§ 1 Scope of contract
1.1. The following Terms and Conditions apply to contractual services supplied by REALIZE GmbH (hereinafter referred to as REALIZE).
1.2. REALIZE shall not recognize any contrary terms and conditions of customer, even in cases where REALIZE performs orders without specific advance declaration of its refusal of customer’s terms and conditions.
1.3. These Terms and Conditions shall also apply to future business relations without the necessity of repeating this express agreement.
§ 2 Subject and conclusion of the contract
2.1 The Client commissions REALIZE with the contractual services in accordance with the latest offer from REALIZE. As a rule, the contractual services extend to the planning, implementation and accompaniment of events.
2.2 REALIZE is permitted to subcontract its contractual services to third parties. In accordance with the scope of services agreed with the client, REALIZE shall act as general contractor vis-à-vis third parties. Unless otherwise agreed in writing, individual contracts shall be concluded directly between REALIZE and the third parties. In order to ensure smooth execution of the order, the customer undertakes to have communication with third parties carried out exclusively by REALIZE. The customer shall not contact any third parties directly to the exclusion of REALIZE.
2.3 Our offer in the form of the submission of an event plan is subject to change until the contract is concluded.
2.4 By accepting the event planning proposed by REALIZE, the customer bindingly declares his intention to place the order.
2.5 The contract shall be concluded upon written acceptance by REALIZE.
2.6 In the case of productions and construction elements: All items offered shall be and remain the property of REALIZE and shall only be made available on a rental basis.
2.7 Additional services and additional work for which REALIZE is not responsible and which are not part of an offer shall be charged separately.
§ 3 Terms of payment / prices
3.1. All prices and price quotations, even if not expressly designated as such, are to be understood in EURO without statutory taxes and duties and without other, possibly arising public-legal additional charges.
3.2. Customer shall make an advance payment of 50% of the most recent approved budget upon signing the contract. A further 40% of the most recent approved budget shall be payable six weeks prior to the commencement of the event. After completion of the event REALIZE shall submit a final account, payable 14 days after receipt by bank transfer onto one of the REALIZE bank accounts. All prices are net unless specified otherwise.
REALIZE and customer may agree on methods of payment and deadlines that diverge from those.
3.3. The provisional budgets specified in the rough cost calculation apply to the scope of services and deliveries specified in the individual contract/order. Additional or special services will be charged separately. The daily rates applicable to the contractor’s services are set out in the individual contract/order.
3.4. Expenses incurred shall be invoiced by REALIZE separately from the (gross) event price. Corresponding original receipts shall be handed over to customer.
3.5. Individually listed items and additional costs can be settled at a flat rate. Service charges include costs such as communication and office lump sums.
3.6. All delivered goods remain the property of REALIZE until full payment has been received.
§ 4 Provision and changes of performance
4.1. Details of the performance to be provided are specified in the detailed quotation included with the event concept submitted by REALIZE.
4.2. Ancillary agreements extending the scope of contractual performance shall not be deemed binding unless expressly confirmed by REALIZE.
4.3. Any pictures and content utilized for booking purposes are included solely as non-binding information. No guarantee is undertaken for their content.
4.4. Changes or deviations between individual items of performance and the agreed content of this contract that become necessary after conclusion of the contract and that are not implemented in bad faith shall be permitted, provided said changes or deviations are not material and do not affect the overall nature of the event as booked. Should the changed performance contain defects, warranty claims shall remain unaffected.
4.5. In the case of increases to VAT in the target country (venue country) REALIZE reserves the right to adjust its figures and submit invoices accordingly.
4.6. All-in sums for organization are calculated on the basis of experience and on details furnished by an internal time tracking program. REALIZE reserves the right to adjust original calculations of working hours accordingly if actual time spent is significantly over- or under these calculations.
4.7. The budgeted offer prices are valid for 4 months from the conclusion of the contract. If delivery periods extending beyond these 4 months have been agreed, the contractor is entitled to pass on price increases of the manufacturers or suppliers, or wage increases to the client. The customer may withdraw from the contract if the increase in the total price is more than 5% of the total price budgeted at the time of conclusion of the contract. In this case, the client is entitled to remuneration for the services rendered up to that point, whereby the services rendered also include claims by third parties which the contractor has already commissioned in reliance on the execution of the contract. Further claims are mutually excluded.
4.8. If the start or continuation of the service provision is delayed for reasons for which the contractor is not responsible, the contractor shall be entitled to charge separately for any additional expenditure incurred as a result. In this case, the contractor’s calculation rates valid on the day of performance shall be decisive.
