General Terms

Messebau Zimmermann GmbH

1. Validity of our general terms and conditions

Our general terms and conditions are valid for orders, set-ups and partial set-ups arranged by us or by companies contracted by us, without a specific reference to them in every individual case.

Our business partners’ conditions which conflict with our own conditions are expressly rejected, as well as our business partners’ clause about their conditions validity. An explicit objection in individual cases is not necessary.

2. Quotations and transactions

Our quotations are binding regarding costs, realization time and realization options, unless otherwise expressly agreed. The quoted amounts are in EURO and prices do not include VAT, unless otherwise expressly stated. Transactions and other agreements as well as side agreements or other modifications are valid only with our written confirmation. Transactions and agreements arranged on telephone need our written confirmation. Specific customer’s requests can be fulfilled and particular features can be provided just if confirmed on written form. The customer, with whom we are not in permanent business relationship, shall not be entitled to any claims or rights against us in case of our withdrawal from contract due to insufficient information given.

3. Documents and drawings

Documents related to the quotation such as pictures, drawings, measurements, weights and service details are only approximate, unless they are expressly indicated as binding. We retain full ownership and copyrights to all technical documentation. They may not be made accessible to third parties and shall be returned on demand. For the contract execution the quotation illustrations are not binding, as changes in structure design, dimensions and weights data are reserved.

4. Prices and payment terms

Price amounts are fixed prices, as long as material and service costs don’t rise between the contract conclusion and the project realization. Customer’s withholding payments or offsetting claims are not allowed, unless a final judgement is issued. If there are any delays with payments, we charge commissions and minimum interest in accordance with the respective bank rates of interest for short-term loans. The right to charge for additional damages caused by delay is not excluded. Payments to third parties, such as intermediaries or representatives, are at customer’s risk. Cheques are accepted as payment only if subject to receipt and provided that they are eligible for discounting. Every payment by bill of exchange shall be subject to a prior agreement. Acceptances are only accepted against remuneration of discount charges and other costs. We accept bills of exchange and acceptances only as payment. Non-compliance with payment terms or conditions which becomes us known after the relevant agreement conclusion and reduces the creditworthiness of the customer, will result in the settlement of all our claims on the immediate due date. Doubts about the creditworthiness of the customer will also authorise us to perform the remaining services only by advance payment or deposit as well as to withdraw from the contract after a reasonable period of grace and to claim payment of damages due to non-fulfilment. We are entitled to charge a fee for proven subcontracted work. The contractor is not liable for such conveying.

All prices shall be exclusive of value added tax.

The invoice amount is due as follows: 50% of the invoice amount upon receipt of our written confirmation of the contract, 50% of the invoice amount at work conclusion. Every payment shall be made within 14 days.

5. Duties of the customer

Provided that we don’t accept this obligation by an explicit statement, the customer shall provide in time and bear the costs for:
a) Helping teams, such as manual labourers and skilled workers in quantity as deemed necessary by us for facilities construction.
b) If required: connections for lighting, power, water and telephone.
c) An own insurance to secure our ownership. Items required for set-ups, as far as supplied by the client, have to be in place in time and all preparations must have advanced to such a point that the installation can be performed without interruption.

Should the installation be delayed because of circumstances not depending from us, the customer will have to bear all costs for waiting time and additional required travels. This is particularly the case during set-up when difficulties arise due to necessary alterations in installation construction works, which are not proposed by the exhibitor and are not included in the quotation’s drawings.

6. Set-up time

The specified deadlines for set-up and installation work are just approximate and not binding, unless other expressly agreement is made. When undue delays occur, the customer must grant a period of grace. After that the customer has the right to withdraw from the contract, if the service and the set-up work are not reported to having started yet. The customer cannot dismiss partial deliveries or partial service performances. Claims for damages because of non-performance or delayed performance shall be excluded. In case of force majeure, defects found in vital parts, delays in transport, interruptions of operations, strikes, lockouts, shortcomings or semi-finished products and raw materials late delivery, mobilization and war, lack of vehicles, energy shortage and the like release us from compliance to set-up time. Should a case like this arise, we have the right to withdraw from the contract and the customer shall not be entitled to assert any claims. A shift in set-up time occurs even when the customer fails to meet the agreed conditions of payment or payments of earlier deliveries are still outstanding. In such cases we are also entitled, after notice of default, to withdraw from contract or to claim for damages.

7. Defects

At the end of exhibition and installation works the service is considered as accomplished in accordance with the conditions. Recognized defects in installation will be remedied by ourselves. Alternatively, we can refund the loss in minimum value.
Complaints about installation defects must reach us immediately after the end of set-up work but they shall not entitle to withhold the invoice amounts.
We will not consider as defects: natural wear and tear, defective set-up, installation by a customer or a third party, improper use or load, unsuitable ground and other sort of influences, unless these are caused by negligence on our part.
Any customer’s further claims, in particular as regards compensation for direct or indirect damages, are excluded.

8. Other claims

Liability for every sort of other claims, in any form whatsoever, shall be limited to intent and gross negligence.

9. Retention of title

Construction elements delivered by us and other supplementary provisions for set-up work shall remain our property until full payment of the agreed price, including additional demands. In the case of open accounts, such retention of title shall be security for any balance receivable by us. For the duration of the retention of title the client takes the risk and responsibility and must keep the delivery items in proper condition in case of damage because of transport, fire, water and theft. The handling or processing of goods still subject to our property always occurs by our assignment, without us incurring any obligations that arise from them.

If the merchandise owned by us is joined to other items or in case the customer has co-ownership to the new items, ownership rights are hereby transferred to us. He shall keep these items for us with professional diligence. Should the delivery item, which are in fixed connection with the foundations, pass into the land owner’s property, the customer preventively withdraws his claims against the constructors – commissioner of such works- in the amount of our claim.

Should any item which is of our property be sold to a third party by the client or being transferred to someone else’s ownership through a legal transaction, the customer transfers his claims to us from the contract until all customer’s payments settlement. For the duration of the retention of title the customer is entitled neither to pledge nor to assign our own items by way of security. In case of sale for credit of items in our ownership, regardless of their condition, we are entitled to all claims for those items. There is the right to inform third parties from the assignment date to the date in which the customer is in default of payment or occurred in reduced solvency or ability to pay. The customer assumes all risks during the retention of title. In case of garnishment or confiscation the customer has to give us advice by registered letter. Enforcement of retention of title on our part does not imply withdrawal from the contract. Should the security we are entitled to, due to the pre-assignation, be higher than the value of our secured claims by more than 20%, then we shall be obliged to transfer back these amounts at the purchaser’s request.

10. Right to withdrawal

In the case of unforeseen events (for example listed in point 6), insofar as they substantially change the economic importance or content of the performance or affect our company and if actual impossibility of delivery subsequently becomes apparent, we are entitled to withdraw from the contract, as we are not in conditions to fulfil it. Customer’s claims because of such withdrawal are not accepted.

11. Performance and jurisdiction

As the contract parts are registered traders, place of performance is Leipzig. Exclusive jurisdiction for any disputes – as the contract parts are registered traders and if the purchaser has no general place of jurisdiction in Germany – is Leipzig. This shall also apply for actions on checks and bills.

12. Binding character of the contract

Should any of these clauses be or become invalid, then the contract remains obliging, including the other provisions of these terms and conditions.