Triumfo International GmbH General Terms and conditions of Business (AGB)
1. Scope of application
1.1 All services, offers, deliveries, order confirmations and conclusion of contracts of Triumfo International GmbH are carried out exclusively on the basis of these general terms and conditions.
1.2 The inclusion of other general terms and conditions, in particular those of the client, is expressly excluded. This also applies in the event that these are transmitted to Triumfo International GmbH in a letter of confirmation or in any other way. Deviating conditions require the express written confirmation by Triumfo International GmbH to be effective. This also applies to the waiver of the written form requirement.
2. Offer, conclusion of contract
2.1 The prices quoted in the offers are subject to confirmation and may be freely revoked until the order is placed. The contract is only concluded when Triumfo International GmbH confirms the order or signs a contract.
2.2 The prices quoted in the offer are valid for a period of 4 weeks from the date of the offer. Thereafter Triumfo International GmbH is entitled to revoke the offer and to name a new price at any time before the contract is signed.
2.3 Annexes to the offers (drawings, samples, drafts, plans, performance data, etc.) only contain approximate values unless they are designated as binding.
3. Intellectual property rights
3.1 Designs, plans, drawings, production and assembly documents remain with all rights property of Triumfo International GmbH. Changes to the documents may only be made by Triumfo International GmbH or authorized persons. The transfer of ownership and use rights as well as the authorization for reuse, replication or duplication require the written approval.
Triumfo International GmbH is entitled to use documents of the aforementioned type for advertising purposes.
3.2 When executing orders in accordance with drafts or drawing documents specified by the client, the latter assumes the guarantee that this does not violate the rights of third parties. The client indemnifies Triumfo International GmbH from any claims for damages resulting from any infringement of third-party property rights. He also undertakes to pay damages.
4. Prices, terms of payment
4.1 The prices are quoted in euros plus the applicable statutory value-added tax.
4.2 The prices do not include the costs for packaging, freight, postage, insurance, etc..
4.3 Subject to any other provision, invoices shall be paid as follows, without deduction of discount or other deductions: 90 % upon confirmation of order and 10 % 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 for all outstanding deliveries and services or to demand further advance payments not previously agreed.
4.5 If the customer terminates the contract, Triumfo International GmbH is entitled to compensation for the services rendered. Services provided include third party services that Triumfo International GmbH has commissioned to fulfill the contract. In addition, Triumfo International GmbH has a flat-rate claim to 20% of the total contract value as compensation for the termination of the contract, unless the client proves a lower damage.
5. Hall Floor
5.1 The stand area must be freely available according to the construction dates. The stand surface must be so flat that the stand can be set up and mounted without additional floor levelling elements.
5.2 In the event of unevenness etc., Triumfo International GmbH shall make best possible arrangements to achieve a level flooring under the circumstance. The costs for this will be invoiced separately by Triumfo International GmbH or the organizer.
5.3 Triumfo International GmbH shall not be responsible for this if the floor covering and/or exhibition stand cannot be installed properly due to a lack of floor quality.
6. Performance and delivery time
6.1 The contractual services shall be completed in accordance with the agreement. Usually by 6 p.m. on the day before the opening of the fair at the latest.
6.2 Triumfo International GmbH reserves the right to carry out minor remaining work until the opening of the trade fair or exhibition, provided that this does not significantly impair the commissioning of the trade fair stand by the customer.
6.3 If completion is delayed due to events for which Triumfo International GmbH is not responsible, Triumfo International GmbH is entitled to either withdraw from the contract in whole or in part or to demand a reasonable extension of the delivery period and to demand compensation from the customer for the resulting additional costs.
6.4 Insignificant deviations from the agreed services, which become technically conditional or necessary for other reasons, are permissible provided they do not impair the functional capability. Changes at the request of the client after placing the order will be charged.
6.5 Stand dismantling shall take place no later than after the close of the fair. For this purpose, furnishings and materials of the customer or exhibitor must be removed immediately after the end of the trade fair so that stand dismantling can take place without delay or hindrance. If furnishings, materials or exhibits of the customer or the exhibitor have to be removed, removed or packaged, we will charge the resulting costs on a time and material basis. Items handed over to the customer for use are to be returned in proper condition, in particular cleaned. Damaged items that can no longer be used by Triumfo International GmbH will be invoiced to the customer at the replacement price.
