General terms and conditions of Blaumond GmbH, Messering 8b, 01067 Dresden
Blaumond GmbH, Messering 8b, 01067 Dresden provides services in the area of trade fairs, events and promotions exclusively in accordance with these general terms and conditions.
- General definitions
- Conclusion and content of the contract
- Implementation and organisation
- Services, prices, payments, default
- Impossibility, force majeure
- Rights of retention, on bill, assignment
- Copyright protection and usage rights
- Confidentiality and data protection
- Alternative dispute resolution
- Final provisions
1. General definitions
In the following general terms and conditions (“GTC”) Blaumond GmbH Dresden, Messering 8b, 01067 Dresden, is referred to as “AGENCY”. The AGENCY’s contractual partner is, regardless of whether this is a consumer or an entrepreneur, the “client”, the contractual relationship to be concluded is the “contract”.
2.1 These terms and conditions apply to all business relationships between the AGENCY and the client in the field of fairs, events, promotions as well as in-store services and related services and work performances.
2.2 A consumer in the sense of these terms and conditions is any natural person who concludes a legal transaction for purposes that are not predominantly assigned to their commercial or their professional self-employment. Business customers within the meaning of these terms and conditions are all entrepreneurs, legal entities under public law and special funds under public law. Entrepreneur is to be understood as any natural or legal person or partnership with legal capacity who, when concluding the contract, is exercising a commercial activity or professional self-employment.
2.3 Deviating, conflicting or supplementary general terms and conditions of the client shall only become part of the contract if and to the extent that the AGENCY has expressly agreed to their validity. This consent requirement applies in any case, for example, even if the AGENCY accepts the customer’s deliveries without reservation, knowing the general terms and conditions of the customer.
2.4 Individual agreements made with the client on a case-by-case basis (including side agreements, additions and changes) always take precedence over these GTC. A contract concluded in text form or confirmation by the AGENCY in text form is decisive for the content of such agreements.
2.5 The terms and conditions apply in their respective version as a framework agreement also for future deliveries and services of the AGENCY to the same client, without the AGENCY having to point them out again in
each individual case. The respectively current version of the terms and conditions is available at https://www.blaumond24.de/allgemeine-geschaeftsbedingungen-blaumond-dresden/.
2.6 The AGENCY reserves the right to make changes or additions to the general terms and conditions at any time, provided the client is not disadvantaged by doing so contrary to good faith. Changes or additions to the terms and conditions will be announced in writing to the client. The changes or additions to the terms and conditions are considered approved if the client does not object in writing within two weeks of being notified. If the client objects to the change or addition, the AGENCY can terminate the contractual relationship by ordinary termination.
3. Conclusion and content of the contract
3.1 The presentation of the AGENCY’s services in catalogues, company brochures or on the AGENCY website does not constitute an offer to conclude a contract. Only the client’s order with the AGENCY constitutes a legal offer to conclude a contract, regardless of the communication channel used by the client. The AGENCY accepts this exclusively by confirming the client’s offer in text form or by telephone.
3.2 The client is bound to the offer submitted by the client for a period of 14 days after submission of the offer. Thereafter, you have the right to withdraw from the offer. In this case, the client must notify the AGENCY.
3.3 The AGENCY is a service company and as such is subject to the statutory provisions and ordinances applicable to service companies. The AGENCY handles the tasks assigned to it on a service contract basis.
3.4 The hostess service includes the pure organisational customer support for an event.
4. Implementation and organisation
4.1 The basis of every event is a client accepted concept, a detailed description of services agreed with the client, a cost plan and a legally valid assignment in the form of a contract. The implementation and organisation of an event is based on these principles. Significant changes are agreed in writing with the client.
4.2 On the part of the client, the exhibition and event rooms are made accessible to employees and agents of the AGENCY on the construction, dismantling and event days for the construction of exhibition stands and stage structures, installation of lighting and sound systems, as well as for stage rehearsals.
4.3 All contracts necessary for the execution of this contract are concluded in the name and on behalf of the client. The AGENCY is hereby authorised by the client to conclude all contracts that are necessary or at least appropriate for the execution and fulfillment of the contract on behalf of the client.
