General Terms and Conditions for Suppliers

WWM GmbH & Co. KG

This English version is a convenience translation of the German “Allgemeine Geschäftsbedingungen für Lieferanten”. In the event of any discrepancy between the two versions, the German version shall prevail.

§1 General

1. These General Terms and Conditions govern the relationship between the client ("Client") and the subcontractor ("Contractor").

2. Subject to any individual agreements to the contrary, the following terms and conditions apply to all services provided by the Contractor. The Client engages the Contractor to perform the services described in the individual contract on the basis of these GTC. The Client carries out orders for its customers ("End Customers") at events, trade fairs and exhibitions. Performance of the services strictly on time is an essential element of these orders, as any delay may cause considerable damage and, in particular, jeopardise the timely opening of the End Customer's exhibition presence. In view of these requirements and of the need to guarantee that the End Customer's event, trade fair and/or exhibition is delivered on time and to the required quality, the following terms and conditions govern the legal relationship between the Client and the Contractors in addition to the provisions of the contract/order.

3. Any standard-form reference to the Contractor's own general terms and conditions is hereby rejected.

§2 Scope of services

1. The Contractor shall perform all services specified in the individual contract, the bill of quantities or the service specification, including all annexes. In addition, the Contractor undertakes, insofar as they fall within its scope of work, to perform all services not expressly mentioned that are indispensable for the proper and professional performance of the specified services. These include in particular, without limitation, compliance with the generally recognised rules of construction and building technology, of trade fair, exhibition and stage construction and of event technology, as well as with all applicable statutory and official regulations. The Contractor shall obtain in good time all permits and approvals required for the performance of its services.

2. The Contractor shall also prepare the detailed designs and documents required for the performance of its services, unless these are provided by the Client.

3. The Contractor acknowledges that exhibition organisers require strict compliance with specifications and general conditions for the realisation of the respective projects and the performance of the services. This regularly applies to environmental protection, logistics, site organisation, power and water supply, communication connections and general working conditions. The Contractor shall therefore comply with such specifications and conditions when performing its services. The Contractor shall itself obtain the relevant conditions of the respective exhibition organisers.

§3 General contractual obligations of the Contractor

1. Performance

(a) When performing the services, the Contractor shall strictly comply with, or ensure compliance with, the specified and agreed execution planning. Unless the contract provides otherwise, the Contractor may perform an equivalent service instead of the service described. If, during the performance of its services, the Contractor considers deviations from the agreed execution planning to be necessary or expedient, it shall notify the Client thereof in writing without undue delay. In case of doubt, the Contractor shall prove that the alternative performance is equivalent.

(b) Deviations from the agreed execution planning without objective reason may only be made with the Client's prior written consent. If the Contractor deviates from the agreed execution planning without such consent, the Contractor shall bear all additional costs caused by the deviation.

2. Execution documents

The Contractor's responsibility for the correctness and suitability of detailed designs, drawings, calculations and other technical documents is not affected by their adoption, approval or release by the Client. The Client does not assume any liability by granting its release. This also applies to suggestions and recommendations made by the Contractor.

3. Duty to cooperate

(a) The parties shall cooperate closely during the performance of the contract.

(b) The Contractor further undertakes to cooperate with all third parties involved in the project in any way as often and to the extent necessary.

(c) The parties agree that joint meetings and other gatherings, including with third parties, may be necessary for the performance of the contract. The Client shall organise such meetings and gatherings in a way that ensures the best possible performance of the services in accordance with the contract. The Contractor is therefore obliged to attend, unless this is unreasonable in the individual case.

4. Delivery and storage of materials

All deliveries to the construction site or place of use shall be coordinated in good time with the Client or its representatives. The logistics concepts of the Client and of the exhibition organisers must be observed in all cases and their requirements followed.

5. Contractor's personnel

(a) Where required for the proper and timely performance of the services, the Contractor undertakes to employ a sufficient number of staff to guarantee compliance with its contractual obligations. The Contractor warrants compliance with the statutory provisions applicable at the place of performance, in particular labour and social security law, and with the specific rules of the exhibition organiser regarding the employment of staff. The Contractor undertakes to supervise the personnel it deploys at all times; the Contractor alone bears the duty of selection and supervision.

(b) Where required by the services to be performed or requested by the Client, the Contractor shall, immediately after conclusion of the contract, name to the Client one or more senior contact persons and a competent representative. The latter shall be present at the construction site or place of use at the required times.

(c) The Contractor warrants that the named contact persons are authorised to issue instructions and take decisions and are empowered to bind the Contractor effectively. The Contractor shall notify the Client in writing in advance of any change of these contact persons. In the event of imminent danger, the Client shall itself take the necessary decisions and issue the necessary instructions. The Contractor alone is responsible for all personnel administration and disciplinary measures; however, the Client may demand the removal of the Contractor's staff from the construction site or place of use if they prove to be personally or professionally unsuitable.

