Organissimo


General Terms & Conditions of

organissimo GmbH

 

§ 1
Contractual bases

The following General Terms and Conditions (GTC) regulate the relationship between organissimo GmbH (“Contractor”) and its customer (“Client”), insofar as the Client is an entrepreneur within the meaning of § 14 BGB. They shall apply exclusively to all offers, deliveries and services of the Contractor to the Customer, subject to individual agreements or arrangements between the contracting parties. The reference in the form to the General Terms and Conditions of the Client is objected to.

 

§ 2
Conclusion of contracts and offers

All offers of the contractor are subject to change and non-binding. Every order must be in writing. Order confirmations, extensions, changes as well as verbal agreements must be confirmed in writing by the contractor in order to be legally effective.

Offers, calculations, plans, drawings or comparable documents may not be reproduced, modified or made accessible to third parties by the Customer without the Contractor’s consent. If a contract is not concluded, documents including copies shall be returned to the Contractor without delay. Corresponding digital documents must be permanently deleted from all drives and storage media.

Official permits or other permits required for the performance of the contract shall be obtained by the Customer and made available to the Contractor, unless otherwise agreed.

 

§ 3
Invoicing

The Contractor shall invoice its services at the latest after they have been rendered. He is entitled at any time to invoice partial payments or even the entire invoice amount in advance.

All prices and price quotations shall be understood as net prices in euros without statutory taxes and duties and without any other possible ancillary public law duties such as artists’ social insurance, even if they are not expressly designated as such. These shall be borne by the client, even if they are subsequently collected.

If the start or progress of the performance is delayed for reasons for which the Contractor is not responsible, the Contractor shall be entitled to charge separately for any additional expenses incurred as a result. The Contractor’s calculation rates valid on the day of execution shall then apply.

Services not estimated in the offer, which are carried out at the request of the client, or additional expenses, which are caused by incorrect information of the client, preliminary services of the client, or other third parties, which are not vicarious agents of the contractor, will be invoiced additionally to the client.

 

§ 4
Expenses

Each party shall bear the costs of postage, telephone and fax incurred by it in its business dealings with the other party.

Travel costs and expenses incurred by the Contractor in connection with the execution of the contract shall be reimbursed separately by the Client.

 

§ 5
Service provision, delivery

The scope of the individual services as well as the remuneration owed result from the contractor’s service description. In the event of additional expenses incurred by the Contractor, in particular due to the Client’s requests for changes and additions, the additional expenses shall be charged in accordance with the agreed hourly rates.

If no express deadline has been agreed for the start of execution or completion, the stated production/delivery date shall only be approximate.

Any changes or alterations to the execution made by the customer after the conclusion of the contract shall render any firmly agreed execution/delivery dates non-binding. The same shall apply to obstructions for which the Contractor is not responsible, in particular for the untimely provision of documents and material of the Customer.

If disruptions in business operations occur for which the Contractor or its suppliers or subcontractors are not responsible, in particular cases of force majeure, strike and lockout, which are based on an unforeseeable event for which the Contractor is not responsible and which lead to serious disruptions in operations, the delivery/completion period shall be extended accordingly. If the fulfillment of the contract becomes impossible due to the aforementioned disruptions, both parties are entitled to withdraw from the contract. In this case, the Contractor shall be entitled to remuneration for the services rendered up to that point, whereby the services rendered shall also include claims of third parties which the Contractor has commissioned in reliance on the performance of the contract.

The Contractor’s services shall also be deemed to have been rendered in accordance with the contract if they are not capable of being registered or protected (e.g. patents, trademark or copyright protection), unless expressly agreed otherwise. The Contractor shall not be obliged, but shall be entitled, to make its services the subject of applications for industrial property rights.

The Contractor’s products and delivery items always travel at the expense and risk of the Customer, unless otherwise agreed. Unless specifically instructed, the Contractor shall determine the shipment at its discretion without responsibility for the cheapest and fastest way. Any packaging requested or deemed necessary by the Contractor shall be invoiced separately. For transports arranged by the client,

 

the goods to be shipped will only be insured on the explicit instruction and at the expense of the client. Unless otherwise agreed, all risk shall pass to the Client when the goods leave the Contractor’s premises, otherwise when they are made available to the Client. This shall also apply in cases where carriage paid delivery has been agreed.

