General Terms and Conditions of Servicebroker GmbH, Metzstrasse 14b, 81667 Munich, Germany
§ 1 Scope of application
(1) General:
We, Servicebroker GmbH, Metzstrasse 14b, 81667 Munich, Germany (hereinafter referred to as "we"), provide our services exclusively based on these General Terms and Conditions to clients acting commercially or independently (including associations, organisations, authorities, cities, etc., but not consumers).
The following applies to the use of software systems and platforms:
By purchasing or registering for an event via the platform, a contract regarding the right to attend the event is concluded exclusively between the respective participant and the organizer named in the event offer. Servicebroker has been commissioned by the organizer to arrange the registration and registration options set up via the platform for the respective event, to process the payment transactions with the participants via a licensed payment service provider and to send the registration confirmations to the participants. Servicebroker is not the organizer of the events offered via the platform, is therefore not responsible for these events and is in particular not liable for the cancellation of an event or the non-fulfilment of the contract by the organizer. In addition, each organizer decides for itself what information it makes available in connection with its event. Servicebroker does not influence this; the responsibility for the accuracy of the information lies with the organizer. The organizer is responsible for the proper fulfilment of all applicable statutory information obligations.
(2) Validity also for future orders:
These General Terms and Conditions shall also apply to your future orders unless otherwise stipulated therein.
(3) Your General Terms and Conditions:
Your General Terms and Conditions shall only apply if we have expressly agreed to them in writing.
(4) Amendment of our GTC in the future:
We are entitled to amend these GTC for the current contractual relationship even after the conclusion of the contract. We will notify you of the respective amendment in writing and point out to you that the respective amendment will become an object of the existing contract between us if you do not object to this amendment in writing within six weeks from notification of the amendment. If you do not object within these 6 weeks, your silence will be deemed to be consent to the change.
This procedure shall not apply if we repeatedly place individual orders with you within the framework contract subject to these GTC and expressly refer to the amendments to the GTC and their inclusion from this individual order onwards when placing a new individual order. If the contract for this new individual order is concluded with your consent, the amended GTC shall apply without any objection period commencing.
§ 2 How and when is a contract concluded between you and us?
(1) Who makes the offer, and who declares acceptance?
An "offer" from us is only considered a formally legally binding offer for the conclusion of a contract if we also expressly designate it as a binding offer.
Otherwise, your declaration that you wish to accept our "offer", our cost estimate or similar, is formally the legally binding offer for the conclusion of the contract.
(2) Until when must the offer be accepted?
You are bound to your offer for 4 weeks, which means we have 4 weeks to accept your offer. The contract between you and us is therefore bindingly concluded if we accept this offer within this period.
(3) Binding nature of statements made by our employees/service providers:
Our employees or freelancers are not authorised to make verbal subsidiary agreements or to give written assurances that go beyond the actual contract unless we have expressly designated this person as authorised beforehand.
The following applies to the use of software systems and platforms:
With the information provided on the platform, the organizer submits an offer to conclude a contract with the participant. The participant accepts the offer to conclude a contract by clicking on the corresponding order button in the respective order screen. Effective acceptance of the offer by the participant requires that the participant has filled in all required mandatory fields in the order form and has accepted these GTC for participants of Servicebroker and, if applicable, the organizer's own booking conditions. Immediately after the conclusion of the contract, the participant shall receive confirmation of the conclusion of the contract by e-mail to the e-mail address specified by the participant in the billing data. The participant is obliged to inform the organizer if he has not received this confirmation e-mail or has not received it in time. Depending on the organizer's settings, the participant may also be provided with a link to the platform via which the participant can view their booking online at any time.
§ 3 Subject matter of the contract
(1) General:
a. You are the organiser, unless otherwise expressly agreed.
b. The subject matter of the contract results from the individual offer or the service description.
c. The subject matter of the contract is based on the state of the law and the state of the art at the time of the preparation of the calculation and the offer.
d. In the case of the provision of objects, § 9b of these GTC shall also apply.
(2) Special features in the case of agreed hotel accommodation:
a. Unless otherwise expressly agreed, there is no entitlement to the provision of specific rooms within a room category.
b. Ordered rooms are available to you or your guests from 15:00 local time unless otherwise agreed.
c. On the agreed day of departure, the rooms must be returned vacated by 11:00 a.m. local time at the latest, unless otherwise agreed. For any use beyond this time, we may charge a usage fee amounting to 100% of the accommodation price valid on that day (list price). You reserve the right to prove that no damage or lesser damage has been incurred. We are at liberty to prove higher damages, which we can then charge.
d. The sub-letting or re-letting of the rooms provided as well as their use for other than purely accommodation purposes require our prior written consent.
(3) Substitution of services:
We may substitute the agreed services with other equally suitable services if the substitution is reasonable for you and the purpose of the contract is not jeopardised or impaired thereby.
(4) Use of subcontractors and sub-suppliers:
We are entitled to use subcontractors (or sub-subcontractors) to fulfil our performance obligations.
(5) Reservation of availability:
All services offered are provided subject to the respective availability at the time of the conclusion of the contract by us.
If a service offered is no longer available at the time of demand and/or is no longer available at the price offered, we will inform you of this without delay and, if requested, make a new offer. For the rest, see section 6 below.
(6) Dependence on third parties and circumstances:
In event planning, it is naturally unavoidable that many important key points cannot be agreed upon unalterably from the outset (e.g. several participants, programme, etc.): Often one "building block" is dependent on other "building blocks", likewise the client must agree or the commissioning of service providers is dependent on the consent or approval of the client.
It is therefore agreed that we are only responsible for the availability of third-party services at the time of the event if this is expressly assured by us or insofar as we do not refer to any deadlines for approval by you within the scope of our offer or in individual cases.
In this respect, we do not accept any responsibility for (consequential) damage resulting from a late or delayed release of individual services by you.
For the rest, see section 5 above.
(7) Delays caused by you:
Delays that arise due to your failure to cooperate promptly or otherwise without
not provided immediately, we shall not be held responsible for any delays.
We are also not responsible for poor performance resulting from the aforementioned delays so your warranty claims are excluded in this respect if we have informed you of the legal consequence within a reasonable period. Should the deadline subsequently prove to be unreasonably short, it shall be replaced by a reasonable deadline.
§ 3 Subject matter of the contract
(1) General:
a. You are the organiser, unless otherwise expressly agreed.
b. The subject matter of the contract results from the individual offer or the service description.
c. The subject matter of the contract is based on the state of the law and the state of the art at the time of the preparation of the calculation and the offer.
d. In the case of the provision of objects, § 9 b of these GTC shall also apply.
