General Terms and Conditions for the Provision of Work Performance of Jost Veranstaltungsservice GmbH

Clause 1 Area of applicability

Clause 1.1.

Jost Veranstaltungsservice GmbH, Brückes 74 a, 55545 Bad Kreuznach, Germany (hereinafter referred to as “Contractor“), provides work performance solely to industry, commerce, crafts, trades, self-employed persons and other enterprises such as schools, universities, authorities and associations (hereinafter referred to as “Customer”), thus to natural persons, legal entities or partnerships with legal personality that are acting in a commercial or self-employed capacity upon entering into a legal transaction. All the legal relations between the Contractor and the Customer shall be based on these General Terms and Conditions exclusively.

Clause 1.2.

Any general terms and conditions of business deviating from or in addition to these General Terms and Conditions are expressly objected to; they shall apply only to the extent that these have been confirmed in writing by the Contractor. Upon placing its order, the Customer accepts the General Terms and Conditions of the Contractor. They shall also apply to all future transactions.

Clause 2 Conclusion of contract

Clause 2.1.

The offers of the Contractor apply solely to the Customers named under Clause 1. By placing its order, the Customer confirms that the work of the Contractor shall be used in these areas of activity and shall remain there.

Clause 2.2.

All offers are without obligation and thus only become binding upon written confirmation of the order or upon actual execution by the Contractor. There are no additional agreements, amendments, supplements and / or other deviations. They shall be valid only if the Contractor has given its consent thereto in writing. The services presented by the Contractor in advertising material, on its own website or in other media are not a binding offer on the part of the Contractor.

Clause 2.3.

The Contractor reserves the right to modify the product colour, design or technology where this serves to improve the product without giving separate notification of such modification. Images in catalogues are not required to match the real colours. Photocopies, drawings, dimensions, weights or other performance descriptions are binding only if confirmed in writing by the Contractor. Descriptions of the quality shall not be considered to be a guarantee. The Contractor shall not be liable for errors as a result of any printing errors.

Clause 3 Pricing

Clause 3.1.

All prices are net in EUROS plus dispatch costs, packaging and the applicable rate of value-added tax. Quantity discounts shall apply only for individual articles in the size and colour stated.

Clause 3.2.

If changes in material, wage or other costs occur after conclusion of contract due to unforeseeable circumstances, the Contractor is entitled to adjust the price against appropriate proof, unless a fixed price is explicitly agreed.

Clause 4 Delivery and acceptance

Clause 4.1.

All delivery dates and periods must be confirmed in writing. They are subject to unforeseeable production disruptions and punctual delivery by sub-suppliers of the required primary materials. Delivery is agreed “ex works” through collection by the Customer itself or through a forwarding agent or carrier determined by the Contractor.

Clause 4.2.

The Contractor shall not be responsible for any delays if the Customer fails to fulfil its obligation to participate or fails to do so in due time, particularly to obtain official permits or implementation plans, clarify the condition of the substrate, accessibility and the required utility connections (particularly wastewater, water and electricity) or down payments.

Clause 4.3.

Furthermore, the Contractor shall not be responsible for delays in performance where these are based on force majeure, which also includes industrial disputes at its own or at third-party business establishments, official orders or transport delays. In such cases, the performance obligations of the Contractor shall be suspended for the duration of the hindrances, which occurred as a result of the force majeure plus a reasonable start-up time.

Clause 4.4.

As soon as acceptance or a test run provided for in the contract is possible, the contractual delivery periods shall be considered observed.

Clause 4.5.

Unless otherwise agreed, the work is accepted as soon as the Customer uses it. If acceptance is agreed in the contract, it shall be carried out formally. If, according to the contract, the Contractor has provided the performance owed by it, a date for the acceptance test shall be agreed in writing. After carrying out the acceptance test, the Contractor shall issue an acceptance report, which shall be countersigned by the Customer. If a defect is only minor, acceptance cannot be refused. If the acceptance test is postponed for a reason for which the Contractor is not responsible, the costs incurred in this connection shall be invoiced to the Customer.

Clause 4.6.

The Customer may withdraw from the contract provided that it set the Contractor a reasonable period in advance for the complete fulfilment of its performance obligations and pointed out that the performance will be rejected after the end of the period.

Clause 4.7.

Im Falle der Verletzung von Mitwirkungspflichten kann der Auftragnehmer nach angemessener Fristsetzung ganz oder teilweise vom Vertrag zurücktreten sowie Schadensersatz in Höhe von 10 % des vereinbarten Preises verlangen. Dem Kunden ist der Nachweis gestattet, dass ein Schaden nicht oder wesentlich niedriger eingetreten ist. Gerät der Kunde in Annahmeverzug, geht die Gefahr des zufälligen Untergangs oder einer zufälligen Verschlechterung des Werkes auf den Kunden über.

Clause 5 Dispatch and passing of the risk

Clause 5.1.

Upon written request by the Customer, the contractual item can be insured in its name and for its account.

Clause 5.2.

The risk passes to the Customer upon handing over the consignment to the forwarding agent or carrier, however, at the latest upon the departure of the goods from the works of the Contractor. If delivery is delayed upon request by the Customer or for any other reason within its area of responsibility, the risk passes to the Customer upon the Contractor’s notification of the readiness for dispatch. In this case, the Contractor is also entitled to put the goods into storage in an appropriate manner at the expense of the Customer and to take all the measures required for the preservation thereof.

Clause 6 Terms of payment

Clause 6.1.

All payments of the Customer shall be made within 10 days after the date of the invoice free of charge to the Contractor in such a manner that the Contractor may freely dispose of the amount paid at the latest on the due date. If the time allowed for payment is exceeded, the Contractor shall charge interest at 8 percentage points above the respective base interest rate. Statutory provisions on a delay in payment remain unaffected.