Objects of the Customer which are to be used in the performance of the service must be delivered to the place of use on the agreed date. The Contractor shall not be obliged to return such items. If he is commissioned by the client with the return delivery, this shall be carried out from the place of dispatch at the risk of the client.

If the goods ready for shipment cannot be delivered and made available to the customer for reasons for which the customer is responsible, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer on the day on which the goods are ready for shipment. The Contractor’s services shall be deemed to have been rendered after delivery of the notice of readiness for dispatch to the Customer.

 

§ 6
Creditworthiness

The prerequisite for the Contractor’s performance obligations is the Client’s creditworthiness.

If the Client has provided incorrect or untrue information about the facts that determine its creditworthiness, or has suspended its payment, the Contractor shall not be obliged to provide the service.

In such cases, the Contractor may demand advance payment or other security for the property claim.

If the Client does not comply with this request, the Contractor may terminate the contract for good cause pursuant to § 17 of these Terms and Conditions or withdraw from the contract and claim damages.

 

§ 7
Items provided on a rental basis

If objects belonging to the Contractor have been lent or rented to the Client, the rented object must be formally returned immediately after the end of the trade fair or event at the Contractor’s request. The Client is obliged to attend the return date or to be represented by a duly authorized representative.

The client shall treat the rental object with care. Any instructions of the Contractor with regard to the rental period shall be observed by the Client.

If a defect in the rented item becomes apparent in the course of the rental period, the Customer shall notify the Contractor thereof without delay.

The Customer shall only be entitled to a right of reduction or termination in accordance with Section 543 (2) No. 1, (3) of the German Civil Code (BGB) if the Contractor’s attempt to remedy the defect has been unsuccessful or the Contractor has finally refused to remedy the defect. If the client fails to report the defect or reports the defect late, the client may not reduce the price due to the defect, terminate the contract according to § 543 para. 2 no. 1, para. 3 BGB, or claim damages.

 

The claim for damages shall also be excluded if the Customer has notified the Contractor of the defect without undue delay but it was subjectively impossible for the Contractor to remedy the defect.

In case of omitted or delayed notification, the Customer shall be obliged to compensate the Contractor for the damage caused thereby. Any contributory negligence on the part of the Customer with regard to the defect shall exclude the right of termination.

If several items are rented, the Customer shall only be entitled to terminate the entire contract due to the defectiveness of a single item if the rented items have been rented as belonging together and the defectiveness substantially impairs the contractually presupposed functionality of the rented items in their entirety.

When renting wireless microphone systems in the ranges III (VHF), IV and V (UHF), as well as company radios, the client must ensure that the system is used in accordance with the applicable regulations of the Federal Network Agency (BNetzA).

All applicable taxes, duties, GEMA fees and other expenses and fees shall be borne by the client.

The client is obliged to comply with all requirements according to the Ordinance on the Construction and Operation of Places of Assembly (Versammlungsstättenverordnung-VStättVO).

The client is required to identify and comply with all building and fire code requirements unless included in the contractor’s bid services.

The Client shall obtain all relevant permits at its own expense and inform the Contractor of all conditions in good time.

For the entire duration of the event, the client must ensure compliance with regulatory standards in and in front of the event rooms, in particular fire safety requirements for decorations, etc., as well as compliance with any upper limits. The client is liable for any damage caused by disregarding these standards.

The client must be present and available to the contractor during the event. If the client is not present during the event, he must inform the contractor of a responsible person who will be present at the event.

The rental equipment may only be operated by sufficiently qualified persons who know the relevant safety regulations and can comply with them. The selection responsibility lies solely with the client.

If the Customer hires equipment that is technically complex or difficult to operate without having recourse to specialists recommended and offered by the Contractor, the Customer shall only be entitled to a claim for rectification in the event that it can prove that the defect was not caused or contributed to by operating errors.

The client must ensure a trouble-free power supply during the use of the rental objects. The client shall be liable for any damage resulting from insufficient power quality, e.g. due to voltage peaks resulting from the use of stroboscopes, power failures, power interruptions or power fluctuations.