4.4 The AGENCY is, in the interests of and on behalf of the client, authorised to issue instructions towards suppliers who have been commissioned by the client to provide services for the event.
5. Services, prices, payments, default
5.1 The AGENCY is obliged to provide the services ordered by the client and promised by it in text form in the order confirmation.
5.2 The client is not entitled to the employment of a specific agent of the AGENCY. The AGENCY will consider the wishes of the client as best as possible, but reserves the right to select the vicarious agent itself from an operational point of view.
5.3 The client is obliged to pay the AGENCY’s agreed or customary prices for these and other services used.
5.4 The AGENCY issues an invoice for the services it has provided. An overview of the services provided can be given on request in a reasonable time using a performance record. There is no further obligation to provide evidence.
5.5 All prices are exclusive of the applicable sales tax in Germany. All services of the AGENCY are without exception subject to sales tax.
5.6 The AGENCY reserves the right to adjust prices. The price adjustments will be communicated in writing two weeks before they come into force. They are considered accepted if not contradicted in writing within 7 days of receipt.
5.7 AGENCY invoices without a due date are payable within 10 days of receipt of the invoice without deduction. In the event of default in payment, the AGENCY is entitled to charge a flat reminder fee of 1% of the invoice amount, but at least 8.00€. If the client is a business customer, the default interest rate is 9 percentage points above the respective discount rate of the Deutsche Bundesbank. The client reserves the right to provide evidence of lower damages and the AGENCY of higher damages.
5.8 If the client defaults on payment, the AGENCY can suspend the provision of services until payment has been made without terminating the contract.
6. Impossibility, force majeure
6.1 If the implementation of the event is prevented in whole or in part for reasons for which the client is responsible, the AGENCY retains its right to the agreed fee. The AGENCY will, however, allow credit for what it saves as a result of the exemption from the service and which it acquires through other use of its labour or maliciously omits to acquire.
6.2 For open-air events, the client bears the weather risk.
6.3 If the AGENCY is prevented from fulfilling its contractual obligations due to force majeure, the AGENCY will be released from its obligation to perform for the duration of the obstacle and a reasonable start-up time without being obliged to pay compensation to the client. The AGENCY keeps the entitlement to the fee portions that have already become due or the services provided up to the occurrence of the obstacle in accordance with the payment plan.
6.4 The same applies if the AGENCY’s fulfillment of its obligations is unreasonable, difficult or temporarily impossible due to unforeseeable circumstances for which the AGENCY is not responsible, in particular due to illness, labour disputes, official measures, lack of energy or significant operational disruptions.
6.5 The AGENCY will immediately notify the client of the impediments by fax, email or telephone and provide evidence on request (medical certificate, etc.).
6.6 The AGENCY is entitled to withdraw from the contract in whole or in part if such an obstacle lasts for more than four months and the AGENCY is no longer interested in fulfilling the contract as a result of the obstacle. At the request of the client, the AGENCY will declare after the deadline whether it will make use of its right of withdrawal.
7. Rights of retention, offsetting, assignment
7.1 The AGENCY is entitled to set-off rights and rights of retention as well as the defence of the contract not being fulfilled to the extent permitted by law. In particular, the AGENCY is entitled to withhold payments due as long as the AGENCY is still entitled to claims against the client for incomplete or defective services.
7.2 The AGENCY is entitled to refuse its performance if, due to a circumstance that occurred after the conclusion of the contract, it is to be feared that the counter-performance of the client cannot be received in full and in good time (e.g. by filing for insolvency proceedings), unless, the client provides the consideration or provides sufficient security.
7.3 Offsetting with claims of the customer that are disputed, not legally established or not ready for decision is excluded. The customer is only entitled to refuse performance or a right of retention if the underlying counterclaims of the customer are undisputed, legally established or ready for a decision.
7.4 The client is not entitled to assign claims or rights arising from the business relationship against the AGENCY to third parties or to transfer them to third parties without their consent. The same applies to claims and rights arising directly against the AGENCY by virtue of the law.
8.1 The client is entitled to cancel the order before the start of the assignment or event in accordance with the following conditions.
