GENERAL TERMS AND CONDITIONS OF BUSINESS

 

Section 1. Applicability of these General Terms and Conditions of Business

1. These General Terms and Conditions of Business apply exclusively to all deliveries and offers of the ROBE GRUPPE (hereinafter Supplier). Any variation in terms between the contracting parties requires the Supplier’s prior written consent. Otherwise, any contradictory clauses are not component parts of the contract.

2. These General Terms and Conditions of Business also apply to all future transactions between the contracting parties, including where they are not expressly agreed.

3. In the event that the subject matter of a contract cannot be delivered in the technical condition agreed upon when the contract was entered into because the manufacturer has made unilateral technical improvements to it after the contract was entered into, the Supplier is entitled to deliver the improved version of the subject matter of the contract.

4. We retain the right to modify the measurements, weight, and color of delivered goods in comparison to the printed technical catalog information to the extent such deviations can be considered minor and reflect commercial conventions.

 

Section 2. Formation of a Contract

1. Offers contained in prospectuses, advertisements, etc. – including with regard to prices – are subject to change without notice and are not binding.

2. The Buyer’s order is a binding offer. The order has been made as soon as it is confirmed by the Supplier.

3. The Buyer assigns to ROBE GRUPPE right of access to the stand area for the duration of the setup of the stand until its surrender to the Buyer and for the duration of teardown after the exhibition closes until the end of the setup time.

 

Section 3. Prices, Price Modifications

1. Prices apply for four months from the date the contract is formed. When a delivery term of more than four months is agreed upon, the Supplier is entitled to pass along to the Buyer price increases for procurement, manufacture, delivery, and assembly and the like that occur in the interim, including costs that increase due to changes in the law (increase in tax on sales) in the relevant amount. If the increase is

more than 10%, the Buyer is entitled to withdraw from the contract.

2. Prices are always net exclusive of value-added tax. This must in principle be added.

3. Prices are understood to be ex Supplier’s works unless otherwise stated in the order confirmation.

4. Any over deliveries that were not included in the estimate and any changes, including those that are incurred due to a building situation that was previously unknown, are invoiced separately.

5. Special work or modifications desired by the Buyer that are not included in the original order are invoiced

separately.

6. Meetings requested by the Buyer after the order has been issued may be invoiced at an appropriate amount

in addition to the base expenditure of time and costs of travel, meals, and overnight accommodations.

 

Section 4. Payment/Interest Clause

1. The following payment mode applies to trade show and exhibition construction, to the extent not otherwise expressly agreed upon:

2. 50% within 8 days after the order is issued and/or the contract signed;

3. 40% at the start of trade show stand construction. Billing occurs so that the relevant funds have been credited to our bank account;

4. 10% upon trade show stand acceptance and prior to occurrence of the trade show/event.

5. Retention of payment or offsetting of Buyer’s counterclaims against the Supplier is excluded. Payment terms must be met exactly. When payment deadlines are missed, interest in the amount of 4% over the current Deutsche Bundesbank prime rate will be invoiced from the due date, notwithstanding assertion of any other default damages.

6. Deductions of any type are excluded. Prepayments are not subject to interest.

7. If the Buyer is more than 14 days in arrears with payments (Section 4, 1), the total amount is due and payable, without requiring a special demand.

8. When delivery dates are delayed at the request of the Buyer, payments are due as if normal delivery had been made.

9. Payments must be made exclusively to the ROBE GRUPPE.

 

Section 5. Promise of Cover

1. The Buyer affirms that it has sufficient financial means at the time of ordering to pay for this delivery. Notice must be given without delay of any subsequent business or financial payment problems. In the event that the Buyer is not able to pay the contract price in full, the Supplier can withdraw from the contract.

 

Section 6. Delivery Times

1. Delivery dates and/or deadlines must be in writing. The Supplier delivers at fixed trade show dates.

2. The delivery term begins only upon receipt of prepayment and any performance to be made by the Buyer, such as ordering materials, for instance, and only after clarification of all documents and technical and spatial details of execution by the Buyer.

3. The delivery term applies subject to unforeseeable obstacles that are beyond the control of the Supplier. In particular in the event of force majeure, governmental actions, transportation and operational disruptions, and subject to circumstances that make manufacture and/or delivery unduly difficult or impossible.

 

Section 7. Retention of Title

1. The delivered goods remain the property of the Supplier as reserved property until complete payment of all claims arising from the business relationship with the Buyer. This retention of title applies both to the goods delivered themselves and to any goods that are newly created through the manufacture of the delivered goods. If reserved property is sold by the Buyer, alone or together with objects belonging to the Supplier, the Supplier [sic] immediately assigns all outstanding accounts arising from future sales in the amount of the reserved property, together with all ancillary rights. The Supplier accepts the assignment. The Buyer must inform the Supplier without delay of any enforcement actions by third parties with respect to the reserved property or the assigned outstanding accounts, including surrendering documents required for an objection.

 

Section 8. Shipment and Passing of Risk

1. Shipment and transport occurs in all instances on the account and at the risk of the Supplier. No liability is assumed for damage or loss of the exhibitor’s own goods during transport.