(d) The Contractor shall ensure that all workers it deploys act in an environmentally responsible manner and with due regard to safety and fire protection.

6. Engagement of third parties

(a) The Contractor may only engage third parties to perform contractually owed services or parts thereof with the Client's written consent.

(b) Before the intended engagement, the Contractor shall notify the Client in writing of the type and scope of the services and of the name and address of the intended subcontractor. The Contractor undertakes to assign services only to subcontractors who are competent, capable and reliable. This includes that they have met their statutory obligations to pay taxes and social security contributions and satisfy the requirements of trade law. The engagement of third parties does not release the Contractor from its sole obligation towards the Client to perform the contract in full.

7. Right of inspection

(a) The Client is entitled to monitor the performance of the services and to enter the sites where the services are performed during normal business hours. The Contractor shall pass on this obligation to any third parties acting on its behalf. The Client is entitled to inspect all documents relating to the performance of the services, including all electronically stored data.

(b) To ensure quality standards, the Client is entitled to issue instructions to the Contractor regarding performance at any time. The Contractor shall observe and implement such instructions.

§4 Special contractual obligations of the Contractor

1. Price guarantee

If the parties have agreed a lump-sum fee, the Contractor guarantees that its services can and will be performed within this lump-sum fee. The lump-sum price covers all services required for the functional, defect-free, timely and ready-for-use completion of the order.

2. Schedule guarantee

(a) The Contractor guarantees strict compliance with agreed dates and deadlines. Agreed dates and deadlines may only be changed by mutual agreement where this is necessary due to the progress of the project or other circumstances. The Contractor also guarantees compliance with dates and deadlines amended by mutual agreement.

(b) If there is reason to believe that the Contractor's services cannot be completed on schedule, or if delays have already occurred, the Contractor shall in any event notify the Client thereof in writing without undue delay, stating the reasons, and submit proposals on how timely completion can be ensured. This also applies in the case of changed or additional services.

(c) If the Contractor is nevertheless culpably in delay in completing the services, the Client may claim damages and, for each instance of exceeding any individual date or deadline, a contractual penalty of 0.15% of the net order value per calendar day of delay, up to a maximum of 5% of the net order value. The Contractor remains free to prove that it is not at fault for the delay and/or that no damage, or damage lower than the contractual penalty, has occurred. Further claims for damages by the Client remain unaffected. The contractual penalty shall be credited against such claims for damages.

(d) The Contractor may only invoke lack of fault if it has given notice of the hindrance, unless the hindrance is obvious.

3. Right to make changes / additional services

(a) The Contractor acknowledges that the Client has the final say on all material questions concerning the performance of the services. If the Client requests changes or additions to the Contractor's services and the Contractor considers that these will lead to additional costs, the Contractor shall notify the Client thereof in writing without undue delay, with a detailed breakdown of the expected additional effort. Only if the Client nevertheless requests the implementation of such instructions shall these additional services be performed, and only then shall the Contractor be entitled to additional remuneration.

(b) If the End Customer requests the Contractor directly to carry out changes or additional services, the Contractor shall in any event notify the Client thereof without undue delay. The Contractor is not entitled to perform such services without the Client's written release. If the Contractor nevertheless performs such services without the Client's release, it shall have no claim to remuneration and shall reimburse the Client for any additional expenses incurred as a result. If the Contractor does not give notice of delays caused by changed or additional services at the latest when submitting its offer for the changed or additional services, any extension of the contractually agreed performance period on account of the changed or additional service is excluded, unless the need for the service is obvious.

4. Duty of care

(a) If items or goods (documents, exhibits, stand construction materials, vehicles, tools, software, etc.) owned by the Client or other third parties are entrusted to the Contractor in connection with the performance of its services, the Contractor shall handle them with particular care. Unless the order provides otherwise, the Contractor is liable for damage and/or loss resulting from a culpable breach of this duty of care.

(b) The Contractor shall notify the Client without undue delay of any damage to and/or loss of such items and goods, including a description of the cause of the damage. The Contractor shall take all actions of cooperation required to pursue any related insurance claims.

(c) If the Contractor accepts items or goods (documents, exhibits, stand construction materials, vehicles, tools, software, etc.), in particular from third parties, that are owned by the Client or other third parties and go beyond the existing scope of services (e.g. material list), the Contractor takes them into its personal custody and is liable for damage and/or loss resulting from a culpable breach of this duty of care.