Clause 6.2.

In spite of terms of repayment to the contrary of the Customer, the Contractor is entitled to offset the Customer’s payments against its older liabilities first. If costs and interest have arisen, the Contractor may first offset the Customer’s payments against the costs, then against the interest and thereafter against the principal claim. The Customer shall be informed of this procedure.

Clause 6.3.

Rebates, discounts or other reductions in the price may be claimed only if the Contractor has confirmed these in writing and the Customer is not in arrears with other payments.

Clause 6.4.

The Contractor shall only accept cheques and bills of exchange as conditional payment. The Customer shall pay any bank, discount or collection charges incurred in this context.

Clause 6.5.

The Customer may only offset counterclaims that have been declared legally valid or are uncontested against claims of the Contractor. It may only exercise a right of retention if it is based on the same contractual relationship. Claims against the Contractor may not be assigned or pledged.

Clause 6.6.

The Contractor is entitled to demand adequate security for its claims, even if these are conditional or have a fixed term. Likewise, the Contractor may request reasonable security for advance performance.

Clause 7 Warranty

Clause 7.1.

The work of the Contractor is in accordance with the contract and free from defects if it does not deviate or deviates only insignificantly from the agreed nature specified in the contractual agreements with the Customer. A minor defect shall be excluded as well as any defect caused by a circumstance for which the Contractor is not responsible. Without any express written agreement, the Contractor shall not guarantee or accept liability for a certain suitability and use of its work. Any liability for deterioration, improper handling or the loss of the work is also excluded after the risk has passed. This shall apply also if the Customer carries out any modifications such as changing individual parts in the work or fails to comply with the instructions of the Contractor. If the Customer intends to modify the work, the prior written approval of the Contractor must be obtained. In this case, all warranty claims of the Customer against the Contractor shall lapse.

Clause 7.2.

The Customer shall inspect the work immediately after receipt to determine whether it is free from defects and complete. Obvious defects can no longer be asserted after acceptance. Otherwise, the Contractor shall be notified of defects in writing without delay, however within 1 week of delivery at the latest. The defective work and/or the defective parts shall be made available to the Contractor for inspection and examination in the state in which they were in at the time when the defect was discovered.

Clause 7.3.

In the event of a defect and/or the absence of warranted characteristics, the Contractor may, at its option, either rectify the defect or supply a replacement, excluding any other warranty claims of the Customer. The Contractor may use equivalent materials in this connection provided these do not adversely affect the intended use by the Customer and can be reasonably expected of it. If the Contractor fails to successfully rectify the defect within a reasonable period, the Customer may set a deadline for adequate subsequent performance and after the expiry thereof, either reduce the agreed price or withdraw from the contract. The Customer shall have no further claims.

Clause 7.4.

The warranty period begins on the date of acceptance and runs for one year. Longer mandatory warranty periods prescribed by law remain unaffected. The limitation period shall not be extended or begin anew as a result of the provision of a replacement or subsequent improvement.

Clause 7.5.

The assertion of further claims and rights is excluded, particularly on account of the normal wear of the work.

Clause 8 General limitations of liability

Clause 8.1.

To the extent permitted by law and except where otherwise specified in these provisions, the Contractor shall be liable for damages only in case of intent or gross negligence. This limitation of liability shall apply to every claim asserted whatever the legal ground and thus includes particularly claims based on an infringement of contractual or out-of-court obligations or statutory claims or obligations upon the initiation of the contract.

Clause 8.2.

Except in case of intent or gross negligence, the Contractor shall be liable for typical and foreseeable damage only in case of culpable breaches of duty. The liability of the Contractor is also excluded for damage, which did not occur on the product itself. In particular, the Contractor shall not accept liability for lost profit or other financial damage of the Customer.

Clause 8.3.

Insofar as the liability of the Contractor is excluded or limited, this shall apply to the personal liability of its salaried employees, workers, representatives and vicarious agents accordingly.

Clause 8.4.

None of this shall apply to claims based on the Product Liability Act.

Clause 9 Reservation of title

Clause 9.1.

The Contractor reserves title to all goods and products supplied until payment of all its claims (including the statutory VAT). The balance claim of the Contractor based on the entire business relationship with the Customer is secured by the reservation of title.

Clause 9.2.

In case of conduct in breach of the contract on the part of the Customer, particularly in case of a delay in payment, the Contractor shall be entitled to take back the contractual item by offsetting this against the compensation for work. The taking-back of the contractual item and the seizure thereof by the Contractor shall not be considered withdrawal from the contract, unless the Customer expressly stated this in writing.

Clause 9.3.

If the Customer sells, processes or transforms the goods and products delivered by the Contractor in the ordinary course of its business, the Customer hereby assigns the claims or receivables to which it is entitled vis-à-vis third parties based on the sale, processing or transformation at the amount of the receivables to which the Contractor is entitled according to No. 1 above. The Contractor hereby accepts this assignment, however without being obliged to take action against third parties based on the assignment.

Clause 9.4.

The Customer is not entitled to pledge goods and products subject to reservation of title or to transfer them as security to third parties. It is also prohibited from any assignment of the claims to which it is entitled from the sale, processing or transformation of the reserved goods.

Clause 9.5.

In case of the seizure of or other interventions by third parties in respect of the reserved goods, the Customer shall immediately notify the Contractor in writing so that it can bring legal action pursuant to Section 771 of the German Code of Civil Procedure. The Customer shall bring the attention of the seizing party or the third party intervening in any other manner in the reserved goods to the Contractor’s reservation of title. If the Customer fails to do so and the third party does not release the reserved goods in favour of the Contractor, the Customer shall be liable for the damage suffered in this connection by the Contractor, particularly for the court and out-of-court costs of legal action pursuant to Section 771 of the German Code of Civil Procedure incurred by the Contractor and not otherwise reimbursed.