 

Section 9. Warranty

1. Complaints regarding obvious defects in deliverables and performance must be made in writing without delay, no later than 10 days after receipt of the delivery at the ship-to location. With regard to deliverables and performance involving trade show and exhibition goods, notice of defects must be made in writing without delay but no later than 24 hours after acceptance of the trade show and exhibition goods. Such notice of defects must be directed in writing exclusively to the ROBE GRUPPE.

2. The Supplier retains the right to remedy a defect and replacement.

3. The Supplier may also make remedial efforts several times.

4. The Supplier bears the expenditures required for such remedial work.

5. If the Buyer prevents the Supplier from performing such remedial work, the Supplier is released from its liability.

6. Should attempts to remedy defects fail, claims to repudiation of the contract and reduction are reinstated.

7. A precondition of any warranty performance is complete payment.

8. Date of acceptance and work performed must be certified in writing to the Supplier and its subcontractors. The party ordering is obligated to appoint a responsible representative who can certify in a timely manner the date of acceptance and work performed.

9. To that extent the Supplier does not assume any warranty due to normal appearance of wear-and-tear. The Buyer is liable for all accidents, material damage, etc., that are the result of improper use. Local conditions at the site rented by the Buyer from the trade show could result in modifications during setup for which no warranty is assumed.

 

Section 10. Setup of Trade Show Stand

1. Any setup is performed by the Supplier, who must supply labor and setup materials and any other means required for the setup at its own expense.

 

Section 11. Subcontractors

1. Subcontractors agree to follow the directions of the ROBE GRUPPE or its agents. Only employees may be used who are properly registered and have health and social security insurance. By accepting the order, a subcontractor declares that it complies with this requirement.

2. Any recalculation by subcontractors is permissible only if the ROBE GRUPPE has been given written notice of the additional costs. Notice may be given by facsimile in urgent circumstances.

3. If a subcontractor is in default with its performance or rectification of defects, the ROBE GRUPPE can give the subcontractor an appropriate deadline for completing the outstanding work. If the subcontractor does not meet such deadline, the ROBE GRUPPE is entitled to have such outstanding work performed at the expense of the subcontractor.

4. The subcontractor is liable for the stand components at its disposal and for loss, theft, or damage.

 

Section 12. Limitation of Liability

1. Damage claims against the Supplier or its vicarious agents or assistants arising from positive violations of contractual duties, culpa in contrahendo, or tort are excluded if the damage was not intentional or caused by gross negligence.

 

Section 13. Rentals

1. The Buyer must treat objects rented by the Supplier with due care and give notice without delay of any damage.

2. The Supplier or its agent is entitled at any time to view the trade show or exhibition stand in order to verify its presence and condition.

3. If the trade show or exhibition stand or parts of it are stolen, seized or attached during the rental period, the Buyer must give notice without delay to the Supplier. In the event of theft, misappropriation, or damage, the Buyer is liable to the Supplier for replacement costs and loss of rental income from the object.

4. The Buyer is further liable for hidden damage that was not detected at the time the trade show or exhibition stand was returned or for which no notice was given. This also applies if the object concerned was confirmed as returned “free of damage.”

 

Section 14. Intellectual Property Rights

1. If the Buyer provides planning documents to the Supplier, the Buyer assumes the risk that manufacture and delivery of work performed according to such planning documents does not violate the protected rights of third parties. The Supplier is not obligated to review whether there are any third party rights affecting the documents provided by the Buyer. If third parties raise damage claims against the Buyer because the Supplier’s use of the documents provided entailed breach of protected rights, the Buyer indemnifies the Supplier for all present and future claims.

2. If, relying on an anticipatory brief of protection, a third party prohibits the Supplier from manufacturing and delivering objects for which the Buyer has supplied documents, the Buyer [sic] is entitled to stop work without reviewing the legal situation and to demand reimbursement of costs incurred from the Buyer.

3. Drafts, texts, drawings, and models and all rights to and in them that have been made by the Supplier remain the property of the Supplier. Assignment of ownership and intellectual property rights requires the written consent of the Supplier, in particular for reproduction and reinstallation.

 

Section 15. Lump Sums for Damages and Depreciation of Value

If the Buyer is in default of acceptance, the Supplier is entitled, after setting an appropriate grace period in conjunction with a threat to refuse acceptance, to demand a lump sum of 25% of the order total for depreciation of value. Assertion of additional damage claims remains unaffected. The payment of damages is proportionally higher or lower if the Supplier can show greater or the Buyer lesser damages.

 

Section 16. Marketing Permission

The Supplier is entitled to use graphical material and planning documents of its performance provided to the Buyer in any form whatsoever for the Supplier’s company marketing.

 

Section 17. Exclusion of Ancillary Agreements

Revisions and supplements to the respective contract must be in writing.

 

Section 18. Court of Venue

Bad Homburg is the exclusive court of venue. In the event of disputes with buyers whose domicile or registered

headquarters are outside the territory of application of the Federal Republic of Germany, exclusive

application of the law valid within the Federal Republic of Germany is deemed to have been agreed upon.

 

Section 19. Partial Validity

In the event that one of the above provisions is invalid, that shall not affect the validity of the remaining

provisions.

 

Bad Homburg, 10th August  2006