The rental is exclusively under the following conditions:
They apply to all future transactions without explicit reference. Ancillary agreements and modifications require our written confirmation. The tenant's terms and conditions will not become part of the contract, even if we do not expressly contradict them.
The tenant specifies to the landlord, Brähler ICS Conference Technology International Congress Service AG, the desired technical scope, the exact period during which the facilities are to be operated, the location, and the intended seating arrangement.
The price stated in the offer for own performance is a fixed price, which may increase for special services. Special services include, for example, night work, remodeling, or expansion of the facilities. The third-party services mentioned in the offer, such as road usage fees, freight tariffs, and customs duties, are estimated and non-binding. The actual costs incurred will be charged.
The contract is concluded by the landlord's order confirmation. The basis of the contract is the offer made by the landlord with the conditions contained therein unless something else results from the order placement and explicit confirmation.
The tenant is obligated to make payment according to the agreed payment terms in freely convertible currency. In case of delay, the landlord will charge interest at a rate of 10% above the respective base interest rate.
The tenant ensures that the landlord has sufficient time for installation and dismantling as well as any remodeling of the facilities. It is his responsibility to prepare the conference room in a suitable condition for the setup. Tables and/or seating for the participants as well as for interpreters and technicians and space for the booths must be available in the intended arrangement. Operating power and lighting should be functional; heating should be available during the heating season, even during setup and dismantling. Throughout the rental period (setup and event), the tenant must ensure that the technology provided by the landlord is not disturbed by mobile communication devices. Before the start of the onsite setup work, the customer instructs Brähler ICS staff on all applicable occupational safety regulations. The customer is responsible for ensuring compliance with these regulations.
The landlord undertakes to keep the rented facilities operational, maintained, and dismantled as agreed, provided that the desired setup time is granted.
From the time of delivery of the facilities until their removal from the conference site, the tenant is liable for any loss and damage to the provided facilities. He must ensure that the event rooms are secured during non-conference times, secured storage rooms are provided, and that the provided material is neither stolen nor damaged during setup, the event, and dismantling.
The landlord is liable for its own breach of duty as well as for those of its vicarious agents in the event of intent or gross negligence to the extent of the foreseeable damage. This limitation does not apply to liability for injury to life, body, and health.
In the event of cancellation of the rental contract for reasons not attributable to the landlord, the agreed rental price plus VAT becomes due as follows:
a. Cancellation up to 90 days before the start of the conference: 20% b. Cancellation up to 30 days before the start of the conference: 40% c. Cancellation up to 14 days before the start of the conference: 60% d. Cancellation at a later date: 100%
Costs incurred for third-party services are to be reimbursed in addition. Cancellation is only possible for good cause. The tenant is allowed to prove a lower loss.
The issuance of INFRACOM® infrared receivers with headphones is the tenant's responsibility. He must provide the necessary auxiliary staff for this. By agreement, the landlord can take over the issuance of receivers at additional costs. Regardless of who issues them and by what procedure the receivers are issued, missing receivers and headphones must be charged to the tenant according to §7 of these General Terms and Conditions after the conference. To clearly determine incurred losses, the tenant receives receivers and headphones against a receipt before the conference. After the conference, a joint inventory and confirmation on a protocol will be conducted. This protocol is the basis for any required calculation. If a joint inventory is not possible by the tenant, it will be conducted by the landlord alone. Later complaints by the tenant are not possible. The following procedures for issuing are possible:
a. The landlord provides the tenant with receiver entitlement cards. These are to be labeled by the tenant with the participants' names and addresses and/or conference numbers and handed over to them. A clear identification of the participant based on the cards must be possible. If receivers are missing at the end of the conference, the tenant receives the corresponding cards to be able to request the devices back. Only if this is unsuccessful within 30 days will the landlord charge the tenant for these devices, with the assurance to refund the paid amount upon return of the devices in perfect condition within 2 years.
b. Receivers are issued against the surrender of participant IDs. The IDs must enable later identification. They must not exceed the dimensions of 45 x 149 mm. Otherwise, as per 10 a.
c. Receiver issuance only against an official ID. This procedure is only possible to a limited extent. Otherwise, as per 10 a.
d. Receiver issuance without formalities. The tenant bears the risk of loss.