8.2 If the client cancels before the start of the order, the AGENCY will charge the client the following percentages of the net order amount as cancellation fees:
a) from the day of booking: 30%,
b) up to 7 days before the start of the assignment: 50%,
c) from the 7th day before the start of the assignment: 100%.
8.3 Cancellation after the start of the assignment is excluded.
9.1 The contract can only be terminated on both sides for an important reason if there are facts on the basis of which the terminating party cannot be expected to continue the contract until the end of the contract, taking into account all the circumstances of the individual case and weighing the interests of both parties.
9.2 The termination must be in writing.
9.3 An important reason for the AGENCY exists in particular if:
a) the client is more than 4 weeks in default of payment,
b) a behaviour of the client that is damaging to the business of the AGENCY becomes known,
c) the service requested by the AGENCY violates common decency, applicable regulations or laws,
d) the client has submitted the asset information,
e) an arrest warrant has been issued against the client,
f) insolvency proceedings have been opened against the client’s assets or such proceedings have been rejected due to insufficient assets.
9.4 If the contract is terminated by the client without having been induced to do so by the AGENCY, the AGENCY is entitled to lump-sum compensation in the amount of the net order amount agreed for the order. The compensation is to be set higher or lower if the client proves a lower damage or the AGENCY a higher damage.
10.1 Unless otherwise stated in these terms and conditions including the following provisions, the AGENCY is liable in the event of a breach of contractual and non-contractual obligations in accordance with the relevant statutory provisions.
10.2 The AGENCY is liable for damages – for whatever legal reason – in the event of willful intent and gross negligence. In the event of simple negligence, the AGENCY is only liable:
a) for damage resulting from injury to life, limb or health,
b) for damage resulting from the breach of an essential contractual obligation (obligation whose fulfillment makes the proper execution of the contract possible in the first place and compliance with which the contractual partner regularly relies on and may trust); in this case, however, the AGENCY’s liability is limited to the replacement of the foreseeable, typically occurring damage and, in the case of financial loss, to the amount of the agreed net remuneration.
10.3 Contributory negligence on the part of the customer is to be offset against the amount of any claim for damages.
10.4 The limitations of liability arising from Paragraph 2 do not apply if the AGENCY has fraudulently concealed a defect or has assumed a guarantee for the quality of the service. The same applies to the customer’s claims under the Product Liability Act.
10.5 Any further liability for compensation than provided for in paragraphs 1 to 4 is excluded – regardless of the legal nature of the claim asserted. This applies in particular to claims for damages arising from negligence when concluding the contract, due to other breaches of duty or due to tortious claims for compensation for property damage in accordance with Section 823 of the German Civil Code (BGB).
10.6 As far as the AGENCY’s liability for damages is excluded, this also applies with regard to the personal liability for damages of their employees, representatives and vicarious agents.
10.7 The above liability regulations do not involve a change in the burden of proof to the detriment of the client.
11.1 The client undertakes not to employ any employees (including freelance employees or employees bound by individual contracts) of the AGENCY directly or indirectly as employees, freelancers or similarly employed or directly commissioned during and up to 12 months after the termination of this contract.
11.2 For each case of an infringement of the provision in Paragraph 1, the client pays the AGENCY a contractual penalty of EUR 2,000 per infringement. If several AGENCY employees are enticed away, each employee is deemed to be a separate violation, regardless of whether the AGENCY employees are enticed away at the same time or separately. The compensation is to be set higher or lower if the client proves a lower damage or the AGENCY a higher damage.
11.3 We reserve the right to assert further damages beyond the contractual penalty incurred, as well as the assertion of all other legal claims and legal consequences from an infringement (e.g. injunctive relief claims under competition law).
12. Copyright protection and usage rights
12.1 The word mark Agentur Blaumond and the business name Blaumond GmbH are owned by the AGENCY.The AGENCY reserves the right to use both property rights. The naming, use, utilisation or alienation of the agency Blaumond word mark requires the AGENCY’s express prior consent.