Clause 9.6.

The Customer is obliged to treat the reserved item with care and to carry out maintenance and repairs at its own expense in due time. Finally, the Customer shall adequately insure the reserved item at its own expense against theft, fire and water damage. The Customer hereby assigns any compensation payments by insurers under these insurance contracts to the Contractor who accepts such assignment.

Clause 9.7.

The Contractor undertakes to neither disclose the previous assignments nor collect the receivables arising from these in its favour for as long as the Customer meets its payment obligations in due time and no petition for opening insolvency proceedings has been filed. Furthermore, the Contractor is willing to release the security to which it is entitled upon demand by the Customer provided that the value of the security does not exceed the receivables to be secured according to No. 1 above by more than 20%. The Contractor shall be responsible for selecting the security to be released in this connection.

Clause 10 Data protection

Clause 10.1.

The Contractor shall save, process and, if necessary, transfer using IT means to third parties for contractual implementation, the personal data and company-related data of the customers of the Contractor required for processing the transaction.

Clause 10.2.

Furthermore, data shall be collected and processed for the Contractor’s own advertising purposes. No address data of the customers of the Contractor shall be disclosed. The customers of the Contractor may object to the use, disclosure or transfer of their data for advertising purposes at any time.

Clause 10.3.

All of this shall occur in compliance with data protection laws and provisions. Special importance is attached to the protection and confidentiality of the data of the customers of the Contractor.

Clause 10.4.

The Contractor is entitled to all the copyright rights and rights of use to the work. The documents of the Contractor, such as samples, plans, drawings, descriptions or software, may not be modified, copied or made accessible to third parties without the Contractor’s approval. All documents shall be returned without retaining copies upon demand by the Contractor. The Contractor retains ownership of all documents. Use is permitted in accordance with the object of the contract only. Any change or removal of markings affixed to the contractually supplied items of the Contractor is prohibited.

Clause 11 Applicable law

The law of the Federal Republic of Germany applies exclusively.

Clause 12 Place of jurisdiction

The place of jurisdiction for both Parties is Bad Kreuznach, Germany. Notwithstanding this, the Contractor is entitled to bring legal action against the Customer at its place of general jurisdiction.

Clause 13 Final provisions

Should individual provisions of these terms of contract or agreements reached otherwise be or become invalid, the validity of the remaining provisions and the validity of the contract in other respects shall not be affected. Instead, a provision which most closely approximates the achievement of the object of the contract and its commercial aim shall replace the invalid agreement.

General Terms and Conditions of Lease of Jost Veranstaltungsservice GmbH

Clause 1 Area of applicability

Clause 1.1.

Jost Veranstaltungsservice GmbH, Brückes 74 a, 55545 Bad Kreuznach, Germany (hereinafter referred to as “Lessor“) leases out toilet containers, podiums, tents, tent halls etc. including accessories to consumers and enterprises (hereinafter referred to as “Lessee”) based on the General Terms and Conditions set out below. For the purposes of these General Terms and Conditions, enterprises are defined as natural persons, legal entities or partnerships with legal personality that are acting in a commercial or selfemployed capacity upon entering into a legal transaction, hence the industry, commerce, crafts, trades, self-employed persons and other enterprises such as schools, universities, authorities and associations. For the purposes of these General Terms and Conditions, consumers are natural persons with which the Lessor enters into business relations without it being possible to allocate a commercial or self-employed activity to these persons.

Clause 1.2.

Any general terms and conditions of business deviating from or in addition to General Terms and Conditions are expressly objected to; they shall apply only to the extent that these have been confirmed in writing by the Lessor. Upon placing its order, the Lessee accepts the General Terms and Conditions of the Lessor. They shall also apply to all future transactions.

Clause 2 Conclusion of contract

Clause 2.1.

The offers of the Lessor are without obligation and become binding only upon the written order confirmation of the Lessor. The Lessor is permitted to lease out a subject of the contract to the Lessee other than the one offered if this is equally suitable for the use intended by the Lessee and can be reasonably expected of the Lessor. Photocopies, drawings, dimensions, weights or other performance descriptions are binding only if confirmed in writing by the Lessor. The Lessor shall not be liable for errors as a result of any printing errors.

Clause 2.2.

By placing its order, the Lessee confirms that the products of the Lessor shall be used in the Lessee’s areas of activity and shall remain there, unless the passing on thereof to third parties has been expressly agreed in writing.

Clause 2.3.

There are no additional agreements, amendments, supplements and / or other deviations. They shall be valid only if the Lessor has given its consent thereto in writing. The services presented by the Lessor in advertising material, on its own website or in other media are not a binding offer on the part of the Lessor.

Clause 2.4.

If a consumer leases the subject of the contract through means of distance communication, he shall immediately receive confirmation of receipt by the Lessor, which shall not, under any circumstances, be considered a binding acceptance of the lease offer but may be combined with a separate declaration of acceptance. Upon written request by the consumer, the Lessee shall be sent the text of the contract and these applicable General Terms and Conditions by e-mail.

Clause 3 Subject of the contract

Clause 3.1.