The conference interpreters operate independently of the landlord. Agreements must therefore be made directly with them. The tenant is advised to work only with experienced conference interpreters. Upon request, conference interpreters will be named to the tenant.
The place of jurisdiction for both parties is Königswinter. German law applies.
Preamble Sales and services are exclusively under the following conditions. They also apply to all future transactions (deliveries and/or services), even if we do not refer to these conditions in individual cases. Ancillary agreements and changes require our written confirmation. The buyer's purchasing conditions will not become part of the contract, even if we do not expressly contradict them; our conditions are deemed recognized at the latest with the acceptance of the goods.
I. Offer
All offers are made in writing and are non-binding.
II. Prices
2.1 Unless otherwise agreed, prices are for delivery ex works.
2.2 If a price change occurs between the order placement and the delivery date, we are entitled to adjust the agreed prices accordingly if more than 6 weeks lie between the conclusion of the contract and the agreed delivery date. This particularly applies to changes in the costs of raw, auxiliary and operating materials, unfinished and finished products, personnel, packaging, freight, taxes and other levies, as well as other manufacturing, distribution, and administrative costs. The buyer has the right to withdraw only if the price increase significantly exceeds the rise in the general cost of living between the order and delivery.
2.3 For orders for which no prices have been agreed, we will charge our prices valid on the delivery date.
2.4 Prices are always plus value-added tax at the applicable rate at the time of delivery or service provision.
2.5 If we have taken over the assembly or installation and unless otherwise agreed, the buyer bears in addition to the agreed remuneration all necessary incidental costs such as travel expenses, costs for the transport of the tool and personal luggage as well as allowances.
2.6. The processing fee for submitted repairs and complaints is: a) €50 for items with a gross list price of less than €250, b) €100 for items with a gross list price equal to and greater than €250. The processing fee is considered during invoice issuance and credited to the invoice price. For collective deliveries, the processing fee mentioned above is calculated per submitted item. If it turns out during the processing of the repair or complaint that the order is not feasible or its execution is not necessary, the processing fee will be invoiced to the client, and the goods will be returned at their expense.
III Payment Conditions
3.1 The payment conditions mentioned in the order confirmation apply.
3.2 Checks are accepted only on account of performance; bills of exchange are not accepted.
3.3 In case of late payment, we charge default interest at a rate of 10 percentage points above the respective base interest rate. We reserve the right to claim higher damages. Prepayments are not subject to interest. Expenses of any kind are borne by the buyer.
3.4 If circumstances become known after the conclusion of the contract that are likely to diminish the buyer's creditworthiness, we are entitled to demand immediate payment or adequate security or, without obligation for compensation, to withdraw from the contract and to postpone the fulfillment of still to be executed orders. In the case of the buyer's cessation of payment or insolvency, all outstanding invoices become due immediately.
3.5 Offsetting is only permitted with undisputed or legally established counterclaims. The retention of payments due to any counterclaims not recognized by us or not legally established is not permissible, nor is offsetting with such claims.
3.6 Partial deliveries requested by the buyer are invoiced separately.
IV Retention of Title
4.1 The delivered goods remain our property until the payment of all claims arising from the business relationship, regardless of the legal basis. In the case of a current account, the retained title serves as security for our balance claim.
4.2 The buyer may resell the goods subject to retention of title in the ordinary course of business, but only for cash payment or under retention of title and under the condition that the claims from the resale pass to us. The buyer is not authorized to make other dispositions, in particular pledging or security transfer.
4.3 The buyer hereby assigns to us all claims against third parties arising from contracts, dispositions, or other legal transactions concerning the goods subject to retention, including his trade margin. If the goods are resold together with goods not owned by us at a total price or if the claim from the resale also relates to other services provided by the buyer, the part of the amount corresponding to the invoice value of the goods delivered by us is assigned to us with priority over the rest of the claim.
4.4 The processing of the delivered goods is carried out for us without us thereby incurring obligations. In the event of processing and combining our goods with other goods not owned by us by the buyer, we acquire co-ownership of the new item in proportion to the value of the reserved goods to the other goods at the time of processing or combining. In the event that the buyer has already established an expectancy right before processing the item, it is hereby agreed that an equivalent expectancy right arises in the newly created item through processing.