(2) Special features in the case of agreed hotel accommodation:
a. Unless otherwise expressly agreed, there is no entitlement to the provision of specific rooms within a room category.
b. Ordered rooms are available to you or your guests from 15:00 local time unless otherwise agreed.
c. On the agreed day of departure, the rooms must be returned vacated by 11:00 a.m. local time at the latest, unless otherwise agreed. For any use beyond this time, we may charge a usage fee amounting to 100% of the accommodation price valid on that day (list price). You reserve the right to prove that no damage or lesser damage has been incurred. We are at liberty to prove higher damages, which we can then charge.
d. The sub-letting or re-letting of the rooms provided as well as their use for other than purely accommodation purposes require our prior written consent.
(3) Substitution of services:
We may substitute the agreed services with other equally suitable services if the substitution is reasonable for you and the purpose of the contract is not jeopardised or impaired thereby.
(4) Use of subcontractors and sub-suppliers:
We are entitled to use subcontractors (or sub-subcontractors) to fulfil our performance obligations.
(5) Reservation of availability:
All services offered are provided subject to the respective availability at the time of the conclusion of the contract by us.
If a service offered is no longer available at the time of demand and/or is no longer available at the price offered, we will inform you of this without delay and, if requested, make a new offer. For the rest, see section 6 below.
(6) Dependence on third parties and circumstances:
In event planning, it is naturally unavoidable that many important key points cannot be agreed upon unalterably from the outset (e.g. several participants, programme, etc.): Often one "building block" is dependent on other "building blocks", likewise the client must agree or the commissioning of service providers is dependent on the consent or approval of the client.
It is therefore agreed that we are only responsible for the availability of third-party services at the time of the event if this is expressly assured by us or insofar as we do not refer to any deadlines for approval by you within the scope of our offer or in individual cases.
In this respect, we do not accept any responsibility for (consequential) damage resulting from a late or delayed release of individual services by you.
For the rest, see section 5 above.
(7) Delays caused by you:
Delays that arise due to your failure to cooperate promptly or otherwise without
not provided immediately, we shall not be held responsible for any delays.
We are also not responsible for poor performance resulting from the aforementioned delays so your warranty claims are excluded in this respect if we have informed you of the legal consequence within a reasonable period. Should the deadline subsequently prove to be unreasonably short, it shall be replaced by a reasonable deadline.
(8) Duty to inform:
You must inform us in good time of all information that is or may be important for the performance of the contract.
§ 4 Prices, terms of payment
(2) Net price:
All prices stated are net prices, which means they are to be understood plus legally owed value-added tax.
(3) Currency and currency fluctuations:
a. All invoices shall be made in euros.
b. In case of payment with foreign currencies or means of payment, exchange rate differences and bank charges are to be paid by you.
c. For events and trips outside the euro currency area, there is a likelihood of currency fluctuations. In this respect, the total amount of the project in euros may depend on and change with the exchange rate applicable at the time of the payment order to a service provider or subcontractor outside the euro currency area. The exchange rates published by the European Central Bank daily at the time of settlement shall be used as a basis.
(4) Our costs and remuneration are estimates:
All remunerations and costs listed in an estimate or offer prepared by us are based on the planning status known at the time of preparation and are estimated values unless we have expressly designated them as fixed prices. We, therefore, reserve the right to make necessary changes for which we are not responsible.
This also applies to the deployment times of employees and contributors as well as to the deployment duration, quantity and type of equipment.
(5) Cost components not included = additional costs if applicable:
Unless otherwise agreed, the following items are not included in our remuneration and costs:
a. Travel costs to/from you and/or to/from the event location (2nd class train, 2nd class flight, the rental car of average quality, cost of petrol; in case of doubt, the distance information from Google Maps is decisive),
b. necessary overnight stays (in an average 4-star hotel with single room occupancy),
c. Catering/meals of average type and quality (one hot meal per day and night) if the service is provided outside our place of business,
d. if, for contractual reasons, our employees have to travel home after the end of the working day by public transport, reimbursement of any additional costs incurred (e.g. taxi) on presentation of proof,
e. Costs for telecommunication to/from abroad,
f. Costs for electricity connections and electricity consumption,
g. Costs for water connections and water consumption,
h. Security,
i. Storage costs,
j. Costs for waste disposal,
k. Costs for local or site-specific building inspections and permits,
l. Costs for driving, transit and parking permits.
m. Costs for collecting societies and licences,
n. country-specific duties and taxes.
You must pay for these costs yourself or pay them additionally unless otherwise agreed.
(6) Handling fee for "brokerage":
We are entitled to charge a handling fee of up to 15% of the net sum if we are commissioned to select, commission and/or supervise service providers/service suppliers and they conclude the contract directly with you.
(7) Handling of commissions, discounts & exclusion of the obligation to surrender:
We are entitled to retain commissions and discounts customary in the industry in the internal relationship with service providers or service providers commissioned by us (so-called kick-back commissions) without offsetting them. However, this does not apply if the service provider or service provider has expressly designated the commission for you and has merely left it with us for onward transmission.
The agency commission for hotel brokerage is also due pro rata in the event of cancellations, changes and no-shows. According to Section 87a (3) sentence 1 HGB, the commercial agent is entitled to the contractually agreed commission in full even if it is established that the represented entrepreneur will not fulfil the transaction in whole or in part as it was concluded.
According to Section 87 HGB, the commission must be paid for all services, i.e. for food & beverage as well as overnight accommodation.
Translated with www.DeepL.com/Translator (free version)
§ Section 667 of the German Civil Code BGB is excluded in all cases, i.e. Section 667 of the German Civil Code does not apply even if you have concluded an agency agreement with us.
(8) Additional costs in the event of visitors arranging rooms:
You are obliged to bear all costs for supplies and services (including ancillary services such as consumption, telephone, minibar, pay-TV, room service, etc.) used by the accommodated party based on the contract in connection with the accommodation of guests and visitors under the contract.
(9) Additional services:
An "additional" service is a service to be provided by us that is necessary for the order but has not yet been offered or is not part of the contract.
a. Obligation to pay for additional services:
If we are not responsible for the subsequent necessity, the additional services shall be remunerated by you.
We shall be obliged to prove that the services could not and should not have been included in our offer or the contract.
b. Obligation to provide additional services:
We are only obliged to provide additional services if we can reasonably be expected to perform them. If we offer you additional services on our initiative or at your request, we are not obliged to perform them if we do not reach an agreement with you on the additional remuneration.
If we do not reach an agreement with you within 30 days of receipt by us of your request for additional services or at another mutually agreed time, you may order the change in writing. We shall then be obliged to comply with the order insofar as the execution is reasonable for us. We shall bear the burden of proof for the unreasonableness. The amount of the claim for remuneration for the increased expenditure as a result of an order is to be determined according to the actual necessary costs with appropriate surcharges for general business costs, risk and profit. It shall be presumed that the remuneration updated based on the calculation also corresponds to the remuneration for these additional services. If the additional service involves more risk or if the additional service requires significantly more investment on our part, the remuneration shall be increased appropriately; in case of doubt, rates customary in the industry or rates customary in the industry for such special services shall apply.
