General Terms and Conditions
Our GTC
Czarnowski GmbH as contractor
I. Validity and conditions
1. The following general terms and conditions of business and delivery apply exclusively to all contracts, deliveries, and other services provided by Czarnowski GmbH—hereinafter referred to as the contractor—unless these are amended or excluded by the contractor in writing. The general terms and conditions of the client – hereinafter referred to as CL – shall not be binding even if the C does not expressly object to them. Even if the C signs CL documents that contain the CL's general terms and conditions on the reverse side, these shall not be legally binding for the C.
2. The Contractor reserves the right to amend its general terms and conditions of business and delivery at any time. In the case of contracts that have not yet been finally concluded, the amended terms and conditions shall apply upon their announcement. In the case of contracts that have already been concluded, the new terms and conditions shall apply four weeks after their written announcement to the Client if the contractual relationship is a continuing obligation or a successive delivery contract. In this case, the client may lodge an objection one week before the expiry of the deadline. The contractor then has the right to either execute the contract in accordance with the old terms and conditions or to withdraw from the contract.
3. The Contractor's terms and conditions presented here shall also apply to future transactions between the contracting parties, even if this is not expressly agreed.
4. If the subject matter of the contract cannot be delivered in accordance with the specified technical parameters because the manufacturer has changed production on its own initiative after conclusion of the contract, the Contractor shall be entitled to deliver the product changed in this respect. Deviations in the dimensions, weight, and color of the delivered goods from the catalog specifications/planning specifications are permissible, provided that these are considered minor, correspond to customary commercial practice, and are reasonable for the client, taking into account its interests as evident from the contract.
II. Offer and acceptance
The Contractor's offers are subject to change and non-binding; the same applies to brochures and advertisements. The Client's order is binding; the contract is concluded when the Contractor confirms it in writing or by telex. The same applies to additions, amendments, or subsidiary agreements. Drawings, illustrations, dimensions, and other parameters are also only binding if this is expressly agreed in writing. Assured characteristics must also be specified in writing. Employees or subcontractors of the Contractor are not authorized to make verbal subsidiary agreements or to influence the content of the contract.
III. Prices
1. The prices are valid for four months from the date of conclusion of the contract. In the event of a longer delivery period, the contractor is entitled to pass on to the client any cost increases that have occurred in the meantime (production, delivery, assembly) as well as cost increases due to legislation (sales tax, social security contributions, etc.) by means of price increases in the same proportion. If the increase exceeds 10% of the net order value, the client is entitled to withdraw from the contract. The client must notify the contractor of this withdrawal in writing within 10 days of written notification of the price increase. The prices and rates are subject to the applicable statutory value added tax and are quoted “ex works.”
2. Subsequently agreed additional deliveries or necessary changes, in particular those resulting from a previously unknown construction situation, will be charged additionally. This also applies to flat-rate orders. If this results in corresponding work being carried out on Saturdays, Sundays, public holidays, or at night, the contractor is entitled to a surcharge of 50% on the prices stated in the offer.
3. If the client requests separate meetings after placing the order, they shall bear the resulting costs (time, meals, accommodation).
4. If rented items or parts thereof are not returned at the agreed time, the client shall pay rent for the missing parts for the same rental period.
5. If shipping between the parties has been agreed, the risk of shipping shall pass to the client upon handover to the person authorized to carry out the shipment. The contractor shall not be liable for damage to or loss of the exhibitor's own goods.
IV. Payment
1. For trade fair and exhibition stands, unless otherwise agreed individually, 50% of the total amount is payable upon placing the order and 50% immediately upon completion of construction. In any case, the total order amount must be paid in full before the trade fair opens. In the event of incomplete or late payment, the Contractor shall be entitled to retain the construction/work until full payment has been made; in particular, the Contractor shall be entitled to refuse to hand over the stand. Deductions pursuant to §§ 48 ff. EStG (German Income Tax Act) are not permitted, as an exemption certificate has been issued by the Hilden tax office. In view of the special commercial practices in trade fair construction, withholding payments or offsetting them against alleged counterclaims is excluded. This does not affect undisputed or legally established claims. Outside of the current exhibition, the client is free to pursue and realize its alleged claims. If the client falls behind with payments, the contractor may charge interest at the statutory rate from the due date – see above – without providing evidence. The contractor reserves the right to further claims for damages or damages caused by default.
2. Advance payments shall not bear interest; bills of exchange or checks shall be accepted on account of payment and subject to discounting. Any costs incurred as a result of this method of payment shall be borne by the client. In the event of non-payment, the contractor shall not be obliged to protest bills of exchange, checks, or other documents. Payments in this form shall only be deemed to have been made when an unconditional credit note has been issued in favor of the contractor. If the credit of checks, bills of exchange, or other bank instructions is not made on time, or if the client suspends its payments in any other way, the contractor is entitled to demand payment of the entire outstanding debt, even if further bank instructions are available.
V. Delivery times
1. Delivery dates or deadlines must be specified in writing. In the area of trade fair construction, the Contractor shall deliver on fixed trade fair dates. Delivery periods shall only commence once a down payment has been made in accordance with Section IV. The same shall apply if the Client is required to provide its own services (provision of materials, construction drawings, etc.).