4.5 Despite the assignment, the buyer remains authorized to collect the claims arising from the contracts, dispositions, or other legal transactions according to item 4.3. Our authorization to collect the claims remains unaffected by that of the buyer. However, we will not collect the claims as long as there is no default in payment, insolvency, bankruptcy, or any other impairment of the seller's security interest on the part of the buyer. We can demand from him at any time the information necessary to assert our claims.
4.6 The buyer must immediately notify us of any impending or occurred access by third parties to the goods subject to our retention of title or the assigned claims, as well as other impairments, in particular through global assignments. The costs of defending against third-party interventions are borne by the buyer if he has not or not timely notified the seller and in the case of a successful intervention if the enforcement of the costs with the defendant as a cost debtor was attempted in vain.
4.7 We are entitled to demand the surrender of the goods owned by us if the buyer is in default of payment or violates the obligations incumbent upon him; item 8 applies accordingly. A right of retention cannot be asserted against this claim for surrender. In the event of default in payment, insolvency, bankruptcy, or any other impairment of the seller's security interest, we can revoke the authorization for resale or to collect the claims assigned to us. Asserting the claim for surrender and the seizure of goods owned by us by us do not constitute withdrawal from the contract.
4.8 At the buyer's request, we will release the securities to which we are entitled to the extent that their value exceeds the secured claim by 20 percent or more.
V Packaging, Shipping, and Transfer of Risk
5.1 The goods are packaged at the buyer's expense. Single-use packaging is not taken back.
5.2 The risk is transferred to the buyer as follows, even in the case of carriage paid delivery:
a) for deliveries without installation or assembly, when they have been dispatched or picked up. Deliveries are insured by us against the usual transport risks;
b) for deliveries with installation or assembly on the day of takeover in one's own operation or, if agreed, after flawless trial operation.
5.3 We only conclude transport insurance at the express request of the buyer and at their expense.
5.4 Any losses and damages must be reported immediately upon receipt of the goods – preferably before unloading – to the railway, the truck driver, or the parcel service driver. The buyer must have the complaints certified on the freight bill or the otherwise provided for negotiation transcript and send it to us within 2 days.
VI Delivery Deadlines and Delivery Obstacles
6.1 The delivery period begins with the notification of all circumstances essential for the execution of the order and the buyer's compliance with the agreed payment conditions. It is deemed to have been met if the readiness for dispatch has been communicated or the goods have left the factory by its expiry.
6.2 Agreed delivery deadlines are only approximate; minor exceedances are to be accepted as contract-compliant.
6.3 If we or our supplier are prevented from timely delivery by unforeseen events that he or we could not avert even with the reasonable care, such as energy or material shortages, operational disruptions, strikes, and lockouts in our industry or at our supplier, we are entitled, at our discretion, to extend the delivery deadlines by the corresponding duration or to withdraw from the contract entirely or in part in the case of not only short-term hindrance.
6.4 Penalty clauses and liability for damages caused by slight negligence for delays to non-essential legal goods, in particular health, body, and life, are expressly rejected, without prejudice to a statutory right of withdrawal.
6.5 If, after we have already been in default for reasons other than those mentioned in item 6.3, the buyer sets us a reasonable grace period in writing, he is entitled to withdraw from the contract after the fruitless expiry of this period. The buyer is only entitled to damages instead of performance if the delay is based on intent or gross negligence; they are limited in amount to the foreseeable damage.
6.6 The exclusion of liability according to 6.4 and the limitation of liability according to 6.5 do not apply if a commercial fixed transaction has been agreed in writing and we are responsible for the delay in delivery.
6.7 We are entitled to make partial deliveries as long as this is reasonable for the buyer.
6.8 If dispatch or delivery is delayed at the buyer's request by more than one month after notification of readiness for dispatch, storage fees of 0.5% of the price of the items of the deliveries can be charged to the buyer for each month started, but no more than a total of 5%. The proof of higher or lower storage costs remains open to the contracting parties.
VII Installation and Assembly
Unless otherwise agreed in writing, the following provisions apply for installation and assembly:
7.1 The buyer has to take over and provide in a timely manner at his expense:
a) the necessary items and materials required for assembly and commissioning, such as scaffolding, lifting devices, and other equipment, fuels, and lubricants, as well as for all industry-foreign ancillary work,
b) energy and water at the place of use including connections, heating, and lighting
c) sufficiently large, suitable, dry, and lockable rooms at the assembly site for storing the materials, tools, etc., and appropriate work and accommodation rooms for the assembly personnel; moreover, the buyer has to take the measures to protect the property of the supplier and the assembly personnel on the construction site that he would take to protect his own property,
d) protective clothing and protective devices that are necessary due to special circumstances of the assembly site.
