General Terms and Conditions
Scope
1.1
All services, offers, deliveries, order confirmations and contracts of Triumfo International GmbH are exclusively subject to these General Terms and Conditions.
1.2
The inclusion of any other general terms and conditions, in particular those of the client, is expressly rejected. This also applies if such terms and conditions are communicated to Triumfo International GmbH in a confirmation letter or by any other means. Deviating terms and conditions shall only be effective if expressly confirmed in writing by Triumfo International GmbH. This also applies to any waiver of the written-form requirement.
Offer, Conclusion of Contract
2.1
The prices stated in the offers are non-binding and may be revoked at any time until the order is placed. A contract is concluded only upon confirmation of the order by Triumfo International GmbH or upon signature of a contractual document.
2.2
The prices stated in the offer are valid for a period of 4 weeks from the date of the offer. Thereafter, Triumfo International GmbH is entitled at any time before the contract is signed to revoke the offer and quote a new price.
2.3
Attachments to offers (drawings, samples, designs, plans, performance data, etc.) contain only approximate values unless expressly designated as binding.
Intellectual Property Rights
3.1
Designs, plans, drawings, manufacturing and assembly documents remain the property of Triumfo International GmbH with all associated rights. Changes to these documents may only be made by Triumfo International GmbH or by persons commissioned by it. The transfer of ownership and usage rights, as well as authorization for reuse, reproduction or duplication, requires written approval. Triumfo International GmbH is entitled to use documents of the aforementioned type for advertising purposes.
3.2
Bei der Ausführung von Aufträgen nach vom Auftraggeber vorgegebenen Entwürfen oder Zeichnungsunterlagen übernimmt dieser die Gewähr dafür, dass hierdurch Intellectual Property Rights Dritter nicht verletzt werden. Der Auftraggeber stellt die Triumfo International GmbH von solchen Schadenersatzansprüchen frei, die aus einer etwaigen Verletzung fremder Intellectual Property Rights resultieren. Zudem verpflichtet er sich zum Schadensersatz.
Prices, Payment Terms
4.1
All prices are stated in euros plus the applicable statutory value-added tax.
4.2
The prices stated do not include the costs of packaging, freight, postage, insurance, etc.
4.3
Unless otherwise agreed, invoices shall be paid as follows, without deduction of discount or any other deductions: 50% upon order confirmation and 50% upon handover of the stand.
4.4
In the event of default in payment, Triumfo International GmbH is entitled to exercise a right of retention with respect to all outstanding deliveries and services or to demand additional advance payments not previously agreed.
4.5
If the contractor terminates the contract, Triumfo International GmbH is entitled to compensation for the services already rendered. Services rendered also include services provided by third parties commissioned by Triumfo International GmbH for the fulfillment of the contract. In addition, Triumfo International GmbH is entitled to a lump-sum payment of 20% of the total contract value as compensation for termination of the contract, unless the client proves that a lower loss was incurred.
Exhibition Hall Floor
5.1
The stand area must be freely available in accordance with the scheduled setup dates. The stand area must be sufficiently level so that the exhibition stand can be erected and assembled without additional floor-leveling elements.
5.2
In the event of unevenness, etc., Triumfo International GmbH will carry out the necessary work to create a level floor surface. The costs incurred will be invoiced separately by Triumfo International GmbH or the organizer.
5.3
Triumfo International GmbH assumes no responsibility if proper installation of the floor covering and/or erection of the exhibition stand is not possible due to inadequate floor conditions.
Performance and Delivery Time
6.1
Completion of the contractual services shall take place as agreed, generally no later than 6:00 p.m. on the day before the exhibition opens.
6.2
Triumfo International GmbH reserves the right to carry out minor remaining work up to the opening of the trade fair or exhibition, provided this does not materially impair the client's use of the exhibition stand.
6.3
If completion is delayed due to events for which Triumfo International GmbH is not responsible, it is entitled, at its discretion, to withdraw from the contract in whole or in part, or to request a reasonable extension of the delivery period and reimbursement by the client of any additional costs arising therefrom.
6.4
Minor deviations from the agreed services that become necessary for technical or other reasons are permissible provided they do not impair functionality. Changes requested by the client after the order has been placed will be charged separately.
6.5
The stand shall be dismantled no later than after the end of the exhibition. For this purpose, furnishings and materials belonging to the client or exhibitor must be removed immediately after the exhibition ends so that dismantling can proceed without delay or obstruction. If furnishings, materials or exhibits belonging to the client or exhibitor have to be removed, dismantled or packed, we will charge the resulting costs based on the work involved. Items made available to the client for use must be returned in proper condition, in particular cleaned. Damaged items that can no longer be used by Triumfo International GmbH will be charged to the client at replacement cost.