2. The Contractor shall be released from the delivery deadlines in the event of unforeseeable obstacles, such as force majeure, official measures, transport and operational disruptions, and unforeseeable difficulties in production.
VI. Creditworthiness
The client assures that it has sufficient financial resources to pay at the time of placing the order. Any economic or financial problems that arise subsequently must be reported immediately. If it becomes apparent that the client is unable to pay the remuneration in full, the contractor may withdraw from the contract.
VII. Duty of care
1. Rented structures/stands, materials, AV equipment, PCs, etc. must be treated with care by the client; any damage or loss, e.g. due to theft, must be reported to the contractor immediately. The client is liable for damage and wear and tear that does not result from the intended use. The client shall also bear the loss of use for the period of replacement and repair.
2. The client is prohibited from interfering with the stand construction or statics. In the event of unauthorized interference, the client shall be directly liable to the contractor and any third parties.
3. The Contractor excludes any liability for items brought in, such as exhibits and personal property of the Client or third parties. The Client undertakes to take out its own insurance in this regard.
VIII. Retention of title
The delivered goods remain the property of the Contractor until all claims arising from the business relationship with the Client have been paid in full. The Contractor expressly prohibits the further processing of goods delivered by him before full payment has been made. If the Client violates this condition, the newly created product becomes the sole property of the Contractor.
IX. Warranty
1. The Client undertakes to enable formal acceptance of the stand and, in particular, to assign an authorized representative employee for this purpose on the handover date. If formal acceptance does not take place, the stand shall be deemed to have been accepted as free of defects upon commencement of trade fair and exhibition operations by the Client.
2. Complaints about obvious defects must be made in writing immediately, either in the acceptance report or by 12:00 noon on the first day of the trade fair or exhibition at the latest. If the client does not report any defects by this time, the stand shall be deemed to be free of defects. Complaints about defects must be made in writing exclusively to the contractor; Subcontractors are not authorized to accept complaints about defects. The contractor has the right to repair and replace the goods. All costs for defects for which the contractor is responsible shall be borne by the contractor. If a repair is not successful, the following applies
a) For rental stands
if the stand is at least partially usable, the client is not entitled to rescind the contract; he retains the right to a reduction in price. In this context, the parties clarify that rental stands are not constructed from new material; reasonable signs of wear and tear therefore do not trigger any warranty rights. In view of the customary practices in trade fair construction, warranty rights can only be asserted once all payments have been made in accordance with Section IV.
b) For purchased stands,
the Contractor is granted a right to repair twice, or in special cases three times. If the repair is still unsuccessful, the Client is entitled to the full statutory warranty claims. The warranty period for all services provided by the Contractor is one year, calculated from the date of handover.
X. Limitation of liability
Claims for damages arising from positive breach of contract, from culpa in contrahendo, or from tort are excluded both against the Contractor and against its vicarious agents, provided that the damage was not caused intentionally or through gross negligence.
XI. Storage
In the event of storage of exhibition stands and multiple use of exhibition stands, the Contractor points out that the resulting additional signs of wear and tear shall not be at its expense.
XII. Copyrights
1. If the Contractor works according to the Client's plans and third parties assert rights to these plans or designs, the Client shall indemnify the Contractor internally against all claims, including in the event of a legal dispute. The Contractor is not obliged to check in advance whether the documents provided by the Client affect the property rights of third parties.
2. Designs, drawings, and models produced by the Contractor shall remain the property and ownership of the Contractor with all rights reserved. The Client may only further exploit this intellectual property of the Contractor with the Contractor's consent and against payment of a corresponding license fee. If the Client's designs are made available to third parties and used by them, the Client shall be obliged to pay the license fee as in the case of a proper purchase. If the Client has purchased the stand resulting from the designs, the copyrights shall automatically be transferred to the Client.
XIII. Applicable law – Place of jurisdiction
1. The business relations between the parties shall be governed exclusively by German law.
2. The exclusive place of jurisdiction for all disputes arising directly or indirectly from the business relations shall be Cologne.
XIV. Severability clause
Should any provision of the above terms and conditions or any provision of an individual contract concluded between the parties be invalid, this shall not affect the validity of the remaining provisions of these terms and conditions or of the individual contract. Instead, the parties are obliged to replace the invalid provision with a provision that comes as close as possible to the desired economic success of the invalid provision.
Czarnowski GmbH as the client
The order is placed by Czarnowski GmbH only on the express condition that the contractor agrees to the validity of the general terms and conditions of business and delivery of Czarnowski GmbH and also agrees that any agreed payments on account/advance payments shall only become due once the contractor has issued a bank guarantee in the corresponding amount in favor of Czarnowski GmbH. advance payments will only become due once the contractor has issued a bank guarantee in the corresponding amount in favor of Czarnowski GmbH. Furthermore, Czarnowski GmbH reserves the right to withdraw from the contract in the event that the contractor provides false information about its creditworthiness or if the contractor's lack of creditworthiness becomes apparent. In this case, the contractor shall not be entitled to any claims for compensation against Czarnowski GmbH.