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 through no fault of Triumfo International GmbH etc., the customer will be notified immediately to the extent possible. The client is entitled to withdraw immediately. Claims of the client for damages due to noncompliance with the performance period are excluded, unless the default is due to a grossly negligent or intentional breach of duty by Triumfo International GmbH or one of its legal representatives or vicarious agents.
7. Rented objects
7.1 Objects that have been taken over due to a rental agreement between Triumfo International GmbH and the customer are to be returned immediately after the end of the exhibition or event at the request of Triumfo International GmbH.
7.2 The leased objects are to be treated carefully by the customer.
7.3 The client has no right of retention of the rented object in connection with any claims. The customer is liable for all necessary repairs and repairs that are not attributable to normal wear and tear of the rental object.
7.4 Unless otherwise agreed, the rental costs are calculated on calendar days. The rental begins with the transfer date, the rental ends with the return of the rental object. If the customer returns the rented goods late, the full rent is due for each additional day.
8. Acceptance and notice of defects
8.1 The customer is obliged to accept the contractually produced work. Due to insignificant defects, the acceptance cannot be refused. The customer undertakes to be present on the day of acceptance or to be represented by an authorized representative.
8.2 The work shall also be considered as accepted if Triumfo International GmbH has set the customer a reasonable deadline for acceptance after completion of the work and the customer has not refused acceptance within this period, stating at least one defect. In this respect, it is expressly agreed that in special cases, an admission period of one hour before the start of the fair is appropriate.
8.3 Defects recognizable at the time of acceptance are to be reported immediately, in particular in writing, in such a timely manner that subsequent performance can still be carried out until the beginning of the trade fair. Small differences in the shades of printed matter, foils, surfaces and coverings are not considered defects.
8.4 If the customer uses the work or a part of the work without prior formal acceptance, the work shall be deemed to have been accepted unless prior defects have been found which would prevent the acceptance.
9. Warranty, liability
9.1 In the event of a justified and timely notice of defects, the customer’s claims for possible defects of the work or an item shall be limited to the right to subsequent performance. In the event that subsequent performance fails twice, the customer shall be entitled to a reduction in price or to withdraw from the contract.
9.2 Further claims based on 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 is not liable for any loss or delay caused by the fact that the client has not paid payments to third parties (costs for electricity, rent, transport, equipment, etc.) in time to the third party.
Triumfo International GmbH is entitled to use third parties at its discretion and choice for the purpose of fulfilling its delivery and service obligations.
11.1 The items provided to the customer for temporary use only shall be insured by the customer under an exhibition insurance policy from the day before the start of the fair, 6 p.m., until 7 a.m. the day after the end of the fair.
11.2 The client assumes the placing of the order as well as the duty of supervision and care for the objects handed over to him by Triumfo International GmbH during the said period.
11.3 The customer shall be liable up to the amount of the sum insured stated by us for damages caused by him or third parties during this period, irrespective of whether these damages are covered by his insurance or not.
12. Offsetting, right of retention
12.1 The customer may only offset claims of Triumfo International GmbH if his claims are undisputed or have been legally established.
12.2 The assertion of a right of retention or right to refuse performance by the customer due to counterclaims that have not been recognized or have not become res judicata is excluded, unless these claims are based on the same contractual relationship.
13. Retention of title of stalls and delivered materials
13.1 All contractually owed assignments are subject to the settlement of all claims of Triumfo International GmbH from the business relationship with the client.
13.2 Without the express consent of Triumfo International GmbH, the client is not entitled to resell the reserved goods or to process or use them in any way. Deviating from this, the customer hereby assigns the claims from a resale of the reserved goods to Triumfo International GmbH, whereby the amount of the assignment corresponds to the final invoice amount (value of the delivery plus value added tax). Triumfo International GmbH accepts the assignment.
14. Place of Performance and Jurisdiction
Place of performance is the registered office of Triumfo International GmbH. The Berlin Regional Court has jurisdiction for all disputes. Local jurisdiction is determined by the registered office of Triumfo International GmbH. The law of the Federal Republic of Germany applies to the terms and conditions and the entire legal relationship.
15. Final clauses
Amendments or supplements 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 rest of the contract remains effective. In place of the ineffective provision or the loophole, an effective provision shall be deemed to have been agreed which comes closest to the will of the parties.