Conversely, we may also request you to agree to or to order such services, setting a reasonable deadline of at least 14 days. If we threaten to refuse performance in the request, we shall not be obliged to perform after the fruitless expiry of the deadline. If we expressly offer the additional services for execution, your silence shall be deemed to be consent to our offer. If we then actually perform the additional services offered, you shall have the right within a further 14 days to withdraw the order in respect of these additional services in writing without stating any reasons. In the event of such withdrawal, we shall be entitled to the remuneration attributable to the part of the additional services performed up to the time of withdrawal.
In any case, you must reimburse the additional costs incurred by third parties.
c. Additional services by third parties (subcontractors or service providers):
If costs for services provided by third parties are not already included in our remuneration but are incurred in addition, you are obliged, if we have to make payments to third parties to fulfil their obligations under the contract, to pay these payments to us before they become due or to pay them directly to the third party on the due date. We shall not be liable for any damages resulting from a delay in payment if we have informed you in advance of possible legal consequences.
We reserve the right to adjust the terms of payment to the respective terms of payment of the service providers, insofar as these were not already known to us at the time of calculation.
(10) Subsequent price changes:
We may subsequently increase the agreed remuneration and/or costs unilaterally if material manufacturing costs, material costs, procurement costs, production costs, wage and ancillary wage costs, social security contributions and/or energy costs, costs due to environmental regulations, costs due to currency regulations, costs due to changes in customs duties, freight rates or public charges (factors) increase, and if these costs directly or indirectly influence our contractually agreed services and if there are more than 4 months between the conclusion of the contract and performance.
An increase is excluded if the increase in the costs of one or more Factors is offset by a reduction in the costs of other Factors.
If the costs of the factors are reduced without the cost reduction being offset by an increase in the costs of other factors, the cost reduction shall be passed on to you using a corresponding price reduction.
If the new total price is 20% or more higher than the originally agreed price due to the price increase, you may withdraw from the parts of the service that include this price increase, or from the entire contract if the services cannot be divided. However, withdrawal is only possible immediately after we have informed you of the price increase. In the case of price increases of more than 20%, we are entitled to make our price increase subject to the resolutory condition that you do not withdraw and, in the event of a declaration of withdrawal, withdraw the price increase again so that the contract is to be continued under the original conditions.
(11) Advance payments:
Unless otherwise agreed, 50 % of the agreed total amount shall be paid immediately after the conclusion of the contract.
The second instalment amounting to 40 % of the total sum is to be paid 2 weeks before the event/travel date, in case of a lower advance payment also immediately after the conclusion of the contract.
These advance payments are an essential part of the contract.
(12) Partial services:
In the case of partial services, we shall be entitled to demand corresponding partial payments.
(13) Invoicing:
The invoice for a project will be issued by us as soon as we have received all invoices from the commissioned service providers or subcontractors.
Invoices are due immediately. If the receipt or the correctness of the invoice is disputed, we may demand immediate payment of the net amount resulting from our agreement (conclusion of the contract), if necessary with different dates for advance payments.
(14) Default, a reminder:
Interest on arrears shall be charged at a rate of 5% per annum. We reserve the right to assert a higher damage caused by default.
For each reminder, we may charge reminder costs for 5.00 euros net, unless you can prove lower damages, alternatively, the actual damages incurred.
(15) Special tax information in the case of foreign purchases:
Since in some countries there are taxes which cannot be deducted (so-called cost taxes) and these can also change during the execution of the contract, it is agreed that the calculated costs can also change by such tax changes and must be adjusted accordingly.
Against this background, we are also entitled to increase the costs/prices if a state increases its taxes after submission of the price calculation, which are not deductible; the same applies accordingly to a reduction in taxes.
In addition to the net amounts, we shall charge the respective legally owed value-added tax. Insofar as the services rendered by us are subject to the reverse charge procedure or the reversal of the tax burden under § 13b UStG (German Turnover Tax Act), we will invoice our services net with the note "Reverse Charge / Reversal of the Tax Burden". As the recipient of the services, you are then obliged to carry out the resulting sales taxation yourself.
(16) Risks associated with the implementation of the event or project:
You are also obliged to pay the agreed remuneration and costs if the event or the subject matter of the contract is cancelled or interrupted or shortened in time for reasons for which we are not responsible.
This shall also apply if this occurs due to the absence of a permit, bad weather, cancellation of an artist, lack of visitor interest or similar, provided that we are not responsible for these reasons.
It is rebuttably presumed that terrorist threat situations, the threat of terrorist attacks, bomb threats or the finding of "dangerous objects" are assigned to your risk sphere.
This also applies to security considerations that are not caused by a culpable defective performance on our part.
This also applies to a loss of the object of the contract for which we are not responsible after the transfer of risk to you if we owe the transfer of objects.
The following applies to the use of software systems and platforms:
Registration is not considered complete until full payment has been received by Servicebroker. In the case of payment by bank transfer, the place is only reserved until the invoice has been paid. The amount must be transferred in good time. As a rule, payment must be received no later than two working days before the start of the event. It is the responsibility of the participant to decide whether this is possible at the time of booking. Payment after the start of the event is not possible. Servicebroker reserves the right to set a payment deadline. The participant will be notified of this by email with sufficient notice. If payment is not made on time, Servicebroker shall be entitled to cancel the registration in consultation with the organizer. In this case, the participant loses his/her right to participate. Neither the organizer nor Servicebroker shall be liable for any costs that the participant incurs or has incurred as a result of the registration or the cancellation of the registration due to non-payment. If fees or exchange rate differences are incurred for payments from abroad, these shall be borne in full by the participant.
§ 5 Responsible persons, proof of qualification, secure communication
(1) Designation of persons:
a. You and we shall each appoint at least one person who is authorised to give instructions for the performance of the contract and who is authorised to make and receive legally binding declarations.
b. You and we shall each appoint at least one person with authority to issue instructions, make decisions and have comprehensive knowledge of the specific event procedure for the duration of the set-up, dismantling and the event. This person must be present and available at all times during set-up, dismantling and the event. This does not apply to you if we are commissioned to supervise the set-up, dismantling and event independently.
c. About language, please refer to § 6 (Language, production language).
(2) Proof of qualification:
At the request of the other, you and we shall at all times provide evidence of the necessary qualifications of the personnel and service providers engaged or of the materials used.
"Necessary" is a qualification if it is required by a regulation applicable to the event (e.g. Occupational Health and Safety Act, Venue Regulations, Accident Prevention Regulations, SQ Standards, DIN Standards, etc.).