12.2 All ideas, presentations, project sketches, project papers, concepts, plans, works and layouts generated by the AGENCY are their intellectual property and are intended exclusively for the client in the context of the order placed. Processing, exploitation, reproduction and commercial distribution is only permitted with the consent of the AGENCY as the owner of the right of use. Execution of their conceptual work is reserved for the AGENCY alone.
12.3 If the AGENCY does not receive an order, the client of these works is obliged to refrain from using the ideas, suggestions, concepts, layouts and texts presented in the context of the cooperation.
12.4 Any further use, disclosure to third parties, partial or complete implementation of the ideas, concepts, layouts and texts presented in the context of the cooperation requires the consent of the AGENCY and in any case prior agreement on an appropriate remuneration.
12.5 The AGENCY is entitled to document the production on image and sound carriers of any kind and to distribute or publish all photo, video and film recordings resulting from the contractual relationship, as well as other technical reproductions for self-promotion or for editorial purposes, without restriction of the spatial, material and temporal scope.
12.6 The client agrees that the AGENCY will use it as a reference in print or other media. The contractual partners allow each other to issue press releases. Upon request, the AGENCY must be named in publications as the author and the executing agency.
13. Confidentiality and data protection
13.1 The contracting parties undertake to keep the information and documents communicated to one another or received in connection with the execution of the contract secret and to take appropriate measures within the meaning of Section 2 No. 1 of the Law on the Protection of Business Secrets (GeschGehG) to prevent their knowledge and utilisation by third parties. Employees of the contractual partners are, unless they are already required to do so under their employment contract, obliged to maintain confidentiality and non-exploitation insofar as they come into contact with the contractual services. The same applies to suppliers to both partners. The same applies to their utilisation.
13.2 The obligation to maintain secrecy and non-utilisation of the information communicated to one another or received in the context of the performance of the contract does not apply if such information
a) was demonstrably known to the informed contractual partner prior to the notification or
b) was known or generally accessible to the public prior to the notification, or
c) becomes known to the public after the notification or becomes generally accessible without the involvement or fault of the informed contractual partner, or
d) essentially corresponds to information that is disclosed or made accessible to the informed contractual partner at any time by an authorised third party.
13.3 The obligation of confidentiality does not apply if there is an obligation to disclose the confidential information by order of a court, order of an authority or a law.
13.4 The confidentiality obligation continues to apply even after the end of the contract.
13.5 The contractual partners undertake to comply with the provisions of data protection laws and the European General Data Protection Regulation in the currently valid version. The contractual partners will impose corresponding obligations on their employees, suppliers and other persons who come into contact with the contractual services.
13.6 The client undertakes to only use the data, images, etc. provided to him within the scope of the order. In particular, it is forbidden to use / and or distribute personal data, images, etc. of employees of the AGENCY.
For each case of a violation of the provision in Sentence 1, the client pays the AGENCY a contractual penalty in the amount of EUR 10,000 per violation. The compensation is to be set higher or lower if the client proves a lower damage or the AGENCY a higher damage.
14. Alternative dispute resolution
14.1 The European Commission provides
a platform for out-of-court online
dispute resolution (ODR platform),
which can be accessed at www.ec.europa.eu/consumers/odr.
14.2 This platform serves as a contact point for the out-of-court settlement of disputes arising from online, purchase or service contracts in which a consumer is involved.
14.3 The AGENCY is not obliged to participate in arbitration proceedings and unfortunately cannot offer participation in such proceedings either.
15. Final provisions
15.1 Changes or additions to both these terms and conditions and the content of the order must be made in writing; this also applies to the repeal of this text form clause.
15.2 All agreements with the client are subject to German law. The place of performance for the above contract is the seat of the AGENCY. As far as legally permissible, the place of jurisdiction is Dresden.
15.3 Should one or more of the provisions of these general terms and conditions be or become void or ineffective or impracticable, this shall not affect the validity of the remaining general terms and conditions. The parties undertake to replace ineffective or impracticable provisions of these general terms and conditions with effective ones that come as close as possible to the economic goal pursued by these general terms and conditions. The regulations according to Sentences 1 and 2 apply accordingly if there is a gap in these terms and conditions or if there is a gap in these terms and conditions later.
(As of 14 October 2020)