5. Use of the Client's vehicles

(a) If, during use of the vehicle, the Contractor is involved, whether through its own fault or not, in a traffic accident, collision with wildlife, fire or similar event, it shall immediately arrange for the accident or damage to be recorded by the police. The Contractor shall also provide the lessor with a written accident report, including a sketch of the accident where appropriate, in which it shall record the names and addresses of the parties involved and of any witnesses.

(b) The Contractor is liable for all culpably caused damage to the vehicle, subject to a maximum deductible of EUR 800.00 net for cars and vans and EUR 1,500.00 net for trucks per incident. In the event of gross negligence, the statutory liability rules apply. The Contractor is liable in the same way for damage caused by its relatives, workers, employees, co-drivers, etc.

(c) Compliance with applicable regulations and laws, in particular road traffic regulations, during use of the vehicle is the sole responsibility of the Contractor. The Contractor shall indemnify the Client against all fines, warning charges, fees and other costs imposed by authorities on the lessor in connection with such violations.

(d) If, on return of the vehicle, damage is found that is not recorded in the handover report, it shall be presumed that the Contractor is responsible for the damage, unless the Contractor proves that the damage already existed when the vehicle was handed over to it.

§5 Acceptance

1. As a rule, acceptance only takes place after complete performance of the contractual services. Every acceptance shall be formal; tacit acceptance, for example by putting a particular trade's work into use, is excluded.

2. If the services have not been performed in accordance with the contract, in whole or in part, the Client may refuse acceptance in the case of material defects. The refusal must be made in writing and state the reasons.

3. An acceptance report shall be signed for each acceptance. This does not preclude claims for defects discovered subsequently.

4. The Contractor shall remedy, or have remedied, without undue delay any defects found at acceptance or discovered subsequently for which it is responsible. The Contractor shall bear the effort and any additional costs of remedying the defects.

§6 Set-off / right of retention

The Contractor may only set off, or assert a right of retention, with claims against the Client that are undisputed, have been finally established by a court or are ready for decision. This does not apply insofar as the claim arises from the same contractual relationship as the claim against which set-off is declared.

§7 Remuneration

1. Unless otherwise agreed in the contract/order, the agreed remuneration covers all other costs and ancillary costs, such as the costs of detailed design and of preparing other documents, communication costs, travel costs, etc.

2. The agreed remuneration also covers the transfer of the rights of use and exploitation under these terms and conditions.

3. If the Contractor is not obliged under the order/contract to provide security, in particular guarantees, the Client may retain 10% of the agreed remuneration as security.

4. Invoices shall be addressed to the address designated by the Client and shall contain the information required by the Client (e.g. order number, project name, etc.) and the corresponding proof of performance. The Client is entitled to reject invoices that are not properly labelled.

§8 Liability of the Contractor

1. Unless otherwise provided in the contract/order, the Contractor shall indemnify and hold the Client harmless on first demand from and against all costs, expenses, losses, claims for damages and liabilities which the Client incurs or may incur as a result of a culpable breach by the Contractor of any provision of the order/contract or of these terms and conditions, in particular from claims by End Customers.

2. The Contractor shall further indemnify the Client and the persons entrusted by the Client with implementing or supervising accident prevention, environmental protection, fire protection and dangerous goods regulations, on first demand, against all claims asserted against the Client or such persons on account of damage arising from a breach of the regulations that the Contractor must observe in connection with the performance of its services.

3. The Client's liability for damage and expenses based on simple negligence is excluded, unless the claims are based on the breach of contractual obligations whose fulfilment is essential for the proper performance of the contract and on whose fulfilment the Contractor may regularly rely ("cardinal obligations"), or unless claims for injury to life, body or health are concerned. This also applies to breaches of duty by the Client's vicarious agents and assistants. Claims under the German Product Liability Act remain unaffected. In the case of a claim for payment, the Contractor's claims to default interest are not affected by the foregoing. The same applies to the claim to the lump sum pursuant to Section 288 (5) of the German Civil Code (BGB) and to compensation for damage consisting of the costs of legal action.

4. Where a cardinal obligation is breached through negligence, the Client's liability is limited in amount to damage and expenses that are typical of the contract and foreseeable.

§9 Confidentiality

1. The Contractor undertakes to use the data and documents provided to it exclusively for the performance of the services. The Contractor undertakes to keep confidential all information and matters that become known to it through the business relationship between the parties and the performance of the services, as well as all documents received. This also applies to all other internal matters of the contracting parties or of other third parties involved. Any disclosure of documents or data, in whatever form, requires the Client's written consent.

2. The Contractor shall maintain strict confidentiality regarding all information and matters that become known to it in connection with the performance of the services. This applies in particular, but not exclusively, to developments, ideas, contents of offers, customer data, sources of supply and terms.