The Customer shall ensure sufficient insurance of the rented items at replacement value at its own expense and provide evidence thereof to the Contractor upon request.

 

§ 8
Provision of the client

The Contractor is not obliged to check the suitability of the installation site prior to execution of the contract. The Contractor therefore owes the performance of the service at a usual place of assembly without complications.

 

The Client shall ensure the suitability of the installation site for materials to be set up, erected or erected by the Contractor. If the installation is delayed due to circumstances for which the Contractor is not responsible, the Customer shall bear the additional costs, waiting times, additionally required travel of the personnel, etc. incurred as a result.

The client must ensure that the technicians have access to the object on the execution date, otherwise he must reimburse the corresponding additional expenses.

 

§ 9
Acceptance/Transfer

Acceptance or handover regularly takes place formally and immediately after completion.

The Customer undertakes to attend the acceptance meeting itself or to be represented by a duly authorized representative. It is expressly acknowledged that in special cases, an acceptance deadline 1 hour before the start of the event is not unreasonable.

If the client has used the service or a part of the service without prior formal acceptance, acceptance shall be deemed to have taken place with the act of use, unless a defect has previously been reported that precludes acceptance.

Any outstanding partial services or notified defects shall be made good or remedied as quickly as possible. Provided that they do not significantly impair the function of the subject matter of the contract, they shall not entitle the customer to refuse acceptance.

If the service consists of the planning and/or execution of events, the acceptance shall regularly take place on the occasion of dress rehearsals or trial runs. This shall not apply to planning services which are deemed to be completed and ready for acceptance upon receipt by the customer.

 

 

§ 10
Liability for defects

Liability for defects shall be governed by the statutory provisions unless otherwise agreed in these General Terms and Conditions.

If there is a defect for which the Contractor is responsible, the Customer may initially only demand subsequent performance in the form of rectification. The manner of proper rectification shall be at the discretion of the Contractor. The Contractor shall be free to make a replacement delivery at any time.

The limitation period for claims for defects of the Customer against the Contractor is 1 year calculated from the transfer of risk.

The foregoing limitations shall not apply to claims for damages or reimbursement of expenses based on gross negligence, willful misconduct or the breach of contractual obligations, the proper performance of which is essential to the implementation of the

 

contract in the first place and on the fulfillment of which the customer may regularly rely (“cardinal obligations”). They shall also not apply insofar as claims for damages or reimbursement of expenses due to injury to life, limb or health, or claims based on the Product Liability Act are concerned.

Insofar as a cardinal obligation is negligently breached, the Contractor’s liability shall be limited in amount to such damages, expenses that are typically associated with the contract and are foreseeable. Unless expressly stated in writing, product descriptions, samples or presentations do not constitute warranty statements or warranties of characteristics.

 

 

§ 11
Liability

The Contractor’s liability for damages and expenses based on simple negligence shall be excluded unless the claims are based on a breach of contractual obligations, the proper fulfillment of which makes the performance of the contract possible in the first place and the fulfillment of which the Client may regularly rely on (cardinal obligations) or claims based on injury to life, limb or health. Claims which find their basis in the Product Liability Act shall also remain unaffected.

In the event of a claim for payment, the Customer’s claims to interest on arrears shall remain unaffected by the above.

Insofar as a cardinal obligation is negligently breached, the Contractor’s liability shall be limited in amount to such damages as are typically associated with the contract and are foreseeable; the aforementioned shall also apply to breaches of duty by the Contractor’s vicarious agents and legal representatives.

Irrespective of any fault on the part of the Contractor, any liability on the part of the Contractor in the event of fraudulent concealment of a defect, from the assumption of a guarantee or a procurement risk and in accordance with the Product Liability Act shall remain unaffected.

 

§ 12
Liability of the client

The client is liable for the destruction and loss of the rental objects regardless of fault.

The rental objects are not insured by the contractor. The Client undertakes to independently take out appropriate insurance, for example organizer’s liability and electronics insurance at the new value of the material, and to provide evidence of this to the Contractor upon request.