The Lessee is obliged to obtain any official permits required for the erection of the subject of the contract on public paths, roads or places. The Lessee shall apply for the acceptance prescribed by regional building regulations with the competent authority at an early stage as this is carried out in the presence of the erecting engineer before handover of the unit/facility to the Lessee. The Lessor shall make the inspection log book required for this purpose available for as long as required. It may only be used for submission to the authority carrying out the acceptance because drawings and statics calculations are protected by copyright. The inspection log book contains an originally verified calculation of the statics with an inspection report of an Inspection Office for Structural Engineering Statics [Prüfamt für Baustatik], a model approval and any transfer permit as well as forms for the acceptance. Special designs shall be treated separately – depending on the model and place of erection. All the requirements laid down upon acceptance shall be met by the Lessee, unless they concern the subject of the contract as such. The required fire extinguishers, emergency lighting and signage shall be affixed by the Lessee and kept ready for operation. The acceptance fees shall be paid by the Lessee. The Lessee shall certify proper handover of the finished unit/facility to the erecting engineer of the Lessor. Furthermore, the Lessee is obliged to provide exact hall plans and a verified overall site plan of the site four weeks before the start of erection. The construction site shall be made available by the Lessee with a sufficient time for setup and dismantling work. In the event of any interruptions in the set-up and dismantling work that become necessary or insufficient time for which the Lessee is responsible, the additional expenses incurred as a result of this shall be borne by the Lessee. Clause 4.2 applies accordingly.

Clause 3.2.

The Lessee shall ensure that the ground of the site is level and the subject of the contract can be erected upon it. It shall restore the original state of the site after the end of the dismantling work. If this is not possible, the ground shall be levelled, the costs of which shall be borne by the Lessee. Access and exit routes as well as the construction site must be negotiable by road trains with a payload of up to 40 t. The Lessee or its authorised representative shall determine the exact place of erection and give instructions in this regard. The Lessee shall be responsible for any consequences occurring as a result of the unsuitability of the terrain. The securing, enclosure and lighting of the construction site and the detection of the location of underground and overhead power lines is the responsibility of the Lessee. The Lessee shall put up a construction notification in due time and ensure that the requirements of the regional building regulations for mobile constructions and, if applicable, the Regulations on Places of Assembly have been observed in terms of safety distances, emergency exits etc. The Lessee shall make sufficient space available to the Lessor within the construction site for a building container or a suitable, lockable room and, if possible, toilets and washing facilities. Clause 4.2. applies accordingly.

Clause 3.3.

The Lessee is obliged to use the subject of the contract only as intended in the contract. Furthermore, the Lessee is obliged to treat the subject of the contract appropriately and have it operated by trained personnel only. It shall carry out any required maintenance and servicing measures notified to it itself, taking account of statutory provisions. In particular, the Lessee shall ensure that roofs are immediately cleared from the snow load in the event of significant snowfall. The Lessee is obliged to everything that can be reasonably expected of it to minimise any damage, also caused through force majeure. The Lessee may not carry out, have carried out or tolerate any further repairs or modifications to the leased property. All the consequences arising from this shall be for its account. In particular, a tent frame may not be used as hanging apparatus, particularly for heavy loads. Damage or modifications to the subject of the contract by painting scaffolding components and flooring, any adhesive affixtures, drilling of holes and similar are not permitted. The costs of any required restoration of the original state shall be borne by the Lessee. Anyone who moves or removes construction parts or bracing and moves emergency exits or makes them unusable is liable to punishment under construction laws. If construction parts, roofing or covering should loosen or come off, the Lessee is obliged to immediately notify the Lessor and initiate the required securing measures. In the event of imminent danger from a storm or severe weather, the Lessee or the user of the subject of the contract obliged in this respect by it shall immediately seal off all exits and entrances and if necessary, have the subject of the contract cleared of people.

Clause 3.4.

The Lessee is obliged to ensure that the Lessor has access to the subject of the contract at any time so that it can carry out technical inspections of the condition and functionality of the subject of the contract or have these carried out. If access is not ensured by the Lessee, the Lessor shall be considered to have rendered its performance. Any complaints shall then no longer entitle to the Lessee to reduce the rent.

Clause 3.5.

The Lessee shall insure the subject of the contract against damage, destruction, theft or loss. The Lessee shall bear the risks resulting from this and shall notify the Lessor immediately of the occurrence of one of the events named above. This shall apply even where it is not responsible for the event.

Clause 3.6.

If the Lessee acts as an entrepreneur within the meaning of Clause 1, it is obliged to insure the subject of the contract against burglary, theft, fire and water damage, transport risk to and from the place of use and – as far as insurable – force majeure. The Lessee shall furnish suitable proof to the Lessor that such insurance has been taken out. Claims based on this insurance are hereby assigned to the Lessor, who accepts the assignment. In the event of damage, the Lessee is obliged to immediately inform the Lessor in writing. The Lessee hereby assigns any claims it has against third parties for compensation to the Lessor insofar as the Lessor is also entitled to these against the Lessee. The Lessor accepts this assignment.

Clause 3.7.

The subject of the contract shall be erected at the location agreed between the Lessor and the Lessee. Moving the subject of the contract away from the contractually agreed location requires the written approval of the Lessor. The Lessor shall be notified of the new location. All risks involved in the transfer to the new location shall be borne by the Lessee. The Lessee shall ensure the suitable quality of the substrate, the accessibility and the required utility connections (particularly waste water, water and electricity).

Clause 3.8.

Any permission of use by third parties is prohibited. Clause 2.2. applies accordingly.

Clause 3.9.

If the subject of the contract is combined with a plot of land, a building or a unit/facility, this shall not become an integral part within the meaning of Section 95 of the German Civil Code. The subject of the contract must be returned after termination of the lease agreement.

Clause 3.10.

If third parties assert rights to the subject of the contract – seize it for example – and thus take possession of the object, the Lessee is obliged to immediately notify the Lessor thereof in writing so that the Lessor can bring legal action pursuant to Section 771 of the German Code of Civil Procedure. The Lessee shall bring the attention of the seizing party or the third party intervening in any other manner in the subject of the contract to the existing rights of Lessor. If the Lessee fails to do so and the third party does not release the reserved goods in favour of the Lessor, the Lessee shall be liable for the damage suffered in this connection by the Lessor, particularly for the court and out-ofcourt costs of legal action pursuant to Section 771 of the German Code of Civil Procedure incurred by the Lessor and not otherwise reimbursed.

