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General Terms and Conditions of ayble GmbH
1. Basis of Contract
a.
All orders placed with the contractor are based on the following order:
i. Content of a contract concluded between the parties
ii. the order confirmation
iii. the offer
iv. these General Terms and Conditions
v. the statutory provisions of the German Civil Code (BGB), in particular the provisions of tenancy and contract law.
b.
Deviations from these terms and conditions require written agreement.
2. Content of the Contract
a.
The following conditions shall apply to all deliveries and services.
They also apply to all future legal relationships between the contractor and the client.
Terms and conditions of the client only become part of the contract if they are acknowledged in writing by the contractor.
b.
Acceptance of the contractor’s services constitutes acknowledgement of these GTC.
3. Offer, Offer and Draft Documents
a.
Unless otherwise stated in the offer, it is subject to change.
If offers are prepared according to information provided by the client or documents provided by the exhibition management, the contractor assumes no liability for their accuracy, except in the event of intentional or grossly negligent non-recognition.
b.
Offers, plans, drafts, drawings, manufacturing and assembly documents, as well as concept descriptions remain – unless otherwise agreed in writing – the property of the contractor.
The client undertakes to refrain from any other use, in particular:
-
Duplication
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Distribution
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Disclosure to third parties
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Changes without consent
In the event of a violation, he/she owes the production costs plus a reasonable usage fee.
4. Conclusion of Contract
a.
The contract is concluded by written order confirmation from the contractor.
b.
A contract is also concluded by placing an order via e-mail.
5. Prices
a.
Quoted prices only apply to undivided orders.
b.
All prices are net ex works/warehouse, plus packaging, freight, postage, insurance, etc.
c.
Quoted prices are valid for 4 months from conclusion of contract.
After this period, the contractor is entitled to pass on price increases.
If the increase is more than 4%, the client can withdraw from the contract.
d.
Delays caused by the client entitle the contractor to subsequently charge for the additional expenses.
e.
Additional services not estimated or required due to incorrect information will be charged additionally.
f.
Services and errands at the request of the client will be remunerated separately.
The contractor may also assign these services to third parties in the name of the client.
6. Delivery Time and Assembly
a.
If an explicit deadline is missing, the stated date is only approximate.
b.
Changes by the client or obstacles for which he is not responsible render fixed dates non-binding.
c.
Operational disruptions, strikes, force majeure, etc. extend the delivery period accordingly.
If this is impossible, both parties may withdraw; claims for further damages do not exist.
7. Freight and Packaging / Transfer of Risk
a.
Deliveries are always made at the expense and risk of the client.
Packaging will be charged separately.
b.
Provided parts must be delivered free to the factory. Returns are made carriage forward and at the risk of the client.
c.
The risk passes as soon as the goods leave the factory or are made available to the client.
d.
If the goods cannot be delivered, the risk passes on the day of readiness for dispatch.
8. Acceptance / Handover
a.
Acceptance takes place formally and immediately after completion.
A date shortly before the start of the event is considered reasonable.
b.
Non-essential defects or outstanding partial services do not entitle the client to refuse acceptance.
c.
If the service is used before acceptance, it is considered accepted.
d.
In the event of temporary transfer by lease, a formal handover takes place after the end of the event.
9. Warranty
a.
The BGB regulations apply to contracts for work and services or rental agreements.
b.
The client is initially entitled to subsequent performance (repair or replacement).
After two unsuccessful attempts, he can reduce the price or withdraw from the contract.
c.
Defects must be reported immediately in writing.
d.
Delayed notices of defects or omitted reservations upon acceptance invalidate claims.
Unauthorized modifications also lead to the loss of claims for defects.
e.
Natural wear and tear, moisture, heating or improper handling do not constitute a warranty.
f.
Warranty claims are non-assignable and expire after 1 year, except in the case of fraudulent intent.
10. Limitations of Liability
a.
In the event of slight negligence, the contractor is only liable for typical, foreseeable damages.
b.
This limitation does not apply to:
-
Injury to life, body, health
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Product liability claims
c.
In the case of pure planning services, the contractor is only liable for its own feasibility.
d.
Liability for the client’s goods is only assumed if safekeeping has been expressly agreed.
11. Insurance
a. Transported goods are only insured at the express request of the client.
b. Transport damage must be reported and documented immediately.
c. Stored goods are insured – if agreed – at the expense of the client.
12. Credit Basis
In the absence of creditworthiness or false information, the contractor may:
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Demand advance payment
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Demand collateral
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Withdraw from or terminate the contract
13. Retention of Title
a. Delivered items remain the property of the contractor until full payment.
b. Resale is only permitted with consent; any claims are assigned in advance.
14. Property Rights, Drafts, Drawings
a. Documents always remain the property of the contractor.
b. Changes may only be made by the contractor.
c. The client guarantees that delivered material does not infringe any rights.
d. Usage rights are only granted to the extent necessary.
e. The contractor may name the client in reference lists.
15. Terms of Payment
a. Invoices are due immediately, deductions excluded.
b. Interim invoices and partial payments are permitted.
16. Offsetting and Assignment
a. Offsetting is only possible with undisputed or legally established claims.
b. Rights from the contract may only be assigned with consent.
17. Termination
a. Ordinary termination by the client is excluded.
b. Termination for good cause is possible if a set deadline expires without success.
c. If termination is for reasons for which the client is responsible, the contractor may demand a lump sum of 40% of the order value.
18. Data Protection
Personal data will be processed within the framework of the business relationship in accordance with the BDSG.
19. Place of Performance and Jurisdiction
Place of performance and jurisdiction is the registered office of the contractor, provided that the client is a fully qualified merchant or a legal entity under public law.
German law applies.
20. Final Provisions
Should individual provisions be ineffective, the remainder remains valid.
The ineffective provision will be replaced by a regulation that corresponds to its meaning.
Status: 22.12.2022
