General Terms and Conditions of Prisma Plan Ing.-GmbH1. General terms
All legal transactions and offers made by Prisma Plan Ing.-GmbH are only based on the following terms and conditions. This also applies to all future legal transactions. Terms and conditions of the customer that may deviate from these terms and conditions are not valid; this also applies if not expressly contradicted. The terms and conditions apply both to the rental lease of system components for exhibition stands as well as to individually produced exhibition stands. In principle, the exhibition stands are only for hire for the duration of a trade show. Therefore, all delivered parts are only rented, unless the parts are expressly stated as sales items in the offer and/or order confirmation. Offers which we make are only intended for the initiation of the contract and are therefore non-binding, unless they have been declared in writing as being binding. The conclusion of the contract shall only come into force if we give the customer an order confirmation following the order placement. Should our order confirmation not be contradicted within 14 days, the contract is considered concluded.
The written form is respected using fax or email.
These terms and conditions are part of our order confirmation. A corresponding note is indicated in our correspondence with our customers.
Unless otherwise agreed, all prices exclude VAT. All prices relate to rental for the duration of the respective trade fair, unless otherwise agreed.
Costs charged directly to the trade fair:
• - suspension points,
• - connection and usage of electricity/water/air
• - disposal during set-up and dismantling, and the duration of the trade fair,
• - telecommunications,
• - compressed air,
• - stand cleaning,
• - stand security,
• - costs of stand rental,
• - early set-up,
• - fire extinguishers (depending on booth size).
• - storage cost of packaging client-side
• - structural analysis,
• - guarantee
Storage of customer property: standard pallet stackable € 18.00 per month, non-stackable € 29.00/m3.
3. Delivery time and delivery delay
Prisma Plan Ing.-GmbH's compliance with the delivery and performance obligations requires the timely and proper fulfilment of the customer's obligations. This includes the timely receipt of all documents to be provided by the customer, the timely clarification and approval of the plans, no on-site obstructions, compliance with the agreed terms of payment and other obligations of the customer. Should these conditions not be fulfilled in time or in full, the delivery period is extended accordingly.
If our delivery is delayed or made impossible by an inevitable situation, which we are not responsible for, we are exempt from the delivery for the duration of the hindrance and its repercussions. Damage claims against us shall be excluded.
In the case of non-compliance with an agreed deadline, the customer is entitled to withdraw from the contract to the exclusion of further rights. This also applies if we inform the customer that we are not able to complete the service on time due to circumstances beyond our control or due to force majeure - whether from our side or a third-party contracted by us. We are only obliged to pay damages if we are not responsible for the timely performance according to point 4 (limitation of liability).
We shall immediately inform the customer of a delay in our delivery or service. Dispatch route and type are, unless otherwise agreed, left to our choice. The goods are insured at the request and expense of the customer. Once the goods have been dispatched, the risk passes to the customer. Should the dispatch be delayed for reasons which are within the customer's or their agent's sphere of influence, the risk is transferred when the delivery is ready for dispatch.
4. Limitation of liability
We are not liable for the minor negligent breach of insignificant contractual obligations. Our liability for defects is excluded except in the case of intent, gross negligence or breach of essential contractual obligations. Insofar as we are liable for defects, the liability is limited to foreseeable damage not due to extraordinary circumstances.
The customer's claims arising from product liability or damage to our body or health as well as in the case of loss of the customer's life or that of their agent shall remain unaffected.
5. Terms of payment
Payment must be made without deductions immediately after receipt of the invoice. For trade fair stands, we calculate 50% of the total order approx. 4 - 6 weeks prior to the start of the trade fair and the remaining amount for handing over the stand. Should payment not have been made in time for the handover of the stand, the stand will not be relinquished until the payment is completed. We reserve the right to apply other payment terms as well. These will be explicitly mentioned in the order confirmation. The customer is only entitled to set-offs should their counterclaims be legally effective, uncontested or recognised by us.
In the event of a payment delay, we shall be entitled to withdraw from the contract without a notice setting out the consequences of non-compliance and are entitled to demand compensation for the planning and preparation services rendered. In the event of a payment delay following services rendered, a handling fee of € 10.00 will be charged per letter or email. Costs incurred following the second reminder are charged separately by a collection service. Interest on arrears is determined within the framework of the statutory provisions.