Clause 3.11.

The costs of the loading and the transport of the subject of the contract, waste disposal and the maintenance of the subject of the contract during the lease period shall be borne by the Lessee. However, the performance of maintenance shall otherwise be for the account of the Lessor.

Clause 4 Delivery

Clause 4.1.

All provision and delivery dates and periods must be confirmed in writing. They are subject to unforeseen production disruptions and punctual delivery by sub-suppliers of the required primary materials.

Clause 4.2.

The Lessor shall not be responsible for any delays if the Lessee fails to fulfil its obligations to participate or fails to do so in due time, particularly if it is responsible for obtaining official permits and implementation plans or clarifying technical details, the condition of the substrate, accessibility and the required utility connections (particularly waste water, water and electricity) or making down payments. Clauses 3.1. and 3.2. apply accordingly.

Clause 4.3.

The Lessor shall not be responsible for delays in delivery where these are based on force majeure, which also includes industrial disputes at its own or at third-party business establishments, official orders or transport delays. In such cases, the performance obligations of the Lessor shall be suspended for the duration of the hindrances, which occurred as a result of the force majeure plus a reasonable start-up time.

Clause 4.4.

The Lessor shall not be liable for a transport undertaking engaged by the Lessee in the event of delayed delivery or return of the subject of the contract. Clause 6 applies to a transport undertaking engaged by the Lessor. If the Lessee transports the subject of the contract itself, it is responsible for professional execution. In the event of the damage to or destruction or loss of the subject of the contract, it shall be liable to the Lessor for the damage occurring.

Clause 4.5.

The Lessee is responsible for professional unloading in due form and the connection of the subject of the contract to the prepared utility connections upon unloading, unless otherwise agreed. The costs of delivery, erection and dismantling as well as the final cleaning of the subject of the contract are not included in the rent.

Clause 5 Warranty

Clause 5.1.

The Lessor shall be liable only if the Lessee cannot achieve the contractually agreed purpose of use for reasons attributable to the leased property or the usability of the subject of the contract is considerably restricted.

Clause 5.2.

The Lessee shall inspect the subject of the contract for any defects immediately after delivery. Obvious defects cannot be asserted after such time. Other defects shall be notified to the Lessor immediately after gaining knowledge thereof. The defective items shall be made available to the Lessor for inspection and examination in the state in which they were in at the time when the defect was discovered. Unless otherwise agreed, further claims of the Lessee shall be excluded except for claims to a reduction of the rent. The Lessor shall not accept any liability for lost profit or other financial losses of the Lessee based on a defect in the subject of the contract.

Clause 6 General limitations of liability

Clause 6.1.

To the extent permitted by law and except where otherwise specified in these provisions, the Lessor shall be liable for damages only in case of intent or gross negligence. This limitation of liability shall apply to every claim asserted whatever the legal ground and thus includes particularly claims based on an infringement of contractual or out-of-court obligations or statutory claims or obligations upon the initiation of the contract.

Clause 6.2.

Except in case of intent or gross negligence, the Lessor shall be liable for typical and foreseeable damage only in case of culpable breaches of duty. The liability of the Lessor is also excluded for damage caused to the legal assets of the Lessee by the leased property. In particular, the Lessor shall not accept any liability for lost profit or other financial damage of the Lessee.

Clause 6.3.

Furthermore, the Lessor shall be liable only based on the Product Liability Act and in the event of injury to life, body or health or on account of the culpable breach of essential contractual obligations.

Clause 6.4.

Insofar as the liability of the Lessor is excluded or limited, this shall apply to the personal liability of its salaried employees, workers, representatives and vicarious agents accordingly.

Clause 6.5.

All damage which the Lessee could have averted if due care had been applied or which occurs through the culpable conduct of the Lessee shall be for its account. The Lessee shall be liable for all property damage and injuries occurring for which it is responsible as a result of the operation and use of the leased property. In particular, the Lessee’s attention is drawn to the necessity of it taking out visitors’ and third-party liability insurance.

Clause 7 Term of the Lease Agreement

Clause 7.1.

The lease period begins on the contractually agreed date. If the subject of the contract is delivered on a later date for reasons for which the Lessor is responsible, the lease period shall begin upon actual delivery.

Clause 7.2.

The lease period ends on the contractually agreed date. The notice period is 10 days otherwise. Both Parties reserve the right to terminate for cause. A cause has occurred particularly if the Lessee uses the subject of the contract contrary to contract, neglects its duties of care despite receipt of a prior written warning, if there is a reason for its insolvency, it provides the subject of the contract to third parties without authorisation or it takes the subject of the contract to a location other than contractually agreed.

Clause 7.3.

As a basic principle, the Parties cannot withdraw from the contract without being liable to pay damages.

Clause 7.4.

If commissioning or an event cannot take place as a result of an official order or for reasons for which the Lessee is not responsible, the Lessee shall notify the Lessor without delay. In these cases, the Lessor may only invoice the costs incurred until such time and still to be expected if it cannot avoid these. If damage is caused to the subject of the contract by force majeure or other impacts for which neither of the Parties is responsible and which make commissioning impossible or interrupt operations in progress, the Lessee shall be entitled to be credited the net rent corresponding to the reduced the lease period. Further claims are excluded.

Clause 7.5.

If the Lessee continues to use the subject of the contract after the end of the lease period, the claim to payment of the rent shall continue to be valid.

Clause 8 Return of the subject of contract

Clause 8.1.