(3) Safe communication:
Each party may require the other party to transmit correspondence containing sensitive data (e.g. information regarding the security of the event) and/or personal data only in encrypted form. If nothing is agreed upon, then communication by normal means of communication (including e-mail) shall be sufficient.
§ 6 Language, production language
(1) German is agreed upon as the language for planning and organisation as well as follow-up work on the event. However, only the German language or statements in German (whether written or oral) shall be legally binding.
(2) German shall be agreed upon as the language of production (i.e. the language used during the time on-site at the event location, including set-up, dismantling, rehearsals and the event itself).
(3) Unless otherwise agreed, personnel authorised to give instructions and personnel deployed in safety-critical situations must be proficient in the production language.
"Proficient" means that the person must be able to safely conduct communication with other service providers, the organiser, the police, the fire brigade, etc., even in unforeseen critical situations.
§ 7 Our position as a general contractor or agent
(1) If we are a general contractor
Where we act as a general contractor and enter into contracts with service providers in our name and for our account, we are not obliged to disclose these names, contractual relationships or accounts outside the case of good faith (e.g. if you need the information to enforce your rights or claims).
In the event of disclosure, you are prohibited from using the information to place any future orders directly with our subcontractor.
Please refer to the agreement on commissions and discounts in § 4 sections 6.
(2) If we are agents or intermediaries:
Insofar as we act as an agent or intermediary and as a result the contracts between the service provider are concluded directly with you, you shall issue us with corresponding powers of attorney free of charge upon request.
Reference is made to the agreement on the handling fee in § 4 sections 5, as well as to the agreement on commissions and discounts in § 4 section 6.
§ 8 Use of your materials, rights and your specifications
(1) Transfer of property and objects:
a. If you specify or provide us with a venue, equipment, service provider, instructions, etc. and we no longer have the free choice, we are not obliged to check these or their services for suitability, reliability or similar. This shall not apply insofar as the unsuitability/unreliability/illegality etc. is apparent to us and it is recognisable that they require clarification, or insofar as the examination is expressly the subject of our order.
b. Insofar as materials are to be used or utilised by you within the scope of our provision of services, you shall ensure timely delivery to our registered office or the venue of the event at your own expense, depending on the agreement.
Materials delivered to us and not used or reusable by you must be collected again within the rental period of the venue, otherwise within one week after the completion of our services. After the expiry of this period, we shall be entitled to dispose of the materials professionally at your expense or to have them delivered to you.
(2) Surrender of rights:
Insofar as you provide us with industrial property rights (logo, photo, texts, etc.), we shall be entitled to use these by the contract and, insofar as necessary, also to pass them on to third parties. You shall ensure that we are entitled to do so or inform us in writing of any reservations or restrictions. In all other respects, paragraph 1a shall apply mutatis mutandis.
You are obliged to indemnify us against any costs and claims, even after the end of the contract, arising from a claim by a third party, insofar as the claim is not due to our fault.
(3) Use of a security service by you:
The use of external security services requires our prior written consent.
§ 9a Special agreements about security
(1) Compliance with the instructions of the service providers:
You are obliged to comply with safety-related notices posted at the venue (e.g. by the venue operator, operator of rides or facilities, etc.), as well as with specifications and recommendations of the local performing service provider or other consultants who have the necessary local and substantive knowledge to assess any hazards.
(2) Responsibility for your employees and guests:
You are responsible for the actions and omissions of your employees, the service providers commissioned by you and your guests, insofar as we have not unlawfully caused these persons to act or omit unlawfully. Otherwise, § 15 ("Liability") shall apply.
Insofar as you invite third parties or allow them to participate, you are obliged to ensure that they also observe and comply with the provisions set out here.
(3) Suitability and ability of employees and guests:
a. We are not obliged to verify sufficient skills, knowledge and permissions of your employees and guests unless it is apparent that skills, knowledge and permissions are not available or we are not expressly instructed to verify them.
b. Insofar as we are responsible for the conduct of the event, we may also exclude from the event participants who do not possess sufficient physical or mental fitness or who violate our warnings or those of our agents or who disrupt the peaceful and safe conduct of the event or impair or threaten to impair the safety of participants, employees and contributors. Claims for you or third parties will only arise against us if we have culpably caused the exclusion.
c. In all other respects § 15 ("Liability") shall apply.
(4) Occupational safety:
a. We are entitled to information about occupational safety measures at the venue, as well as about other companies that are active at the venue at the same time as we are.
b. You shall appoint a coordinator and, if necessary, a representative to coordinate the activities of the participating contractors, including us, § 6 DGUV Regulation 1 (BGV A1). In the absence of the coordinator, the representative has the same rights and obligations as the coordinator. You shall inform us of the names of the coordinator and his deputy. We are obliged, as is every entrepreneur involved, to ensure that the person in charge appointed by us, whom we also name to you, is sufficiently informed about the name and function of the coordinator and his deputy at the respective start of work.
c. The coordinator shall coordinate the workflow of the companies involved in such a way that all necessary precautions to avoid mutual hazards are guaranteed at all times. For this purpose, he shall draw up a time-structured work schedule. He shall have the right to request from us all necessary documents for this purpose, in particular a work schedule with the following details: Planned start of work, expected end of work, number of personnel, planned method of work, responsible persons (authorised representatives with authority to issue instructions). We shall also provide the above information for our subcontractors.
d. The coordinator shall specify in the work schedule, in particular, the prerequisites that must be in place for each participating workgroup before the start of work. The work schedule shall be handed over to the responsible persons for compliance by the work groups they lead.
e. The participating companies may only start work in compliance with the work schedule. Deviations from the plan must be reported to the coordinator. If a deviation from the plan or a disturbance may result in mutual danger to the participating work groups, the coordinator shall be notified immediately. Work shall be stopped and may not be resumed until the requirements of the modified work schedule are met or the coordinator expressly permits this. The coordinator shall immediately inform the responsible persons concerned of any significant change to the work schedule.
f. The coordinator shall be entitled to give instructions to the principals, their managers and any employee for the performance of his tasks. The coordinator's instructions must be followed without fail.
g. The foregoing provisions do not release you or us from the obligation to comply with the occupational health and safety provisions applicable.
§ 9b Special agreements in the case of temporary provision of items
If we provide you with equipment or items temporarily, whether in return for payment or free of charge, the following provisions shall apply:
A. General
(1) Subletting:
Subletting or passing on rented items which are not necessary by the contract (e.g. so that the technician commissioned by you can operate the item) is only permitted with our prior written consent.
§ 540, section 1, sentence 2 of the German Civil Code (BGB) is excluded.
