount; the Contractor shall equally remain free to demonstrate that a higher damage has been incurred.

14.5 Where materials or documents are provided by the Client for the purpose of rendering the services, the Client warrants that the production and delivery of the services rendered on the basis of such documents do not infringe any proprietary rights or copyrights of third parties. The Contractor shall not be obliged to verify whether the information and documents provided by the Client infringe any proprietary rights of third parties. The Client shall indemnify and hold harmless the Contractor against all claims arising from any infringement of such industrial property rights or copyrights.

14.6 The Contractor shall be entitled to record the event and to use the recordings together with background information about the project for the purposes of documentation as well as the Contractor's own public relations.

14.7 If so requested by the Contractor, the Client shall be obliged to name the Contractor in all publications.

15.1 The staff, hostesses, and promoters requested by the Client shall be briefed on the basis of the Client's written documents. The Client shall be responsible for ensuring that its documents are complete. The documents should in particular contain information on the place, date, and duration of the assignment, the contact person, the main scope of duties, and directions to the venue. In the absence of such information, proper fulfilment of the assignment cannot be guaranteed.

15.2 The fee agreed with the Contractor for staff, hostesses, and promoters provided by the Contractor shall be invoiced on the basis of actual hours worked, subject to a minimum of four hours per person per assignment day. All staff, hostesses, and promoters shall be provided with complimentary catering by the Client as agreed, i.e. cold and hot meals as well as beverages shall be made available. Adequate time shall be scheduled for the consumption of meals. If no meals and beverages are provided by the Client, the hostesses and promoters shall be entitled to procure meals and beverages on site. For an assignment period of at least six hours, the Client shall grant the hostesses/promoters a break of 30 minutes. For an assignment period of at least nine hours, the Client shall grant the hostesses/promoters a break of 45 to 60 minutes. Such break shall not form part of the assignment period. For each additional hour, the hostesses and promoters shall be entitled to a further five minutes of break time. The scheduling of break times shall be the responsibility of the Client.

15.3 The Client shall not be entitled to collect addresses of staff, hostesses, and promoters or to disclose them to third parties if such disclosure could result in potential solicitation. Follow-up bookings shall be processed through the agency.

15.4 Travel costs and expenses shall be invoiced on an actual cost basis. Flights shall be in economy class. Rail travel shall be in second class. Overnight stays shall be in single rooms at hotels of at least two-star classification (in accordance with the German classification system). Overnight stays are not included in the quotation and shall be invoiced separately.

15.5 If any of the staff, hostesses, and promoters provided by the agency are not required (including for reasons of force majeure), the agency shall invoice a minimum charge of four hours per day for each of the hostesses or promoters not required.

16.1 The Client shall be entitled to terminate the contract at any time.

16.2 1.2 If the Client terminates the contract without the Contractor having given cause for such termination, the Contractor shall in such case be entitled to remuneration for the services rendered up to that point, whereby services rendered shall also include third-party claims that the Contractor has commissioned in reliance on the performance of the contract. With regard to services not yet rendered, 40 percent of the remuneration agreed therefor shall be deemed to constitute saved expenses. The Contractor shall allow this amount to be set off against its remuneration claim, unless the Contractor demonstrates that the expenses actually saved were lower. Conversely, the Client shall remain free to demonstrate that the Contractor has saved higher expenses.

16.3 The right to terminate for cause shall remain unaffected. Such termination shall require that a prior written demand for the rectification of the cause for termination within a reasonable period has been issued and that such period has elapsed without remedy. Cause for termination shall exist in particular where the Client has persistently or seriously breached its contractual obligations and, in particular, fails to duly meet its payment obligations despite having been requested to do so.

16.4 In the event of termination for cause by the Contractor or withdrawal for reasons attributable to the Client, the foregoing provision of paragraph 2 shall apply mutatis mutandis. The Client shall remain free to demonstrate that no damage has occurred or that the damage incurred was less than the aforementioned amount. The assertion of further damages shall not be excluded.

17.1 The place of performance (Erfüllungsort) and the place of jurisdiction (Gerichtsstand) for all disputes arising from the contractual relationship shall be the registered office of the Contractor, provided that the Client is a registered trader (Vollkaufmann), a legal entity under public law (juristische Person des öffentlichen Rechts), or a special fund under public law (öffentlich-rechtliches Sondervermögen), or that the Client has its registered office abroad.

17.2 The contractual relationship shall be governed by German law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

17.3 Should any provision of these Terms and Conditions be or become invalid, the validity of the remaining provisions shall not be affected thereby.