3. The Contractor may only issue, or approve the issue of, public statements concerning its work for the Client, and in particular the performance of the services, with the Client's express written consent. The Contractor may only refer to its services for the Client in its own public relations activities with the Client's express written consent.

4. For each culpable breach of this confidentiality obligation, the Contractor undertakes to pay a contractual penalty, the amount of which shall be determined by the Client at its reasonable discretion and, in the event of a dispute, reviewed for appropriateness by the competent court. The right to claim further damages remains unaffected. Any breach of the confidentiality obligation entitles the Client to terminate the contractual relationship without notice and to claim damages.

§10 Industrial property rights and rights of use

1. Insofar as the services to be performed by the Contractor under the contract give rise to or include industrial property rights (such as trademarks, patents, licences, utility models and designs) or copyrights in favour of the Contractor or one of its employees, the Contractor hereby grants the Client comprehensive and exclusive rights of use in these protected work results, unlimited in time and territory, for exploitation in all forms and media, together with the right to pass them on to third parties, in particular the End Customer, insofar as this is covered by the purpose of the contract.

2. The Contractor is liable for ensuring that the services it provides can be used without restriction and, in particular, that they are not encumbered by any industrial property rights (such as trademarks, patents, licences, utility models and designs), copyrights or related rights or other third-party rights, and that they do not violate any relevant statutory provisions.

3. The Contractor shall indemnify the Client against all claims arising from an infringement of such industrial property rights, copyrights or related rights. The Contractor warrants that its services are free from third-party rights that could impair their use.

4. To the extent that the Client is granted corresponding rights of use, it is also entitled, with due regard to the author's moral rights and while preserving the intellectual character of the work, to edit or otherwise modify the work results, or to have them edited or modified, and to use the work results so modified. If the results are used beyond the specific purpose of the contract and the specific project, the Contractor is entitled to further appropriate remuneration.

5. Plans, drafts, drawings, concept descriptions, etc. of the Client that come to the Contractor's knowledge remain the property of the Client with all rights, even if they have been handed over to the Contractor. Their use by the Contractor requires an express written agreement, irrespective of whether special protective rights or copyrights exist. The documents are deemed to have been entrusted to the Contractor within the meaning of Section 18 of the German Act against Unfair Competition (UWG). The Contractor undertakes to refrain from any other exploitation in any form, in particular reproduction, distribution, disclosure to third parties and modification, without the Client's express consent.

§11 Customer protection

1. The Contractor undertakes towards the Client to respect the Client's customer relationships and to refrain from any direct or indirect competition with regard to the End Customer for whom the contractual services are ultimately performed, for the duration of the contractual relationship and for two years after its termination.

2. The Contractor further undertakes not to solicit the Client's employees.

3. For each culpable breach of this customer protection obligation, the Contractor undertakes to pay a contractual penalty, the amount of which shall be determined by the Client at its reasonable discretion and, in the event of a dispute, reviewed for appropriateness by the competent court. The right to claim further damages remains unaffected.

§12 Termination

1. The Client may terminate the order/contract in whole or in part at any time until the services have been fully performed, in particular if the End Customer has in turn terminated its contract with the Client. In the event of such termination, the Contractor is only entitled to remuneration for the services performed up to receipt of the notice of termination.

2. The Client may also terminate this contract without notice for good cause. This right of termination requires that the Client has previously requested the Contractor, without success and setting a reasonable deadline, to remove the good cause. Good cause exists in particular if the Contractor has persistently or grossly breached its contractual obligations, in particular if it fails to meet agreed deadlines or to provide agreed security, does not properly meet its financial obligations or is insolvent. No deadline is required in the cases set out in Sections 636, 281 (2) and 323 (2) of the German Civil Code (BGB).

3. In the event of termination for good cause, the services performed by the Contractor up to the time of termination shall be remunerated in accordance with paragraph 1, unless they are of no use. Any claims for damages by the Client remain unaffected.

4. Any termination must be made in writing.

5. Upon termination of the contract, for whatever legal reason, the Contractor shall immediately hand over to the Client all documents and data received or created by it in relation to its services. The rights of use and exploitation granted to the Client do not revert to the Contractor. In this respect, any rights of set-off and retention are excluded.

§13 Final provisions

1. These terms and conditions govern all legal relationships between the Client and the Contractor, irrespective of whether reference is made to them in subsequent agreements in individual cases.

2. The place of performance and place of jurisdiction for all disputes arising from the contractual relationship is the Client's registered office, provided that the Contractor is a merchant, a legal entity under public law or a special fund under public law, or has its registered office outside Germany. The contractual relationship is governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the rules of private international law.