(2) Condition of the items, assembly:
The rented items will be handed over to you in proper condition. You are obliged to report any damage or defects without delay and to give us a reasonable opportunity to repair, rectify or re-delivery or to carry out a repair or have a repair carried out by your instructions.
(3) Use of the equipment:
You are obliged to use the equipment or have it used exclusively for the intended purpose.
(4) Guarding of the equipment:
You are obliged to observe all customary protective measures and necessary security precautions against theft and vandalism. From the time the rented items are handed over to you, you shall be fully liable for theft and such damage as is not due to wear and tear or use by the contract, insofar as we are not responsible for looking after and guarding the items by the contract.
(5) Compensation for damage:
In the event of damage, destruction or loss, you must compensate us - subject to further claims resulting from the destruction of the damaged equipment - for the replacement value of the equipment, i.e. the net purchase price that we would have to pay for a replacement purchase of the equipment. However, you are entitled to prove that we have not suffered any damage or that the damage is significantly lower; in this case, no damage or this lower damage is to be reimbursed.
(6) Collection:
Insofar as we collect the equipment provided to you and do not use it ourselves by the contract, you shall ensure that the equipment is kept safe and dry until then and that the prerequisites from the regulations on the place of delivery are otherwise met. If the conditions for collection are not met and deviations are not reasonable for our collection personnel, the rental period shall be extended accordingly by the waiting times. You shall reimburse us for all costs and damages incurred in connection with the delay.
(7) Special case of strict liability:
Our strict liability according to § 536a section 1, 1st alternative BGB (German Civil Code) due to defects already existing at the time of the conclusion of the contract is excluded. This limitation of liability shall also apply mutatis mutandis to our liability for the reimbursement of futile expenses.
In all other respects, the provisions of § 15 ("Liability") shall apply.
(8) Insurance:
You are obliged to adequately insure all items handed over to you by us against damage, theft, vandalism, etc. and to keep them insured during the handover period. We have the right to demand proof of insurance at any time and to make the transfer to you dependent on the presentation of proof of insurance.
Unless otherwise agreed, the following minimum limits apply:
a. 2 million euros for personal injury,
b. 5 million euros for property damage, whereby the insurance must expressly cover property damage to the rental object, and
c. 250,000 euros for financial loss.
B. Delivery, place of delivery, transfer of risk, partial deliveries
(1) General:
Delivery, insofar as owed by us or requested by you, shall be made to the postal address provided by you upon the conclusion of the contract or upon our first request. In particular, you must state the delivery address and any restrictions on delivery or collection, assembly and dismantling, etc. and be present to receive the delivery. You shall perform these acts of cooperation at your own expense unless otherwise agreed.
(2) Surfaces Your liability for floor loading capacity/escape routes:
a. Installation sites, access and departure routes, manoeuvring areas and transport routes on the premises or in your premises must be suitable for installation, intermediate storage, transport as well as assembly and dismantling work, level, free, sufficiently paved, sufficiently statically loadable and sufficiently illuminated.
b. You must notify us immediately of any restrictions on the usable areas for a truck with a semi-trailer (e.g. underground car park located under the manoeuvring and loading areas, etc.).
c. You must ensure that the areas and routes used by us are not accessed by unauthorised persons, in particular not by guests, and guarantee this, if necessary, using suitable barriers or personnel.
(3) Loss of the item, delays:
The risk of accidental loss of the goods shall pass to you upon dispatch of the goods or handover to the delivery person, insofar as we do not owe any assembly or dismantling of our equipment or on-site support/service.
If delivery is delayed at your request or due to circumstances for which we are not responsible, the risk shall pass to you for the duration of the delay. The costs incurred by the delay for waiting time, provision, storage, etc. shall be borne by you or you must take appropriate measures upon request.
(4) Success of delivery:
Delivery shall be deemed to have taken place if we make the equipment available at the kerbside assigned to the agreed delivery address, if no authorised person can be reached at the specified address at the agreed time and if it is not possible to hand over the goods, or if it is not reasonable to expect delivery to you even after making customary and reasonable efforts (e.g. delivery to areas where it is not safe to enter, such as dark staircases or unsecured inclines).
(5) The same applies to the collection or return transport after the end of dismantling.
C. Delivery dates, delivery difficulties, force majeure:
(1) Information or agreements on delivery or service dates within a set-up, dismantling or event day are only to be understood as approximate dates and are not fixed dates, insofar as this does not disrupt the start of the event or other dates necessary for the proper running of the event (e.g. building acceptance). Binding delivery or performance dates (fixed dates) must be expressly designated as binding or fixed.
(2) Obstacles that are unforeseeable or unplannable for us (construction sites, traffic jams on the way to you or to the event or to the agreed place of delivery) lead to a corresponding extension of any delivery deadlines at your risk.
(3) If delivery is owed at all, we owe one delivery attempt or one attempt at delivery.
§ 10 Ownership, protection of our documents, rights of use
(1) General:
a. Documents, graphics, lists, drawings, sketches and other items produced by us shall remain our property and shall be returned to us at the end of the contract, insofar as the transfer of ownership is not the subject of the contract.
b. If no contract is concluded between you and us after participation in a presentation or after the creation of a concept, all services and rights shall remain exclusively with us.
(2) Protection of our documents and ideas:
For all event concepts, documents, graphics, lists, drawings and sketches (works) created by us, the applicability of the Copyright Act shall be deemed agreed upon even if individual parts should not be protected by law.
Furthermore, our event concepts, contract documents, planning documents, calculation documents, checklists, address lists, etc. shall be deemed to be secrets within the meaning of the Trade Secrets Act.
This shall also apply beyond the end of the contract.
However, this section 2 shall not apply if the work is so obviously in the public domain that protection under this section 2 would unreasonably prejudice you. You are obliged to prove that the work is in whole or in part manifestly in the public domain; we are then obliged to prove that this is exceptionally not the case.
(3) Your rights of use:
a. You acquire the rights of use required for the contract upon full payment of the remuneration and costs due. You only acquire these rights of use without payment if a later due date has been agreed about the purpose of the contract or the period of use. Uses going beyond this require our express consent subject to the reservation of an additional obligation to pay remuneration.
b. Within the scope of your order, we shall only arrange for the licensing of the third-party rights necessary for the order (e.g. licence for the performance at a commissioned musical performance). If you wish to use third-party works or rights in addition to this, you are responsible for obtaining the necessary rights yourself (e.g. recording the performance on video and uploading the video on the Internet).
c. Repeated uses by you without an equally repeated remunerated order to us shall trigger a corresponding obligation to pay remuneration, insofar as the repetition is not already the subject of the first order and/or has already been adequately compensated with the previous remuneration.
d. This shall also apply beyond the end of the contract.
