GTC

General Terms and Conditions WD&B Creativer Messebau GmbH

§ 1. Contract conlusion

a) The delivery of all items takes place by virtue of a written agreement (written order confirmation) and in accordance with these Terms and Conditions. Verbal ancillary agreements are only binding for us if we confirm them in writing.b) Only properties to which we have explicitly referred in writing as warranted shall be deemed such. Amendments and supplements of the agreements reached require written confirmation.c) The agreement must specify the items to be delivered in detail, stating the prices to be paid, and preferably set a mandatory delivery date.d) If the provisions are substantially changed and a delay in delivery is to be expected, we are no longer bound by the original delivery date, or the delivery deadline, subparagraph c).A new mandatory deadline must be agreed. If such an agreement is not reached, the delivery deadline according to subparagraph c) shall start from the time of the amendment to the agreement.e) So long as the Buyer fails to perform incumbent actions which we require to fulfil the contract, e.g. documents supplied by him etc., the delivery deadline shall not commence.f) Our sales and delivery conditions also apply ifthe Buyer bases its order on general delivery conditions deviating from our terms and conditions.We hereby object to any of the Buyer's confirmations with deviating terms.

§ 2. Delivery and acceptance

a) As the Seller, we are obliged to observe the agreed delivery date or the delivery deadline. Delivery dates and delivery deadlines are deemed to have been observed if we indicate the deployment by the expiration or the agreed date.If the deadline is culpably exceeded by more than a month, the Buyer is entitled to withdraw from the contract by written declaration. If we, as the Seller, exceed the delivery date or the delivery deadline by more than a month without this being our fault, we mayalso withdraw from the contract by written declaration. Further claims are excluded.b) Cases of force majeure and other events in our, or a supplier’s, operations not within our sphere of influence, such as breakdowns of any kind, difficulties in the purchasing of materials or energies, transport delays, industrial disputes etc., prolong the delivery deadline or postpone the suitable delivery date. However both contracting parties also have a right to withdrawal according to subparagraph a).c) Provided that nothing is stipulated to the contrary, the delivery must be accepted within 14 days after receipt of the deployment notification by the contracting party or his agents accepting the object of purchase. Acceptance cannot be refused based on circumstantial defects. Partial deliveries are acceptable, provided the Buyer's legal interests are not excluded.

§ 3. Transfer of risk and dispatch

a) The risk shall pass over to the Buyer with the delivery of the goods to the carrier or haulier, and at the latest when dispatched from our company - even when free freight delivery is stipulated. If the dispatch is delayed for reasons for which the Buyer holds responsibility, risk is transferred with the notification that the goods are ready for dispatch. The Buyer shall bear the storage costs after risk has been transferred.b) Shipping and packaging are at our discretion. Unless stated differently, we deliver freight forward to the place of destination or train station. Freight and carriage from the place of destination to the unloading area is to be borne by the Buyer.c) Insurance of the delivery against damage during transport is obligatory. This also applies to rental stands, which are transported and mounted by us. Costs incurred for this are to be charged to the Buyer's account.

§ 4. Payment and Payment default

Our invoices are always paid in full within 10 days from the invoice date. They are drawn up as follows: For business delivery: For rental stands and furniture: 1/3 deposit when ordering, 1/2 deposit when placing an order, 1/3 upon completion, 1/2 upon delivery, 1/3 upon transfer of service.b) The contracting party is only entitled to a right of detention if and when it is based on the same contractual relationship. c) A compensation for our claims is only possible with indisputable or legally confirmed claims.d) If the Buyer defaults on payments or payments are deferred, interest amounting to 5% above the respective bank rate of the German Federal Bank becomes due. This shall not affect right to assert a higher related damage. Furthermore for every reminder issued, EUR 15 plus VAT will be charged.e) Payments by bills of exchange are only accepted by prior agreement. The Customer must pay discount charges, commissions, changes in fees and the like immediately.

§ 5. Installation

The Orderer shall provide any approval required for the possible undertaking of work required and bear the costs.
The Orderer shall take out insurance on all parts against fire, water, theft and other risks at the start of the installation. Likewise, the latter must ensure adequate monitoring of the construction site and accept liability for any damage resulting for us from thefts and burglaries.
 The Orderer is liable for any damage to the rental property from the transfer to the return.
The costs for the connection and consumption of water, electricity, telephone, telefax, the costs for sprinkler systems and waste disposal etc., are borne by the Orderer of the trade stand.
This also applies if the application has been granted by us on behalf of the client.