7.2 Before the start of the assembly work, the buyer must provide the necessary information on the location of concealed electricity, gas, water lines, or similar installations as well as the required static information unsolicited. He must ensure that the setup and commissioning are not disturbed by mobile communication devices.
7.3 Before the start of the installation or assembly, the provisions and items required for taking up the work must be at the installation or assembly site and all preliminary work before the start of the setup must have progressed so far that the installation or assembly can be started as agreed and carried out without interruption.
7.4 If the installation, assembly, or commissioning is delayed by circumstances not attributable to the seller, the buyer must bear the costs for the waiting time and additionally necessary travels of the supplier or the assembly personnel to a reasonable extent.
7.5 The buyer has to certify to us weekly the duration of the working hours of the assembly personnel as well as the completion of the installation, assembly, or commissioning immediately.
7.6 If we request acceptance of the delivery after completion, it must be carried out by the buyer within two weeks. If this does not happen, acceptance is deemed to have taken place. Acceptance is also considered to have taken place if the delivery – if necessary after completion of an agreed test phase – has been put into use.
VIII Warranty for Material Defects
8.1 We are liable to the buyer according to the following provisions for damages incurred by him through the own use of the delivery item and because he has to stand in for damages from the resale. We are not liable if our assembly and operating instructions have not been followed and this has caused the defect or if the delivery item is disturbed by mobile communication devices.
8.2 We warrant for the goods delivered by us for flawless material, professional design, and manufacture. The warranty also extends to the fact that we have complied with the DIN standards, construction and testing principles, DVGW marks, official test certificates, and test reports valid at the time of manufacture, as far as we have referred to them in our sales documents. Furthermore, we are liable for damages that arise if our product-accompanying assembly and operating instructions are incorrect, provided we are at fault according to 8.10.
8.3 The information and descriptions made in our catalogs and brochures are only authoritative if deviations are not expressly pointed out. Should production-related or other reasons result in changes to the dimensions and weights stated in the catalogs and brochures, the buyer will be informed of the relevant changes in a binding offer. If the buyer accepts this offer by written declaration, only the changed performance data are binding. Acceptance of this offer is deemed to have been given if the buyer does not declare rejection within 2 weeks of receipt of the changed offer. Subject to different individual agreements, in particular the guarantee of certain properties, minor production-related deviations, in particular regarding the surface condition and the color tones within the usual tolerances, if they do not unreasonably impair the overall impression and the functionality of the delivery item, are to be regarded as corresponding to the agreed condition. The same applies to minor deviations from illustrations, dimensions, and weight information in our catalogs, brochures, offers, and written confirmations.
8.4 The buyer is obliged to examine the goods immediately after receipt. Complaints about the delivery, in particular all externally recognizable defects that can be detected with careful inspection, must be reported to us in writing before assembly and within 2 weeks of receipt of the goods. Other defects and any resulting consequential damages must be reported to us immediately, but no later than within 2 weeks after they were discovered or could have been discovered. The buyer must ensure that all necessary measures to minimize damage are taken immediately. We must be given the opportunity to inspect the defective parts and the damage on-site in an unchanged condition. The additional costs resulting from a delayed notification of defects are borne by the buyer. § 377 HGB remains unaffected. Only in urgent cases of endangering safety and to avert disproportionately large damages or if we are in default with the repair or have expressly agreed to it, does the buyer have the right to remedy the defect in the delivery item himself or through third parties. If these obligations are not observed, our warranty or liability expires.
8.5 Warranty claims expire in 12 months. This does not apply insofar as the law prescribes longer periods according to §§ 438 para. 1 no. 2 (buildings and items for buildings), 479 para. 1 (right of recourse), and 634 a para. 1 no. 2 (construction defects) BGB as well as in cases of injury to life, body, or health, in the event of an intentional or grossly negligent breach of duty by the supplier, and in the case of fraudulent concealment of a defect. The statutory provisions on suspension, interruption, and recommencement of the periods remain unaffected.