§ 11 Confidentiality / Protection of Secrets
(1) General:
You and I mutually agree on absolute confidentiality about company and business secrets, even beyond the end of the contract.
Company and business secrets are understood to be all facts, circumstances and processes relating to a company which are not in the public domain but are only accessible to a limited group of persons and in the non-disclosure of which the legal entity has a justified interest and which are designated as company and business secrets.
You and we are entitled at any time, even after the conclusion of the contract on individual information, to conclude an independent confidentiality agreement which adequately safeguards the rights of the party providing the information and is in compliance with the rights and obligations agreed herein.
(2) Disclosure of Duties to Third Parties:
You and we are obliged to impose this confidentiality obligation also on our employees, cooperation partners, co-partners and/or co-managing directors.
(3) Procedure after the end of the contract:
After the end of the contract, we will delete, destroy or at least block access to the information, documents and work results received from you for persons who do not necessarily need to have access to them. This does not apply to information, documents and work results which we must retain due to legal obligations (e.g. due to tax law retention obligations) or which we wish to retain to a reasonable extent due to contractual evidence (e.g. to be able to provide evidence of services rendered). You may request information about the information, documents and work results kept. If the reason for storage has ceased to exist, we will delete or destroy the information without delay.
These obligations also apply to you in reverse.
§ 12 Recording rights, naming of references
(1) Recording rights:
We are entitled to make our own photographs and/or video recordings at the event, taking into account the personal rights of the guests and the rights of third parties, and to use these for reference and our promotional purposes, unless you expressly reject this in advance for good cause. In any case, we are entitled to make recordings for documentation and evidence purposes.
(2) References:
We are entitled to mention your name and event as a reference to a reasonable extent for promotional purposes.
§ 13 Data protection
(1) Your employees: Use of data/disclosure of our data protection information:
You are obliged to also pass on the data protection information that we provide to you as a contractual partner to the responsible persons and contact persons to be named by you so that they are also informed about the data processing operations and data protection measures that take place at our company in connection with the contract.
(2) Other agreements relevant to data protection law:
To the extent necessary, you and we will also conclude relevant agreements under data protection law after the conclusion of the contract which is based on the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG) (e.g. a joint responsibility agreement under Art. 26 GDPR or a commission processing agreement under Art. 28 GDPR).
§ 14 Warranty
(1) Acceptance:
Insofar as acceptance is required, this shall be deemed to have taken place if you refuse to do so after our request and setting of a deadline, but no later than within 14 working days after the request, with concrete descriptions of defects.
(2) Time limit for notification of defects:
You must assert complaints in writing immediately after the discovery of a defect (notice of defect). Otherwise § 377 HGB (German Commercial Code) shall apply accordingly.
(3) Remedy of defects:
Insofar as there is a defect in the subject matter of the contract for which we are responsible, we shall be entitled at our discretion to remedy the defect or to provide a replacement. In the event of rectification of the defect, we shall bear all expenses necessary for rectifying the defect, e.g. transport, travel, labour and material costs, insofar as these are not increased by the fact that the contractual items were taken by you to a place other than the place of performance. If the remedy of the defect or the replacement service fails twice or if we are not willing or able to do so, you may withdraw from the contract or reduce the remuneration.
(4) Your right of reduction:
You are expressly reserved the right to reduce payment if subsequent performance fails or, if a construction service is the subject of liability for defects, to withdraw from the contract at your discretion.
(5) When are your warranty rights excluded?
Your rights due to defects are excluded insofar as you make or have made changes to the rental object without our consent. This does not apply insofar as you prove that the changes do not have an unreasonable effect on us in the detection and elimination of the defects. Your rights in respect of defects shall remain unaffected insofar as you are entitled to make changes, in particular within the scope of exercising the right of self-remedy by paragraph 536a (2) of the German Civil Code (BGB), and these changes have been carried out professionally and documented in a comprehensible manner.
(6) Amendment of the limitation period:
The limitation period for all warranty claims is 1 year from the acceptance, otherwise, 1 year beginning with the end of the year in which the claim arose and you became aware of the circumstances giving rise to the claim and the person of the debtor or should have become aware without gross negligence.
This shortening of the limitation period does not apply:
a. In the case of intent or gross negligence,
b. in the case of personal injury,
c. in the case of a defect in a right in rem of a third party based on which surrender of the object of sale can be demanded (paragraph 438, section 1, no. 1a of the German Civil Code BGB),
d. in the case of a building and a work the success of which consists in the provision of planning or supervision services for it (paragraph 634a subsection 1 no. 2 BGB),
e. in the case of claims under the Product Liability Act.
(7) Miscellaneous:
a. The above provisions on "warranty" shall not apply if we have fraudulently concealed the defect or have given a guarantee for the quality of the work.
b.Reference is made to the possibility of subsidiary liability for subcontractors by § 15 paragraph 5.
§ 15 Liability
(1) Breaches of duty resulting in damage to property or financial loss:
In the event of only slightly negligent breaches of duty, our liability shall be limited to the foreseeable average damage typical for the type of contract.
We shall not be liable for only slightly negligent breaches of immaterial contractual obligations. "Insignificant" is such obligations whose fulfilment does not characterise the contract and on which you may not rely.
Indirect damage and consequential damage resulting from defects in the subject matter of the contract shall only be compensable insofar as such damage is typically to be expected when the subject matter of the contract is used for its intended purpose.
The limitations of liability in this section 1 do not apply in the event of grossly negligent or intentional breach of duty.
(2) Breaches of duty resulting in injury to life, limb or health:
We are liable for any kind of negligence and intent in the event of injury to your life, body or health of you attributable to us.
(3) Statutory liability:
The limitations of liability in section 1 do not affect your claims under product liability and mandatory legal liability.
(4) Extension of this clause to employees, organs, vicarious agents etc.:
The limitations of liability in section 1 apply to the same extent in favour of our bodies, our employees and other vicarious agents and our subcontractors.
(5) Subsidiary liability in case of subcontractors as causer:
If we engage a subcontractor or sub-subcontractor (hereinafter only: subcontractor) and this subcontractor performs defectively or causes damage, we shall have the option to invoke our subsidiary liability in the event of a claim. This appeal must be made immediately after the announcement of a claim and can be withdrawn at any time thereafter. In the event of this appeal, we shall only be liable in a subsidiary manner, and this subcontractor shall be primarily liable.