4.9. Services not listed in the rough cost calculation, which are carried out additionally at the request of the Client or additional expenses caused by incorrect information provided by the Client or preliminary work not carried out on time or professionally by the Client or other third parties (insofar as these are not vicarious agents of the Contractor) shall be invoiced to the Client additionally.
4.10. All prices given for performance abroad are calculated on the basis of the exchange rate defined in the Quotation. Changes to the exchange rate are excepted.
4.11. REALIZE undertakes to inform Customer immediately of any changes to or deviations from performance.
§ 5 Budget management and price changes
5.1. In the design phase, the contractor shall prepare a rough cost calculation, issue which results in the provisional budget size for the customer’s event.
If no overall agreement is available or has been legally bindingly concluded at the start of event realization, the contractor will have the client release the corresponding partial services before the start of realization.
5.2. Subsequently, the contractor must continuously maintain and update the budgets and transmit it to the client. For this purpose, the contractor shall prepare offer updates at regular intervals. If the client does not object to an updated offer within 5 working days after notification, the updated budget is considered approved.
5.3. The client is aware that due to changes, rescheduling or adjustments may result in additional costs. Additional costs that arise in connection with change requests (e.g. conception and/or project management through new research, conception, rescheduling, etc.) will be reimbursed to the contractor. The prerequisite is that the additional costs have been notified by the contractor and released by the client (release by e-mail is sufficient). In urgent cases, the contractor may also demand reimbursement of such costs without prior release by the client, which are necessary or appropriate for the event and which correspond to the interest and the actual or presumed will of the client (§ 683 BGB).
§ 6 Termination of the contract
6.1. The customer is entitled to terminate the contract at any time.
6.2. If the customer terminates the contract, REALIZE is entitled to reimbursement of the expenses incurred up to that point, including claims by third parties that the contractor has commissioned in reliance on the execution of the contract.
By concluding the contract, the customer acknowledges the cancellation conditions of the individual service providers as well as of REALIZE. If necessary, the customer can demand that REALIZE hand them over.
6.3. With regard, to services that have not yet been provided by REALIZE at the time of cancellation, 30 % of the remuneration agreed upon for these services is agreed upon as saved expenses.
REALIZE will offset this rate against its claim to remuneration, unless REALIZE proves that only lower expenses were actually saved. Conversely, the customer is free to prove that the contractor has been spared higher expenses.
6.4. The right to terminate the contract for good cause remains unaffected. The prerequisite is that a corresponding written request to eliminate the important reason within an appropriate period of time has been made beforehand and that the period of time has expired without result. Good cause shall be deemed to exist in particular, if the customer has persistently or grossly breached his contractual obligations and in particular if he does not properly meet his payment obligations despite being requested to do so. In the event of termination for good cause by the contractor or withdrawal for reasons for which the customer is responsible, the above provision in paragraphs (6.2. and 6.3.) shall apply accordingly. The customer is at liberty to prove that no damage or only damage in the amount stated has occurred. The assertion of further damages is not excluded.
6.5. If the event is considerably impeded, endangered or impaired as a result of force majeure not foreseeable at the time of conclusion of the contract, both parties shall be entitled to withdraw from the contract. In this case, REALIZE is entitled to compensation for any expenses incurred up to that point, including claims by third parties that REALIZE has commissioned in reliance on the execution of the contract.
§ 7 Production: acceptance / handover / duty to inspect / complaints
7.1. The customer has the obligation to satisfy himself of the completeness and proper execution of the work at the time of handover or acceptance, in the presence of the contractor or a vicarious agent.
7.2. Defects for which REALIZE is responsible shall be reported in writing. The customer shall grant REALIZE a reasonable period of time to remedy the defects.
7.3. If the Customer has used materials, services or part of the service without prior formal acceptance, acceptance shall be deemed to have taken place.
7.4. If REALIZE fails to remedy the defect or if remedy is not possible or economically reasonable, the customer may demand a reduction in price or terminate or withdraw from the contract.
§ 8 Rental / subletting / rental material
8.1. In the case of pure rental transactions, REALIZE’s separate rental conditions, which are attached to the rental offers, shall apply.
8.2. Subletting of provided material is only permitted with the consent of REALIZE and shall be remunerated to REALIZE in accordance with the intended use.