Payment by cheque and bills of exchange will be paid as conditional payment. We are entitled to refuse to accept bills of exchange and cheques. The discount charges are calculated from the date the invoice is due. Should the customer not fulfil their payment obligations, in particular if they do not redeem a cheque or bill of exchange, or suspend their payments, we shall be entitled to the immediate payment of the entire outstanding amount, even if we have accepted cheques or bills of exchange. In addition, we are then entitled to demand pre-payments.
6. Safety measures/ obligations towards customer data
Cabins, showcases and other lockable furniture are not burglar proof. The locking mechanisms serve merely as a break-in inhibitor in a psychological sense. It is therefore urgently recommended to organise stand security. The customer is also recommended to suitably insure both the complete rented property (exhibition stand) as well as exhibition pieces or the like. We are not liable for items which the client (customer) left behind at the stand.
Graphics and other documents, which are to be produced and set up by us, on behalf of the customer, are the responsibility of the customer. We neither investigate any infringement of property rights nor check the correctness of the documents. The client shall indemnify us from all possible claims for damages by means of legal violations as well as for writing and colour errors.
In principle, we do not store items belonging to the customer. Should storage be desired in individual cases, this requires that a corresponding written order has been issued and confirmed. We shall only be liable for the items stored in case of intent or gross negligence.
8. Arrangement for lease agreements
The rented property is entrusted exclusively for the agreed purpose and period. A proper termination of the rental contract, before the commencement of work, is excluded. Sub-letting is only permitted to co-exhibitors at the same trade fair stand, whereby the liability for the rental property remains with our client.
The condition and completeness of the rental object shall be checked by the customer upon receipt. A handover certificate is created for the transfer (acceptance process). Acceptance takes place at the agreed time. The customer is obliged to accept the goods, as long as the pre-requisites are fulfilled. Should the client (customer) or the person appointed by them not be present at the agreed handover date, the Prisma Plan Ing.-GmbH employee shall wait one hour without incurring additional costs. Should the customer exceed the appointment for the handover by more than two hours, the exhibition stand and the rented items are deemed as having been delivered correctly and without defects, even if no signed handover certificate could be produced.
Since the rented goods are second-hand materials and things, normal signs of wear do not constitute a claim for reimbursement, replacement or return. This also applies to colour and surface deviations typical of the material. The rented property was cleaned after the exhibition stand was completed. No rectification may be required for contamination caused in the exhibition hall by the surrounding trade fair construction. It is strongly advised to commission professional stand cleaning for the evening before the start of the fair, since the dust in exhibition halls, in our experience, only settles by the evening before the show.
The risk of accidental loss or damage will pass to the lessee when the rented goods have been handed over. The customer shall report loss or damage to the rented goods immediately. The customer's risk is terminated by returning the goods to us. Should the customer depart after the trade fair, all mobile items such as chairs, stools, brochure stands, etc. must be locked in the cabins as far as possible and the keys placed at the agreed location.
The customer is liable to encumbrance for all losses and damages to the rented property during the period in which the rented property is in their care. The customer shall provide compensation for all necessary expenses for the manufacture or repair of the leased goods, the maximum being its value at the time it is handed over to the customer. We advise that the rented property is insured against loss, damage and vandalism at the customer's expense. We can indicate the insurance value of the leased objects upon request.
The lease ends with the end of the respective event (fair) and dismantling begins immediately at this time, unless agreed otherwise. Goods left behind at the exhibition stand shall be disposed of without obligation to pay compensation.
The customer is responsible for the care and supervision of the entire rental object from the date of the handover up to two hours after the end of the trade fair. Should the customer violate the obligation for care and supervision, they are obliged to provide compensation for the resulting damages.
9. Retention of title
The delivered goods remain our property until full payment of the agreed price has been received. In the case of delivery to merchants, the goods shall remain our property until payment of all claims arising from the business relationship and future claims has been effected as well as until bills of exchange and cheques have been redeemed. Should the buyer have an open account, the retention of title shall serve as a security for an outstanding balance.
The customer is permitted to resell the objects in the course of regular business transactions. The customer already assigns their claims to us from the resale of the reserved goods, in particular the payment claim against their customers. We herewith accept this assignment. At our request, the customer is obliged to notify their debtors of the assignment. The claims and names of the debtors must be communicated to us.
The customer is entitled to collect receivables arising from resale. In the event of a delay in payment, or if circumstances become known to us which are commercially reasonable to reduce the creditworthiness of the customer, we are entitled to revoke the right of subrogation.