This means in detail:
a. Claims arising from breach of duty by the subcontractor must then primarily be asserted against this subcontractor directly. In this case, we are obliged to name this subcontractor with a summonable address, to assign to you all rights or claims to which we are entitled against this subcontractor and to hand over to you all documents and information necessary for the enforcement of the claim as well as to name our employees and persons as witnesses with summonable addresses as far as possible.
b. You must conduct at least one court case of the first instance against the subcontractor. Should you be defeated there, we can demand that you immediately hand over all pleadings and court orders and judgements and also go through further instances, while advancing the costs of the further instance(s). Should you also lose in these further instances, we will reimburse the court costs and necessary lawyer's fees of these further instances.
c. In the event of a prevailing judgement, you must carry out at least 2 compulsory enforcement attempts against the subcontractor.
d. Only if and to the extent that this primary claim fails will we be liable on a subsidiary basis.
e. Any indemnity agreement or similar agreed by us with the subcontractor shall not affect our right to invoke subsidiary liability.
Subsidiary liability shall not apply or shall only apply at your request if our subcontractor has its place of jurisdiction in another EU country.
§ 16 Force majeure
(1) Force majeure in the relationship between you and us:
In the event of force majeure leading to termination or interruption of the contract or the event or of individual contractual services, we may demand that you reimburse or compensate us for the costs incurred and services rendered up to that point.
(2) Force majeure in the relationship between us and our subcontractor:
If one of our subcontractors can claim force majeure and therefore does not perform the service owed in the subcontractor relationship, we shall also be released from our obligation to perform vis-à-vis you; section 1 shall apply in all other respects.
We shall endeavour to find suitable substitute services for which our remuneration shall, in case of doubt, be calculated based on the agreed remuneration.
(3) Causes of piety:
Force majeure within the meaning of these provisions shall be deemed to be equivalent to an event in the case of which the contracting parties would be able to perform, but for which reasons of piety require non-performance.
Such grounds for non-performance shall be deemed to exist if at least in the region of the venue, mourning flags have been ordered by the authorities or are being flown or are about to be flown, or if a serious accident or disaster occurs within 48 hours of the start of the event and is reported in the majority of the media in the region of the venue, or if the incident occurred more than 48 hours ago but is still being reported in the majority of the media by special broadcasts, or if comparable events are cancelled due to the same incident. In this case, section 1 shall apply accordingly.
§ 17 Non-performance by a service provider
(1) Exemption from benefits in the event of non-performance by service providers:
Insofar as, outside of force majeure, a service provider for which we are responsible is unable or unwilling to fulfil an owed service ("unable to", e.g. overbooking of the hotel) or to fulfil an owed service in full ("unwilling to", e.g. due to security concerns) and we can prove,
a. that we have carefully selected this service provider,
b. we are not culpably responsible for the non-performance of the service provider, and
c. in the event of non-performance, this non-performance is or was objectively justifiable or justifiable and necessary for the safety of the guests, participants and/or employees,
we shall be released from our obligation to perform vis-à-vis you insofar as we owe you such performance.
(2) Efforts to provide substitute services:
In the event of section 1, we shall endeavour to provide suitable substitute services.
(3) Financial legal consequences:
Our entitlement to remuneration and reimbursement of costs for this effort and your entitlement to damages against us are governed by the following two provisions:
a.If the failure to perform relates to your area of risk, we are entitled to compensation and reimbursement of costs.
b. If the failure to perform relates to our area of risk, we are not entitled to compensation and reimbursement of costs. Insofar as we have acted neither negligently nor culpably, your compensation claim is limited to the amount paid by the service provider, subcontractor or insurance carrier. Otherwise § 15 ("Liability") applies.
§ 18 Termination
(1) Termination for good cause by us:
We may terminate the contract if, taking into account all circumstances of the individual case and weighing the interests of both parties, we cannot reasonably be expected to continue the contractual relationship with you until completion of the agreed service and/or until the agreed termination (termination for good cause). Such a reason exists, for example, if:
a. a payment due from you has not been received by us in time, insofar as our termination does not lead to exclusion or impairment of the insolvency administrator's right of choice under § 103 InsO,
b. default in payment by you occurs after an application for the opening of insolvency proceedings has been filed and after the opening of insolvency proceedings,
c. there is a change of shareholders holding more than 50% of the capital shares in your company, insofar as this affects our economic and/or legal interests more than insignificantly (change of control),
d. circumstances arise which were unknown to us at the time of conclusion of the contract and which endanger the safety of the event, the guests, participants or employees and if we had been aware of these circumstances we would not have concluded the contract or would not have concluded it at these conditions or if the health or the integrity of a third party can only be guaranteed by termination,
e. Defects for which we are not responsible are discovered which could endanger the health or life of a third party, or defects are discovered for which we are responsible, insofar as the health or integrity of a third party can only be guaranteed by termination,
f. you fail to take measures prescribed by law or ordered by the authorities which serve the safety of the personnel deployed by us (delivery, assembly, service, etc.) on-site,
g. you have deliberately concealed circumstances which are of importance for the assessment of the risk situation and/or the extent of the scope of services and/or the equipment of the production and/or our employees or assistants, especially about safety and legality,
h. an event is or is to be carried out which deviates in nature, content or scope from that specified in the subject matter of the contract, this was not recognisable to us when exercising due diligence and as a result, the safe and lawful performance of the event is not guaranteed, including, if applicable, supplemented by necessary and reasonable short-term measures, or we cannot reasonably be expected to participate in such an event and we would not have concluded the contract or would not have concluded the contract on these terms if we had known about the deviation,
i. it is to be assumed that the event at which logos, equipment or personnel of ours are present and present relates directly to political events in Germany and/or abroad, and/or opinions are or are to be discussed and/or expressed which are incompatible with basic democratic values and/or the Basic Law of the Federal Republic of Germany and/or which hurt the peaceful coexistence of people in Germany,
j. you operate technical or structural equipment which is not permitted and which may endanger us or our staff as a result,
k. you do not create local conditions that have been agreed upon or are required for on-time delivery or support/service on-site. This includes, for example, gravel access roads, load limits of access roads, distances from the last permissible parking place of the delivery vehicle to the place of delivery, as well as the insufficient load-bearing capacity of the ground, lighting, fire protection, escape routes and provision is also impossible at the kerb or unreasonable about our property,
l. the competent authorities and police see themselves unable to maintain public safety and order based on concrete indications and it is unreasonable for us to maintain the contract for this reason,
m. a competent authority or a court prohibits the staging of the event.
(2) Termination for good cause by you:
You may terminate the contract without observing the term of notice if, taking into account all circumstances of the individual case and weighing the interests of both parties, you cannot reasonably be expected to continue the contractual relationship until the completion of the services and/or until the agreed termination.
Otherwise, termination is excluded.
(3) Necessity of a prior warning before termination:
A prior warning or setting of a deadline is not required if it is unlikely that the reason for termination will be remedied or will not occur, further adherence to the contract is not reasonable for the terminating contractual partner and the bearing of the costs of the additional costs (remuneration, costs) incurred by remedying the reasons for termination is not at least recognised by the other party. If the reason for termination affects the body, health or life of human beings, the assurance of the cessation or non-occurrence must be beyond doubt.