§ 9 Liability / warranty
9.1. REALIZE shall be liable for the performance of the services to be rendered under this contract and all orders under this contract with the diligence of a prudent businessman within the limits of intent and gross negligence.
9.2. REALIZE shall not be liable and shall not assume any warranty for defective services or deliveries of third party companies, unless REALIZE is guilty of intentional or grossly negligent breach of duties of care or supervision. Any damage must be reported and proven in detail in writing without delay from the time of knowledge. Further claims are excluded.
9.3. REALIZE is not liable for services that cannot be provided due to force majeure, bad weather and other circumstances beyond REALIZE’s control (e.g. material procurement difficulties, operational disruptions, strikes, lock-outs, official orders, loss or damage during transport, etc.), even if they occur with upstream suppliers. They entitle REALIZE to postpone the service or delivery for the duration of the hindrance plus a reasonable start-up period or, if necessary, to withdraw from the order. Liability is limited to such damages as could reasonably be expected at the time of conclusion of the contract according to the circumstances known at that time. REALIZE shall not be liable for indirect damage, consequential damage or loss of profit.
9.4. REALIZE’s liability for damages and expenses resulting from simple negligence is excluded, unless the claims are based on the breach of contractual obligations, the proper fulfilment of which is essential for the performance of the contract and on the fulfilment of which the client regularly relies, or may rely, or claims for injury to life, limb or health are affected. Claims which find their basis in the Product Liability Act shall also remain unaffected.
9.5. REALIZE shall only be liable for damages if the damage was caused intentionally or by gross negligence or if it is a breach of a cardinal obligation, in which case REALIZE shall only be liable for the damage that was foreseeable at the time of the conclusion of the contract.
9.6. REALIZE accepts no liability whatsoever for damage of any kind caused by visitors / guests. Shrinkage, glass breakage and any costs arising from damage to the premises, rooms or underground lines caused by the installation of stages, exhibition stands, tents, etc. shall be borne by the client. The same shall apply in the event of damage to equipment rented by REALIZE.
9.7. The client shall be liable to REALIZE for all items lent or rented to him, including the exhibition stand as a whole, up to the amount of the restoration costs or the new acquisition value (in the event of destruction or loss).
9.8. REALIZE shall not be liable for damage caused by non-compliance with instructions issued by the client.
9.9. REALIZE does not act as an organiser, unless expressly agreed otherwise in writing. As organiser, the client shall assume responsibility for all liability matters vis-à-vis everyone.
9.10. The organiser undertakes to take out organiser’s liability insurance for personal injury and property damage, relating to the day of the event, or to submit a corresponding policy.
§ 10 Insurance
10.1. We shall only take out insurance of any kind at the express request and for the account of the customer.
10.2. For events, the customer shall insure the assembly and dismantling as well as the working material.
10.3. After handover and during the event, the customer shall assume full liability for loss and damage to material. It is advisable to take out organiser’s insurance.
§ 11 Severability clause
11.1. If individual provisions of this contract are or prove to be invalid, the validity of the contract as a whole shall remain unaffected.
§ 12 Advertising and promotion
12.1. Customer agrees that REALIZE may utilize the event organized by REALIZE on customer’s behalf for the purpose of advertising and promoting REALIZE.
§ 13 Copyright clause
13.1. Copyright and intellectual property rights for all concepts, drafts, graphic works, sketches, drawings and plans, and other documents produced or commissioned by REALIZE shall remain the exclusive property of REALIZE.
Copyright protection thus applies to all such concepts, drafts, graphic works, sketches, drawings and plans and other documents in the form submitted.
13.2. Realization of the event or parts thereof without the participation of REALIZE or the distribution, quotation or reproduction of all documents pertaining to the event in whole or in part with the purpose of transferring them to third parties shall only be permitted with the express prior written authorization of REALIZE.
§14 Data protection
14.1. REALIZE guarantees that all data collected will be used exclusively for internal purposes and will not be made available to third parties. This applies to all data that the customer provides or makes available to REALIZE in the context of an enquiry or an order.
14.2. For its part, the customer declares that all data, documents and information provided by it are free from third-party claims and are legally in its possession.
§ 15 Protection of sources
15.1. Customer undertakes to refrain from conducting business with the known contacts, whether legal or natural persons, whether directly or via intervening third parties.
15.2. Similarly, the performance providers undertake to refrain from initiating direct contact with customer without express permission from REALIZE.
§ 16 Place of jurisdiction
16.1. The General Terms and Conditions of REALIZE apply. The place of jurisdiction is the domicile of REALIZE.