8.6 Insofar as we are liable for warranty according to the preceding provisions, we can either repair or replace the defective parts at our discretion free of charge or have them repaired or replaced by third parties. Insofar as the buyer and the specialist tradesman are entitled according to 8.4 to remedy the defect themselves or through third parties, we also replace the necessary removal and installation costs.
8.7 If we are not willing or able to remedy the defect, in particular if this is delayed beyond a reasonable period or fails in any other way, the buyer is entitled at his option to demand that the contract be reversed, the purchase price be reduced accordingly, or damages be paid according to the following provisions.
8.8 Claims of the buyer due to the expenses required for the purpose of subsequent performance, in particular transport, travel, labor, and material costs, are excluded, insofar as the expenses increase because the subject of the delivery has subsequently been moved to a location other than the buyer's branch, unless the transfer corresponds to its intended use.
8.9 Recourse claims of the buyer against us according to § 478 BGB (recourse of the entrepreneur) only exist to the extent that the buyer has not made any agreements with his customer that go beyond the statutory defect claims. Furthermore, no. 8 applies accordingly to the scope of the buyer's recourse claim against us according to § 478 para. 2 BGB.
8.10 We are liable for our own breach of duty as well as for those of our vicarious agents or assistants in the case of slight negligence only in the event of a breach of our obligations according to 8.2, limited to damages up to a maximum amount of €1 million per damage event. Any further liability is excluded. This limitation does not apply to liability for injury to life, body, and health.
IX Return of Goods
Goods delivered by us that are free of defects will not be taken back as a matter of principle. If we exceptionally agree to this in individual cases after prior written agreement, we will credit the buyer with the invoice amount minus 20% for inspection and handling costs and for lost profits. Necessary reprocessing costs will be charged additionally. The buyer bears the risk and costs of transport.
X Property Rights
10.1 Unless otherwise agreed, we are obliged to provide the delivery only in the country of the delivery location free from industrial property rights and copyrights of third parties (hereinafter: property rights). If a third party asserts justified claims against the buyer due to the infringement of property rights by deliveries provided by us and used in accordance with the contract, we are liable to the buyer within the period specified in 8.5 as follows:
a) We will either obtain a right of use for the deliveries concerned, change them so that the property right is not infringed, or exchange them at our expense and discretion. If this is not possible for us under reasonable conditions, the buyer has the statutory rights of withdrawal or reduction.
b) The above-mentioned obligations of us only exist insofar as the buyer immediately notifies us in writing of the claims asserted by the third party, does not acknowledge an infringement, and all defensive measures and settlement negotiations remain reserved for us. If the buyer discontinues the use of the delivery for damage minimization or other important reasons, he is obliged to point out to the third party that the discontinuation of use does not constitute an acknowledgment of a property right infringement.
10.2 Claims of the buyer are excluded insofar as he is responsible for the property right infringement.
10.3 Furthermore, claims of the buyer are excluded insofar as the property right infringement is caused by special specifications of the buyer, by an application not foreseeable by us, or by the fact that the delivery is changed by the buyer or used together with products not supplied by us.
10.4 In the event of property right infringements, the claims of the buyer regulated in no. 10.1 a) are otherwise subject to the provisions of no. 8.
10.5 In the case of other legal defects, the provisions of no. 8 apply accordingly.
10.6 Further or other than the claims regulated in this paragraph of the buyer against us and our vicarious agents due to a legal defect are excluded.
XI Property Rights
The signs BRÄHLER ICS congress systems AUTOMIC; AUTOMIC-plus; DIGIMIC; DIGIVOTE, CONGRESS DATA SYSTEM; CDS Virtual Audio Network VAN; CDS Virtual Audio Network VAN, MULTICOM, and INFRACOM in combination with other sign components are our registered trademarks. We are the owner of the exclusive rights of use of the programs and products provided by us. The buyer is not entitled to reproduce and/or have reproduced the aforementioned programs and products in whole or in part without our prior written consent.
XII Place of Fulfillment, Jurisdiction, Choice of Law
12.1 The place of fulfillment for delivery is the respective shipping location, for payments our seat.
12.2 The exclusive place of jurisdiction, also for check and bill of exchange lawsuits, is in Königswinter.
12.3 Exclusively German law applies. The UN Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG) does not apply.