(4) Entitlement to remuneration after termination:
a. If we terminate for good cause, we shall retain our claim to remuneration and costs in respect of services and work under the contract to the extent that such costs have been incurred and, in respect of rent, to the rent to the extent that we have not saved any costs.
b. If you terminate for good cause, we shall only be entitled to the remuneration attributable to the part of our performance rendered up to the termination.
(5) Joint determination of the performance status:
After termination or after any other premature termination of the contract, each contracting party may require the other to cooperate in a joint determination of the status of performance. If a party refuses to cooperate or fails to attend a performance review meeting as agreed or as determined by the other party within a reasonable period, it shall bear the burden of proving the status of performance at the time of termination. This shall not apply if the contracting party fails to attend as a result of a circumstance for which it is not responsible and of which it informed the other contracting party without delay. We may demand reimbursement for our efforts in this determination unless we are responsible for the termination of the contract.
§ 19 Cancellation
(1) General:
You have the right to terminate the contract without giving reasons, even if you cannot invoke legally regulated reasons for termination such as rescission, withdrawal, termination and the like, and even if we are not responsible for the reason for termination (cancellation).
(2) Our right of choice in the event of cancellation:
Insofar as you terminate the contract for a reason for which we are not responsible, we may choose to claim the specific costs incurred and remuneration claims, or to invoice our remuneration on a flat-rate basis, based on a typical expenditure about the progress of the services as follows:
a. Event services:
- In the event of cancellation, we shall generally retain 5% of the originally booked total turnover as a contribution to expenses, but at least EUR 1.500.00 plus the statutory VAT.
- In the event of cancellations up to 4 months before the event, 10% of the event price of the cancelled services will be charged.
- For cancellations up to 3 months before the event, 20% of the event price of the cancelled services will be charged.
- For cancellations up to 2 months before the event, 30% of the event price of the cancelled services will be charged.
- For cancellations up to 1 month before the event, 75% of the event price of the cancelled services will be charged.
- Thereafter, cancellations will be charged 100% of the event price of the cancelled services.
b. Hotel room arrangement (cancellable from 10 rooms/night):
- For cancellations up to 18 months before arrival, 5% of the accommodation price of the cancelled rooms will be charged, but at least EUR 250 plus VAT.
- For cancellations up to 12 months before arrival, 10% of the accommodation price of the cancelled rooms will be charged.
- For cancellations up to 10 months before arrival, 20% of the accommodation price of the cancelled rooms will be charged.
- For cancellations up to 6 months before arrival, 80% of the accommodation price of the cancelled rooms will be charged.
- Thereafter, 100% of the accommodation price of the cancelled rooms will be charged.
c. Food and beverages:
- Unless otherwise agreed, the relevant food turnover is calculated according to the formula: Menu/buffet/catering price per person x number of persons. If no price has yet been agreed upon, the cheapest menu/buffet/catering of the event offer valid at the agreed time of the event shall be used as a basis.
- To calculate the compensation for lost beverage sales, 30% of the total food sales shall be applied.
- If a conference flat rate has been agreed upon, 80% of the flat rate shall be applied for the consideration owed.
d. You have the right to prove that our damage is lower than the flat rate or that no damage has been incurred at all, in which case you will only have to pay the lower amount or if it can be proven that no damage has been incurred, no flat rate.
e. If we choose the specific calculation of the remuneration, we shall retain our claim to the remuneration. However, we must allow ourselves to be credited with what we save in expenses as a result of the termination of the contract or what we acquire or maliciously refrain from acquiring by using our labour elsewhere. It shall be rebuttably presumed that we are entitled to 5% of the agreed remuneration attributable to the part of the agreed services not yet performed.
In both cases, you must reimburse the costs actually incurred (e.g. lighting or sound equipment hired in anticipation of the event, external staff requested, catering ordered, etc.), insofar as these services are not included in the agreed price and thus in the lump sums.
We may exercise the right of choice until an agreement has been reached or a legally binding court decision has been made on the settlement. This also means that we can change the choice "lump sum" to the choice "concrete calculation" as long as no agreement is reached on the lump sum or a legally binding court decision is issued, and vice versa.
(3) Withdrawal for us during the period of free cancellation:
If we have agreed on a right to cancel free of charge in your favour for a certain period, we may also withdraw from the contract within this period if there are enquiries from potential third parties about the subject matter of the contract booked and you do not waive your right to cancel within a maximum of 10 days when asked by us.
(4) No negotiation of cancellation conditions with third parties:
We are not obliged to negotiate cancellation conditions with subcontractors or service providers or to delay the commissioning of the third parties with a view to any possible cancellation.
§ 20 Final provisions
(1) Retention:
You are not entitled to exercise a right of retention against us on account of any other claim not arising from the contractual relationship.
(2) Set-off:
You are only entitled to a right of set-off against us insofar as it is based on the same contractual relationship. To safeguard the interests of all parties, you are obliged to pay the remuneration and costs due into a trustee account in the event of a set-off claimed by you. The trustee shall be obliged to pay us the administered payments in the amount of the amounts due if the set-off situation has been legally established or acknowledged, and to return them to you if the set-off situation has been legally established or acknowledged. The person who caused the administration of the trust shall bear the costs of the trust. The contracting party entitled to receive payment in each case may not demand additional interest from the other party as a result of the default. Insofar as no payment is made into the trust, it shall be presumed that no admissible set-off position exists either as long as we have not recognised the claim underlying the set-off or it has been legally established.
(3) Assignment:
You may only assign claims arising from the contractual relationship with us to third parties with our prior express written consent.
(4) Place of performance:
The place of performance is our place of business unless otherwise stated in our offer or the order confirmation.
(5) Place of jurisdiction:
The place of jurisdiction for all claims is our place of business. We are also entitled to choose the place of jurisdiction at your place of business.
(6) Choice of law:
German law shall apply to the exclusion of international private law and the UN Convention on Contracts for the International Sale of Goods
(7) Choice of language:
If these General Terms and Conditions are translated into a language other than German, the German language version shall prevail in case of doubt.
(8) Maintenance of validity of the General Terms and Conditions or individual clauses:
You and we are obliged, if an individual or several provisions are ineffective/void/impracticable for reasons other than the provisions concerning the law of general terms and conditions according to §§ 305 to 310 BGB or if a gap in the provisions arises which needs to be filled, to replace them with an effective provision or to fill the gap which corresponds in its legal and economic content to the ineffective/void/impracticable provision and the purpose of the contract.
§ 139 BGB (partial invalidity) is excluded.
If the invalidity of a provision is based on a measure of performance or time (date or period) stipulated in it, this provision shall be reconciled with a legally permissible measure that comes as close as possible to the original measure.