The client must conclude an agreement with his contractual partner (artist, athlete, spectator, trade fair organizer, etc.) corresponding to the content of this regulation, also for tortious claims in favor of the contractor. Insofar as the Contractor is held liable for damages as a result of the non-implementation of the aforementioned obligations, the Customer shall indemnify the Contractor against such claims for damages.

The Client shall be liable to the Contractor for all items loaned or rented to it, including exhibits, up to the total amount of the restoration costs or the new acquisition value (in the event of destruction or loss).

 

§ 13
Retention of title

All delivery items and performance results to be transferred shall remain the property of the Contractor until all liabilities arising from the contractual relationship between the parties have been fulfilled in full.

The retention of title shall also remain in force for claims of the Contractor against the Client from the current business relationship until settlement of claims existing in connection with the business relationship.

At the Customer’s request, the Contractor shall be obliged to waive the retention of title if the Customer has incontestably fulfilled all claims in connection with the subject matter of the contract and adequate security exists for the remaining claims from the ongoing business relations.

During the period of retention of title, the right of possession shall be vested in the Client.

If the Customer does not pay the remuneration due or does not pay it in accordance with the contract, the Contractor may withdraw from the contract and/or, in the event of a culpable breach of duty by the Customer, claim damages in lieu of performance if it has unsuccessfully set the Customer a reasonable deadline for performance, unless the setting of the deadline is dispensable in accordance with the statutory provisions.

As long as the reservation of title exists, the Customer may neither dispose of the subject matter of the contract nor contractually grant third parties use thereof.

 

§ 14
Right of exploitation and use, conception

Offers, plans, drafts, drawings, production and assembly documents, concept descriptions, descriptions of exhibition and event concepts, artwork and film material of the Contractor shall remain the property of the Contractor with all rights, even if they have been handed over to the Client.

In this respect they are entrusted to the client in the sense of § 18 UWG. The client undertakes to refrain from any other exploitation in all forms, in particular the reproduction and distribution, the making of changes, the transfer to third parties, or the direct or indirect reproduction. Any transfer of rights of use beyond those required for the fulfillment of the contract and irrespective of whether or not industrial property rights or copyrights exist shall require express written agreement.

Unless otherwise agreed in writing, changes to plans, drafts, concepts, etc. may only be made by the contractor. This shall also apply if these documents have become the property of the customer.

The client shall be presumed to be in breach of its obligations under this section if it holds exhibitions or events that substantially conform to the contractor’s plans and concepts. The client is at liberty to provide evidence to the contrary.

In the event of a breach of the obligations listed in this section, in the event of rental of the performance results, in particular in the case of unauthorised reproduction, the Contractor shall be entitled to compensation in the amount of 50% of the agreed rental price. The customer shall be at liberty to prove that no damage or no damage in the amount stated has been incurred.

 

If materials or documents are handed over by the client for the provision of the services, the client shall guarantee that the production and delivery of the services provided in accordance with his documents do not infringe the industrial property rights or copyrights of third parties. The Contractor shall not be obliged to verify whether the information and documents handed over by the Client infringe the property rights of third parties. The Customer shall indemnify the Contractor against all claims arising from an infringement of such industrial property rights or copyrights.

The contractor is entitled to record the event and to use the recordings together with background information for the purpose of documentation.

If requested by the contractor, the client is obliged to name the contractor in all publications.

 

§ 15
Liability/Insurance

The Contractor shall be liable without limitation for personal injury (injury to life, body and health) resulting from a negligent or intentional breach of duty by the Contractor, its legal representatives or vicarious agents.

For property damage and financial loss caused by negligent or intentional breach of material contractual obligations by the Contractor, its legal representatives or vicarious agents, the Contractor’s liability shall be limited to the foreseeable damage typical for the contract at most, but limited to the amount covered by the Contractor’s liability insurance in the amount of € 3.000,000.00 lump sum for personal injury, property damage and financial loss.

Material contractual obligations are those which protect positions of the customer which are material to the contract, as such the contract has to grant him or on the fulfillment of which the customer may rely. The claim for damages due to violation of essential contractual obligations is limited to the foreseeable damage typical for the contract.