For us as a manufacturer, processing the goods subject to retention of title takes place within the meaning of § 950 of the German Civil Code (BGB) without any obligations arising from this. If the goods subject to retention of title are processed with other items not belonging to us, then we shall acquire co-ownership of the new item according to the ratio of the invoice value of the goods subject to retention of title, to the invoice value of the other used goods at the time of processing.
It is prohibited to assign our goods as security. In the case of access by third parties to the goods subject to retention of title, in particular pledges, the customer shall provide information regarding our ownership of the goods and immediately notify us by sending us a copy of the seizure report.
We are entitled to rescind the contract if the customer violates the contract and to demand the return of goods delivered by us.
Should the value of the collateral granted exceed our claims by more than 20%, we shall be obliged to re-transfer or release the collateral upon the customer's request and at our discretion.
10. Rights of the customer in case of defects
The customer must inform us in writing without delay, but at the latest within one week after receipt of the goods. Defects which cannot be detected by careful examination within this period must be communicated to us immediately upon their discovery.
In the event of justified complaints, we have the right to repair or provide replacement, at our discretion, within a reasonable period of at least 14 days. Should the rectification fail, the customer may withdraw from the contract, if the non-conformity is not a minor infringement. In addition, the customer may be entitled to demand damages or compensation. The claim for rectification is activated separately for each defect. The customer does not have the right to demand a reduction in the event of insignificant defects.
Customer claims due to the expenses necessary for purposes of the rectification, in particular transport, route, labour and material costs, are excluded to the extent that the expenses increase because the delivery item has subsequently been moved to another place by the customer or a third party, unless the shipment corresponds to the intended use of the delivery item or was agreed to when the contract was concluded.
Customer claims due to defects lapse after 12 months. This shall not apply insofar as the law in § 438 para.1 No.2, §479 para.1, and §634 para.1 No. 2 of the German Civil Code (BGB), namely for buildings and items for buildings, recourse claims and construction defects.
11. Copyright and other intellectual property rights
The design documents, the planning, drawing, production and assembly documents as well as the design and the conceptual description remain our intellectual property. This also applies in particular to design documents presented as part of an offer. The customer is not entitled to duplicate or recycle the resulting documents nor to pass them on to third parties without our consent. Furthermore, the customer is not entitled to create replicas from it.
Should the customer violate the copyrights or protective rights, they are obliged to pay a contractual penalty of 80% of the rental amount agreed to between the parties for the affected rental property, but no less than € 10,000.00. The penalty shall be deducted from any compensation. Rights to forbearance shall remain unaffected.
Even after payment of the agreed rental price, we continue to own the copyrights to the documents mentioned above. We are entitled to affix our company name or that of the company commissioned by us (in an appropriate size) to the objects manufactured by us or according to the customer's plans. This last relates to exhibition stands in particular. We are also entitled to publish pictures of the delivered services free of charge and without the consent of the customer, or to use them for advertising purposes.
12. Cancellation by the customer
The customer has the right to terminate (cancel) upon written notice. The termination must be in writing to be effective. In the event of canvellation, the client is obliged to pay 30% of the order amount if cancelled later than 60 business days before the start of the trade fair 60% of the order amount if cancelled later than 10 business days before the start of the trade fair 80% of the order amount as compensation to prisma plan Ing.-GmbH. For the time of cancellation, the receipt of the letter of cancellation by prisma plan Ing.-GmbH is decisive.
13. Data processing
We shall be entitled to process and retain data relating to the business relationships or related to the customer, whether these originate from the customer or third parties, according to the Data Protection Act. We guarantee that customer data shall not be passed on if this is not necessary for the execution of the order.
14. Jurisdiction and applicable law
Jurisdiction for any disputes arising from the contractual relationship is Herne, Germany provided the customer is a businessman, a legal entity under public law or a special fund under public law. However, we may choose to use of the competent court based at the customer's headquarters.
The law of the Federal Republic of Germany applies to all legal relations between us and the customer, excluding the 1980 Vienna Sales Convention (CISG), even if the customer has their domicile or place of residence abroad.
Should any provision of these Terms and Conditions be or become invalid, the validity of the remaining provisions of these Terms and Conditions shall remain unaffected. Invalid provisions of these Terms and Conditions shall be replaced by ones closest to the intended effectiveness of the invalid provision. We reserve the right to amend these General Terms and Conditions at any time and without prior notice.
Current status: March 2020