The Lessee shall return the subject of the contract including the accessories received in due time in a condition conforming with the contract. Until this condition is restored, the subject of contract shall not be considered returned. This applies also if the subject of contract is returned incompletely. If the Lessor is responsible for the taking-back and collection of the subject of contract from the Lessee, this shall take place within 14 days after termination of the contract.

Clause 8.2.

If the subject of contract is not returned in a condition conforming with the contract, the Lessor may have the efforts required to restore this condition carried out by its own or third-party personnel and invoice the costs to the Lessee.

Clause 8.3.

Upon return, the subject of the contract shall be examined by the Lessor in the presence of the Lessee. The result of the examination shall be recorded in writing and signed. Otherwise the subject of the contract shall be examined, upon demand, by an expert who shall be appointed by the President of the Chamber of Commerce and Industry in Koblenz. The expert opinion shall be binding on both Parties including the costs of the expert opinion as regards the extent of defects, the cause thereof and the expected costs of rectification.

Clause 9 Terms of payment

Clause 9.1.

The lease period related to the rent begins on the agreed date of loading and ends on the agreed date of the receipt back of the leased property by the Lessor. The rent is based on the cost structure on the date of the order confirmation. Additional costs which must be documented and/or collectively agreed pay increases, also in the transport sector, require that the contracting parties renegotiate the rent with a view to an adjustment.

Clause 9.2.

All invoices shall be paid within 10 days after the date of the invoice free of charge to the Lessor in such a manner that the Lessor may freely dispose of the amount paid at the latest on the due date. If the time allowed for payment is exceeded, the Lessor shall at least charge interest at 8 percentage points p.a. above the base interest rate if the Lessee is an entrepreneur as defined in Clause 1; otherwise 5 percentage points p.a. above the respective base interest rate for consumers. Statutory provisions on a delay in payment remain unaffected.

Clause 9.3.

The Lessor is entitled to offset payments by the Lessee against its older liabilities first. If costs and interest have arisen, the Lessor may first offset the payment of the Lessee against the costs, then against the interest and thereafter against the principal claim. The Lessee shall be informed of this procedure.

Clause 9.4.

Any offsetting against claims of the Lessor is excluded, unless the claim to be offset is uncontested or has been declared legally valid. A right of retention is excluded, unless it is based on the same contractual relationship. The Lessee may only exercise a right of retention if it is based on the same contractual relationship. Claims against the Lessor may not be assigned or pledged.

Clause 9.5.

If the Lessee is more than 10 days in delay, the Lessor may immediately take direct possession of the lease item. This also applies to the opening of insolvency proceedings against the assets of the Lessee.

Clause 9.6.

Rebates, discounts or other reductions in the price may be claimed only if the Lessor has confirmed these in writing and the Lessee is not in arrears with other payments.

Clause 9.7.

Objections to invoices issued shall be raised in writing within the time allowed for payment, otherwise the invoice shall be considered accepted.

Clause 9.8.

The Lessor shall only accept cheques and bills of exchange as conditional payment. The Lessee shall pay any bank, discount or collection charges incurred in this context.

Clause 9.9.

The Lessor undertakes to neither disclose the previous assignments nor collect the receivables arising from these in its favour as long as the Lessee meets its payment obligations in due time and no petition for opening insolvency proceedings has been filed.

Clause 9.10.

Der Vermieter verpflichtet sich, die zuvor erfolgten Abtretungen solange nicht offen zu legen und die sich hieraus zu ihren Gunsten ergebenden Forderungen solange nicht einzuziehen, soweit der Mieter seinen Zahlungsverpflichtungen fristgerecht nachkommt und kein Antrag auf Eröffnung des Insolvenzverfahrens gestellt worden ist.

Clause 10 Data protection

Clause 10.1

The Lessor shall save, process and, if necessary, transfer using IT means to third parties for contractual implementation, the personal data and company-related data of the customers of the Lessor required for processing the transaction.

Clause 10.2

Furthermore, data shall be collected and processed for the Lessor’s own advertising purposes. No address data of the customers of the Lessor shall be disclosed. The customers of the Lessor may object to the use, disclosure or transfer of their data for advertising purposes at any time.

Clause 10.3

All of this shall occur in compliance with data protection laws and provisions. Special importance is attached to the protection and confidentiality of the data of the customers of the Lessor.

Clause 11 Applicable law

The law of the Federal Republic of Germany applies exclusively.

Clause 12 Place of jurisdiction

The place of jurisdiction for both Parties is Bad Kreuznach, Germany, if the Parties are entrepreneurs. In this case, the Lessor is, however, also entitled to bring legal action against the Lessee at its place of general jurisdiction.

Clause 13 Final provisions

Should individual provisions of these terms of contract or agreements reached otherwise be or become invalid, the validity of the remaining provisions and the validity of the contract in other respects shall not be affected. Instead, a provision which most closely approximates the achievement of the object of the contract and its commercial aim shall replace the invalid agreement.

General Terms and Conditions of Sale of Jost Veranstaltungsservice GmbH

Clause 1 Area of applicability

Clause 1.1.

Jost Veranstaltungsservice GmbH, Brückes 74 a, 55545 Bad Kreuznach, Germany (hereinafter referred to as the “Seller”), sells goods solely to the industry, commerce, crafts, trades, self-employed persons and other enterprises such as schools, universities, authorities and associations (hereinafter referred to as “Customer”), thus to natural persons, legal entities or partnerships with legal personality that are acting in a commercial or self-employed capacity upon entering into a legal transaction. All legal relations between the Seller and the Customer are based on these General Terms and Conditions of Sale exclusively.

Clause 1.2.