6.6
If Triumfo International GmbH is prevented from completing the exhibition stand on time due to force majeure, e.g. strikes, official orders, transport delays for which it is not responsible, etc., the client will be informed immediately as far as possible. The client is entitled to withdraw from the contract immediately. Claims by the client for damages due to failure to meet the performance time are excluded unless the disruption is based on a grossly negligent or intentional breach of duty by Triumfo International GmbH or one of its legal representatives or agents.
Rented Items
7.1
Items taken into possession under a rental agreement between Triumfo International GmbH and the client must be returned immediately after the end of the trade fair or event upon request by Triumfo International GmbH.
7.2
The items provided must be handled carefully by the client.
7.3
The client has no right of retention over the rented item in connection with any claims. The client is liable for all necessary repairs and maintenance that are not attributable to normal wear and tear of the rented item.
7.4
Unless expressly agreed otherwise, rental charges are calculated per calendar day. The rental period begins on the handover date and ends when the rented item is returned. If the customer returns the rented goods late, the full rental charge is due for each additional day.
Acceptance and Notice of Defects
8.1
The client is obliged to accept the work produced in accordance with the contract. Acceptance may not be refused due to insignificant defects. The client undertakes to be personally present on the day of acceptance or to be represented by an authorized representative.
8.2
A work shall also be deemed accepted if Triumfo International GmbH has set the client a reasonable period for acceptance after completion and the client has not refused acceptance within that period while specifying at least one defect. In this respect, it is expressly agreed that in special cases an acceptance period of one hour before the start of the exhibition may also be considered reasonable.
8.3
Defects recognizable at the time of acceptance must be reported immediately in writing, in particular early enough to allow remedial performance before the exhibition begins. Minor differences in the color shades of printed materials, foils, surfaces and coverings shall not be regarded as defects.
8.4
If the client uses the work or part of the work without prior formal acceptance, the work shall be deemed accepted unless defects were previously identified that would prevent acceptance.
Warranty, Liability
9.1
In the event of a justified and timely notice of defects, the client's claims due to any defects in the work or an item are limited to the right to remedial performance. If remedial performance fails twice, the client is entitled to a reduction in price or to withdraw from the contract.
9.2
Any further claims arising from defects or other claims for damages, in particular for consequential damages, are excluded unless there is intent or gross negligence.
9.3
Triumfo International GmbH shall not be liable for failures or delays caused by the client's failure to make timely payments to third parties (costs for electricity, rent, transport, furnishings, etc.).
Subcontractors
Triumfo International GmbH is entitled, at its discretion and choice, to use third parties for the purpose of fulfilling its delivery and performance obligations.
Insurance
11.1
Items provided to the client only for temporary use must be insured by the client under exhibition insurance from 6:00 p.m. on the day before the exhibition begins until 7:00 a.m. on the day after the exhibition ends.
11.2
The client assumes responsibility for commissioning as well as the duty of supervision and care for the items provided to it by Triumfo International GmbH during the stated period.
11.3
Der Auftraggeber haftet bis zur Höhe der von uns angegebenen Insurancessumme für Schäden, die von ihm oder Dritten in diesem Zeitraum verursacht worden sind, unabhängig, ob diese Schäden von seiner Insurance gedeckt sind oder nicht.
Set-Off, Right of Retention
12.1
The client may only set off claims against claims of Triumfo International GmbH if the client's claims are undisputed or have been finally established by law.
12.2
The assertion by the client of a right of retention or refusal of performance due to counterclaims that have not been acknowledged or finally established by law is excluded unless such claims arise from the same contractual relationship.
Retention of Title to Stands and Delivered Materials
13.1
All transfers of ownership owed under the contract are subject to payment of all claims of Triumfo International GmbH arising from the business relationship with the client.
13.2
Without the express consent of Triumfo International GmbH, the client is not entitled to resell, process or otherwise use the goods subject to retention of title. Notwithstanding the foregoing, the client hereby assigns to Triumfo International GmbH all claims arising from any resale of the goods subject to retention of title, with the amount of the assignment corresponding to the final invoice amount (value of the delivery plus VAT). Triumfo International GmbH accepts the assignment.
Place of Performance and Jurisdiction
The place of performance is the registered office of Triumfo International GmbH. The Berlin Regional Court shall have jurisdiction over all disputes. Local jurisdiction shall be determined by the registered office of Triumfo International GmbH. The law of the Federal Republic of Germany shall apply to these Terms and Conditions and to the entire legal relationship.
Final Provisions
Amendments or additions to this contract must be made in writing. Should individual provisions of this contract not have become part of the contract or be ineffective, the remainder of the contract shall remain effective. In place of the ineffective provision or contractual gap, an effective provision shall be deemed agreed that comes closest to the intention of the parties.
General Terms and Conditions · Triumfo International GmbH