For other property damage and financial loss resulting from a grossly negligent or intentional breach of duty by the Contractor, its legal representatives or vicarious agents, the Contractor’s liability shall be limited to the sum insured under its liability insurance in the amount of a lump sum of € 3,000,000.00 for personal injury, property damage and financial loss.

 

§ 16
Privacy

The Contractor’s data protection provisions and regulations are available via the following link

https://organissimo.de/en/imprint/

and can be accessed and viewed on its website.

These can be sent separately to the client at any time upon request.

 

§ 17
Contract termination

The client is entitled to terminate the contract at any time in accordance with the following conditions. The termination of the contract requires text form (e-mail, fax, letter) to be effective.

If the Client terminates the contract without the Contractor having given good cause for this, the Contractor shall in this case be entitled to remuneration for the services rendered up to that point, whereby the services rendered shall also include claims by third parties which the Contractor has commissioned in reliance on the performance of the contract.

In case of cancellation of an order, the Client is obliged to pay the remuneration according to the following scale as compensation to the Contractor.

Cancellation 30 days before the beginning of the order or contractual rental period 50% of the total amount Cancellation 14 days before the beginning of the order or contractual rental period 80% of the total amount

Thereafter, 100% of the contractually agreed services are due.

The right to terminate for cause remains unaffected. The prerequisite is that a corresponding written request for the elimination of the good cause has been made within a reasonable period of time and the deadline has passed without success.

Good cause shall be deemed to exist, in particular, if the Client has persistently or grossly violated its contractual obligations, in particular, has not fulfilled its payment obligations despite being requested to do so.

In the event of termination for cause by the Contractor, or withdrawal for reasons for which the Client is responsible, the above provision shall apply accordingly.

The customer shall be at liberty to prove that no damage was incurred or that the damage was not incurred in the amount stated. The assertion of further damages is not excluded.

The date of receipt of the corresponding notification by the Contractor in text form shall be decisive for the date of termination of the contract.

An obligation to pay damages shall not apply insofar as the Customer proves that the Contractor has not suffered any damage or that the damage is significantly lower.

A lease may be terminated by either party for cause, except as provided in this section. This also applies to agreed additional services.

In favor of the Contractor, good cause shall be deemed to exist in particular if

° the economic circumstances of the customer have deteriorated significantly, e.g. if seizures or other enforcement measures have been taken against him, or if insolvency proceedings or out-of-court composition proceedings have been applied for against his assets.

° the client uses the rented items in breach of the contract.

° the client is more than 5 working days in arrears with the agreed advance or partial payments.

in the case of rent assessed and payable by time periods, the Client is in default of payment of the rent for 2 consecutive dates, or of a total amount equal to the rent payable for 2 dates.

 

§ 18
Liability for other claims

The statutory limitation periods shall apply to other claims of the Customer that are not regulated in the section Liability for Defects in Quality and Title or Product Defects.

Liability due to delay in delivery is conclusively regulated in § 5 of these terms and conditions.

 

§ 19
Jurisdiction, Applicable Law

For all present and future claims arising from the business relationship with merchants, including claims based on bills of exchange and checks, the exclusive place of jurisdiction shall be the Contractor’s registered office in Markdorf.

The same place of jurisdiction shall apply if the customer does not have a general place of jurisdiction in Germany, moves his place of residence or habitual abode out of Germany after conclusion of the contract, or his place of residence or habitual abode is not known at the time the action is brought. Furthermore, in the event of claims of the Contractor against the Client, the latter’s place of residence shall also be deemed to be the place of jurisdiction.

German substantive law shall apply exclusively to all business relations to the exclusion of any international conventions, in particular the United Nations Convention on Contracts for the International Sale of Goods (CISG).

 

§ 20
Out-of-court resulution

The involvement of an arbitration board is neither desired by the contractor nor by the client.

As a precaution, the Contractor declares that it will not participate in any dispute resolution proceedings before a consumer arbitration board within the meaning of the VSBG and that it is not obliged to do so.

 

§ 21
Severability clause

Should individual provisions of this contract or individual or several provisions of the General Terms and Conditions of Business or parts thereof be or become invalid, this shall not affect the validity of the remaining provisions. The wholly or partially invalid provision shall be replaced by a provision that comes as close as possible to the economic purpose.