Any general terms and conditions of business deviating from or in addition to these General Terms and Conditions are expressly objected to; they shall apply only to the extent that these have been confirmed in writing by the Seller. Upon placing its order, the Customer accepts the General Terms and Conditions of the Seller. They shall also apply to all future transactions.

Clause 2 Conclusion of contract

Clause 2.1.

The offers of the Seller apply solely to the Customers named under Clause 1. By placing its order the Customer confirms that the products of the Seller shall be used in its areas of activity and shall remain there.

Clause 2.2.

All offers are without obligation and thus only become binding once the Seller confirms the order in writing or places an order for the dispatch of the goods. There are no additional agreements, amendments, supplements and / or other deviations. They shall be valid only if the Seller has given its consent thereto in writing. The services presented by the Seller in advertising material, on its own website or in other media are not a binding offer on the part of the Seller.

Clause 2.3.

The Seller reserves the right to modify the product colour, design or technology where this serves to improve the product without giving separate notification of such modification. Images in catalogues are not required to match the real colours. Photocopies, drawings, dimensions, weights or other performance descriptions are binding only if confirmed in writing by the Seller. Descriptions of the quality shall not be considered to be a guarantee. The Seller shall not be liable for errors as a result of any printing errors.

Clause 3 Pricing

All prices are net in EUROS plus dispatch costs, packaging and the applicable rate of value-added tax. All prices are based on today’s production costs. The agreed prices are fixed prices, which are guaranteed until the end of the agreed period. After the end of this fixed-price guarantee and in case of delivery delays, for which the Seller is not responsible, the Seller may correct the prices on the basis of a change in prime costs at the actual time of delivery.

Clause 4 Delivery

Clause 4.1.

All delivery dates and periods must be confirmed in writing and are subject to unforeseeable production disruptions and punctual delivery by sub-suppliers of the required primary materials.

Clause 4.2.

Delivery periods begin to run on the date of the order confirmation issued by the Seller, however not before the complete clarification of all details of the contractual relationship. The time when the goods are handed over to the forwarder or carrier within the meaning of No. 4.4. below and have left the works of the Seller is relevant for compliance with delivery periods. The same applies to delivery dates.

Clause 4.3.

The Seller shall not be responsible for delays in delivery or other performance where these are based on force majeure, which also includes industrial disputes at its own or at third-party business establishments, official orders or transport delays. In such cases, the delivery and performance obligations of the Seller shall be suspended for the duration of the hindrances, which occurred as a result of the force majeure plus a reasonable startup time.

Clause 4.4.

Delivery is agreed “ex works” through collection by the Customer itself or through a forwarding agent or carrier determined by the Seller. The risk passes to the Customer upon handing over the ordered goods to the forwarding agent or carrier, however, at the latest upon the departure of the goods from the works of the Seller. If delivery is delayed upon request by the Customer or for any other reason within its area of responsibility, the risk passes to the Customer upon the Seller’s notification of the readiness for dispatch. In this case the Seller is also entitled to put the goods into storage in an appropriate manner at the expense of the Customer and to take all the measures required for the preservation thereof. The delivery period of the Seller shall be extended to a reasonable extent in such case. Statutory provisions on a delay in acceptance shall remain unaffected by this. If in these cases the Seller is unable to effect delivery, the purchaser shall be released from its duties to perform.

Clause 4.5.

Unless otherwise agreed, the Seller shall deliver the goods packed at the expense of the Customer. Any packaging or other protection of the goods, which goes beyond that required merely for transportation purposes is not owed. Upon written request by the Customer, the delivery can be insured in its name and for its account.

Clause 5 Terms of payment

Clause 5.1.

All payments of the Customer shall be made within 10 days after the date of the invoice free of charge to the Seller in such a manner that the Seller may freely dispose of the amount paid at the latest on the due date. In case of cash sales, the purchase price is due for payment immediately upon receipt of the goods without any deduction. If the time allowed for payment is exceeded, the Seller shall charge interest at 8% p.a. above the respective base interest rate. Statutory provisions on a delay in payment remain unaffected.

Clause 5.2.

In the event of a delay in acceptance by the Customer, the payments shall fall due 10 days after notification of the readiness for dispatch or the possibility of collection.

Clause 5.3.

In spite of terms of repayment to the contrary of the Customer, the Seller is entitled to offset the Customer’s payments against its older liabilities first. If costs and interest have arisen, the Seller may first offset the Customer’s payment against the costs, then against the interest and thereafter against the principal claim. The Customer shall be informed of this procedure.

Clause 5.4.

Rebates, discounts or other reductions in the sales price may be claimed only if the Seller has confirmed these in writing and the Customer is not in arrears with other payments.

Clause 5.5.

The Seller shall only accept cheques and bills of exchange as conditional payment. The Customer shall pay any bank, discount or collection charges incurred in this context.

Clause 5.6.

The Customer may only offset counterclaims that have been declared legally valid or are uncontested against claims of the Seller. It may only exercise a right of retention if it is based on the same contractual relationship. Claims against the Seller may not be assigned or pledged.

Clause 5.7.

The Seller is entitled to demand adequate security for its claims, even if these are conditional or have a fixed term. Likewise, the Seller may request reasonable security for advance performance.

Clause 6 Reservation of title

Clause 6.1.

The Seller reserves title to all goods and products supplied until payment of all its claims (including the statutory VAT). The balance claim of the Seller based on the entire business relationship with the Customer is secured by the reservation of title.

Clause 6.2.

In case of conduct in breach of the contract on the part of the Customer, particularly in case of a delay in payment, the Seller shall be entitled to take back the purchased item by offsetting this against the purchase price. The taking-back of the purchased item and the seizure thereof by the Seller shall not be considered withdrawal from the contract, unless the Customer expressly stated this in writing.

Clause 6.3.