§ 6. Retention of ownership

a) We reserve the right to ownership of all goods supplied by us, until the Buyer has paid all, including any future, liabilities - irrespective of the legal reason – resulting from the business relationship.

b) The Buyer is only entitled to sell the delivered goods (reserved goods) or to incorporate them in a third-party’s property, as part of normal operations.

c) If the retail price is deferred for the customer, the Buyer shall reserve the right to the ownership of the sold goods on the same terms, under which we reserved the right to the ownership during delivery of the reserved goods.
Without this reservation, the Buyer is not authorised to resell the goods.

d) The Buyer hereby passes any purchase price claims against the Seller to which it becomes entitled to us.

e) If the reserved goods are incorporated into the property of a third-party
(also as part of a total order), the Buyer’s compensation claim against the third party amounting to the retail price to which we are entitled for the incorporated goods shall be passed to us up front.

f) The Buyer is only entitled and authorised to resell or use the reserved goods for another purpose if it is guaranteed that
the claims are passed to us according to d) and e)

g) The assignment of the claims should provisionally equitable, i.e.
the customers are not informed. The Buyer is authorised to collect the claim until further notice; it is however not entitled
to dispose of the claims in any other way, e.g. through transfer.
We are entitled to revoke the claim's debit mandate and to collect the claims ourselves. However, we shall refrain from this as long as the buyer complies with its financial obligation properly.
At our request the Buyer shall notify the customer of the transfer. At our request, it is further obliged to indicate the customer names and the amount of the transferred claims and provide us with all information necessary for the enforcement of the transferred claims.

h) If the value of the securities applying to us exceeds our claims by more than 15%, we are obliged at the Buyer’s request to release the securities at our discretion.

i) The Buyer is further obliged to inform us in writing of any pledges regarding the goods and the transferred claims by third parties or of other claims that third parties assert concerning the goods, immediately. In the case of pledges, a copy of the bailiff’s return and an assurance in lieu of an oath must be sent to us at the same time, as proof that the retention of ownership in the present terms and conditions still applies and that the pledged goods belong to those that are subject to the agreed retention of ownership; if claims are pledged, an assurance in lieu of an oath must be made that these are claims which have arisen from the sale of the reserved goods.

j) The Buyer is obliged to provide us with information at any time on the whereabouts of goods delivered under the retention of ownership at our request and also inform us of any reselling of existing claims.

§ 7. Industrial property rights

Sketches, drafts, etc. remain our property. They are protected by copyright. A transfer, including of a copy, to third parties is prohibited without our explicit consent in writing. If projects are not carried out or are implemented by another company, the owner may purchase the copyrights from us in return for an adequate payment.

§ 8. Warranty

a) Defect claims must be reported to us promptly and in writing within 8 days of the transfer of service, however for rental stands sufficiently promptly so that a joint inspection of the rental object is still possible. Defect claims do not affect the agreed terms of payment.b) In the case of defect claims regarding the delivered goods, we are obliged to rectify or replace the goods with similar or equally suitable goods. Further claims are excluded, as long as we are not guilty of gross negligence.c) Warranty does not apply if the Buyer hinders or prevents a check for the existence of claims, which also includes not sending the parts requested by us.   Further omitted are damages, which arise from non-compliance with operational standards or if the goods delivered by us are repaired or changed without our written consent

§ 9. Liability

Also excluded from the warranty are all liabilities, even for direct or indirect damage bought about as part of the existing contract negotiations, provided that we are not guilty of gross negligence on our part. This also applies to compensation claims due to the absence of a property, regarding any consequential damage that might arise.

§ 10. Place of jurisdiction

For all current and future claims from business contacts with fully qualified traders, as well as claims which are asserted as part of a default action, the exclusive place of jurisdiction is the main office for the Seller.
The same place of jurisdiction applies if the Buyer has no domestic place of jurisdiction, moves its place of residence after the contract conclusion or has relocated from its usual domestic headquarters or if the place of residence or usual domicile is not known at the time of the commencement of proceedings.

§ 11. Liability of the contract

The contract also remains if individual clauses become invalid.