If the Customer sells, processes or transforms the goods and products delivered by the Seller in the ordinary course of its business, the Customer hereby assigns the claims or receivables to which it is entitled vis-à-vis third parties based on the sale, processing or transformation at the amount of the receivables to which the Seller is entitled according to No. 1 above. The Seller hereby accepts this assignment, however without being obliged to take action against third parties based on the assignment.

Clause 6.4.

The Customer is not entitled to pledge goods and products subject to reservation of title or to transfer them as security to third parties. It is also prohibited from any assignment of the claims to which it is entitled from the sale, processing or transformation of the reserved goods.

Clause 6.5.

In case of the seizure of or other interventions by third parties in respect of the reserved goods, the Customer shall immediately notify the Seller in writing so that it can bring legal action pursuant to Section 771 of the German Code of Civil Procedure. The Customer shall bring the attention of the seizing party or the third party intervening in any other manner in the reserved goods to the Seller’s reservation of title. If the Customer fails to do so and the third party does not release the reserved goods in favour of the Seller, the Customer shall be liable for the damage suffered in this connection by the Seller, particularly for the court and out-of-court costs of legal action pursuant to Section 771 of the German Code of Civil Procedure incurred by the Seller and not otherwise reimbursed.

Clause 6.6.

The Customer is obliged to treat the reserved item with care and to carry out maintenance and repairs at its own expense in due time. Finally, the Customer shall adequately insure the reserved item at its own expense against theft, fire and water damage. The Customer hereby assigns any compensation payments by insurers resulting from these insurance contracts to the Seller who accepts such assignment.

Clause 6.7.

The Seller undertakes to neither disclose the previous assignments nor collect the receivables arising from these in its favour as long as the Customer meets its payment obligations in due time and no petition for opening insolvency proceedings has been filed. Furthermore, the Seller is willing to release the security to which it is entitled upon demand by the Customer provided that the value of the security does not exceed the receivables to be secured according to No. 1 above by more than 20%. The Seller shall be responsible for selecting the security to be released in this connection.

Clause 7 Warranty

Clause 7.1.

The products of the Seller conform with the contract and are free from defects if they do not deviate or deviate only insignificantly from the agreed nature (quality and quantity of goods). Without any express written agreement the Seller shall not guarantee or accept liability for a certain suitability and use of its products. Its liability for deterioration, improper handling or the loss of the goods is also excluded after the risk has passed.

Clause 7.2.

The Customer shall inspect the goods immediately after receipt to determine whether they are free from defects and complete. The Seller shall be notified of obvious defects in writing within 1 week of receipt of the goods and of hidden defects within 1 week after the discovery thereof.

Clause 7.3.

In case of a defect the Seller is obliged to provide subsequent performance. This shall be effected at its option either through the delivery of a replacement or the rectification of the defect. If the Seller fails to successfully provide the subsequent performance within a reasonable period, the Customer may set an adequate deadline for subsequent performance by the Seller and after this deadline has passed in vain, either reduce the purchase price or withdraw from the contract. The Customer has no further claims. In addition, the following No. 7. applies in addition.

Clause 7.4.

The limitation period for defective deliveries is 1 year and begins upon receipt of the goods. The statutory limitation periods remain unaffected in case of intentional conduct. The limitation period shall not be extended and shall not begin anew through the rectification of the defect or delivery of a replacement.

Clause 7.5.

If the goods involve a used item, it is sold excluding any warranty.

Clause 8 General limitations of liability

Clause 8.1.

To the extent permitted by law and except where otherwise specified in these provisions, the Seller shall be liable for damages only in case of intent or gross negligence. This limitation of liability shall apply to every claim asserted whatever the legal ground and thus includes particularly claims based on an infringement of contractual or out-of-court obligations or statutory claims or obligations upon the initiation of the contract.

Clause 8.2.

Except in case of intent or gross negligence, the Seller shall be liable for typical and foreseeable damage only in case of culpable breaches of duty. The liability of the Seller is also excluded for damage, which did not occur on the product itself. In particular, the Seller shall not accept liability for lost profit or other financial damage of the Customer.

Clause 8.3.

Insofar as the liability of the Seller is excluded or limited, this shall apply to the personal liability of its salaried employees, workers, representatives and vicarious agents accordingly.

Clause 8.4.

None of this shall apply to claims based on the Product Liability Act.

Clause 9 Data protection

Clause 9.1.

The Seller shall save, process and, if necessary, transfer to third parties for contractual implementation using IT means, the personal data and company-related data of the customers of the Seller required for processing the transaction.

Clause 9.2.

Furthermore, data shall be collected and processed for the Seller’s own advertising purposes. No address data of the customers of the Seller shall be disclosed. The customers of the Seller may object to the use, disclosure or transfer of their data for advertising purposes at any time.

Clause 9.3.

All of this shall occur in compliance with data protection laws and provisions. Special importance is attached to the protection and confidentiality of the data of the customers of the Seller.

Clause 10 Applicable law

The law of the Federal Republic of Germany applies exclusively, excluding the UN sales law “United Nations Convention on Contracts for the International Sale of Goods”.

Clause 11 Place of performance and place of jurisdiction

Clause 11.1.

The place of performance for both Parties is the registered office of the Seller.

Clause 11.2.

The place of jurisdiction for both Parties is Bad Kreuznach, Germany. Notwithstanding this, the Seller is entitled to bring legal action against the Customer at its place of general jurisdiction.

Clause 12 Schlussbestimmungen

Should individual provisions of these General Terms and Conditions or agreements reached otherwise be or become invalid, the validity of the remaining provisions and the validity of the contract in other respects shall not be affected. Instead, a provision which most closely approximates the achievement of the object of the contract and its commercial aim shall replace the invalid agreement.