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Section 1 Scope of Application

a) The following terms and conditions of the contractor apply to all contracts concluded between the contractor and the client, in particular for the rental of equipment, as well as the sale and delivery of goods and for services and works. The special provisions of these terms and conditions for specific types of contracts apply in addition to the general provisions when a corresponding contract is concluded between the client and the contractor.

b) By placing the order, the client agrees to these terms and conditions.

c) The contractor does not recognize any conflicting or deviating terms and conditions of the client unless the contractor has expressly agreed to their validity in writing.

d) These terms and conditions apply to both consumers and businesses, unless a distinction is made in the respective clause.

Section 2 Offer and Conclusion of Contract

a) A contract is concluded when the client signs the order confirmation. Only written offers from the contractor are binding; offers made by telephone or email are not binding.

b) Illustrations, drawings, and other documents included with the contractor's non-binding offers remain the property of the contractor and are only approximate unless expressly designated as binding by the contractor.

Section 3 Payment Terms

a) The amount payable is due within 7 days net after the order or invoice date, unless a different payment term is specified in the order confirmation. Payment must be made by bank transfer to the contractor's specified account or in cash.

b) The client is only entitled to set-off, even if notices of defects or counterclaims are asserted, if the counterclaims have been legally established, acknowledged by the contractor, or are undisputed. The client is only entitled to exercise a right of retention if their counterclaim is based on the same contractual relationship.

Section 4 Scope of Services of the Contractor

a) The scope of the services owed by the contractor in detail is defined in the respective offer, the order confirmation, and these terms and conditions.

§ 5 Obligations of the Client

a) The Client shall, as an essential contractual obligation, provide agreed and other cooperation services, as well as make provisions to the required extent or of the required quality and at the agreed deadlines, and shall provide the Contractor with the necessary working conditions.

b) If the client fails to fulfill their obligations to cooperate, or does so only inadequately, and the contractor's performance of services is consequently delayed, the contractor shall not be responsible for this delay.

c) If an item belonging to the client is seized or confiscated, the client must notify the contractor immediately in writing. The client is also obligated to inform the third party of the contractor's ownership.

Section 6 Liability

a) The contractor shall be fully liable in accordance with statutory provisions for damages to life, body, and health resulting from a negligent or intentional breach of duty by the contractor, their legal representatives, or their vicarious agents, as well as for damages covered by liability under the Product Liability Act, and for damages resulting from intentional or grossly negligent breaches of contract or fraudulent misrepresentation by the contractor, their legal representatives, or vicarious agents. Insofar as the contractor has provided a warranty of quality and/or durability for the goods or parts thereof, they shall also be liable under this warranty. For damages resulting from the lack of guaranteed quality or durability, but not occurring directly to the goods themselves, the contractor is only liable if the risk of such damage is clearly covered by the quality and durability guarantee.

b) The contractor is also liable for damages caused by simple negligence, provided that such negligence relates to the breach of contractual obligations whose fulfillment is of particular importance for achieving the purpose of the contract. The same applies if the client is entitled to claims for damages in lieu of performance. However, the contractor is only liable to the extent that the damages are typically associated with the contract and foreseeable.

c) Any further liability of the contractor in connection with the sale of goods is excluded, regardless of the legal nature of the claim asserted; this applies in particular to tort claims or claims for reimbursement of wasted expenses in lieu of performance. To the extent that the contractor's liability is excluded or limited, this also applies to the personal liability of its employees, workers, staff, representatives, or agents.

Section 7 Form of Declarations

Legally relevant declarations and notices that the client must submit to the contractor or a third party must be in writing.

Section 8 Special Provisions for Lease Agreements

a) Scope of Application

 

When concluding a rental agreement between the client and the contractor for the paid transfer of an item, the following provisions apply in addition to the general terms and conditions.

b) Rental Period

aa) The rental agreement begins and ends at the times specified in the rental agreement.

bb) When renting items, the client is given the opportunity to inspect the rental item before collection or acceptance, or to have it inspected by a third party. The client must notify the contractor in writing of any recognizable defects in the rental item immediately after the inspection. If the client fails to do so, they can no longer claim any recognizable defects.

cc) The contractor is obligated to remedy any defects reported by the client immediately upon handover and is entitled to provide the client with an equivalent rental item instead.

c) Client's Obligations

aa) When renting an item, the client is obligated to treat the rental item with care and to allow it to be operated only by trained personnel. In the event of any defects, the client must enable the contractor to carry out repairs immediately, either themselves or through a third party. The client is not authorized to make any alterations to the rented item. The client is not authorized to grant any third party rights to the rented item. In particular, the client is not authorized to sublet the rented item.

bb) The client must comply with all regulations applicable to the use of the rented item.

d) Client's Liability
The client is liable for all damage to the rented item caused by the client, especially if this damage is caused by the organizer's personnel or third parties. This also applies in particular if damage to the rented item occurs due to improper use or setup by the client.

e) Right of Inspection and Examination of the Rented Item
The contractor is entitled at any time to inspect the equipment or, after prior consultation with the client, to examine it, or to have it inspected and examined by an authorized representative. The lessee is obligated to support the lessor to the best of their ability.

f) Return of the Rented Item

aa) The client is obligated to return the rented item at the agreed location in the same condition as received, excluding normal wear and tear, upon expiration of the rental period. If the item is not returned in proper condition, the lessor may have the necessary work carried out by its own personnel to restore it to proper condition and invoice the lessee for the costs.

bb) If the return of the rented item is impossible for the client due to reasons attributable to the client or due to compelling technical reasons, the client is liable to compensate the lessor for any resulting damages.

Section 9 Special Provisions for Purchase Agreements

a) Scope of Application

If the client and the lessor conclude a purchase agreement, i.e., an agreement for the paid, permanent transfer of an item, the following provisions apply in addition to the provisions of these general terms and conditions for the individual contracts.

b) Transfer of Risk/Shipping

aa) Loading and shipping are at the client's risk. The lessor will endeavor to consider the client's wishes and interests regarding the shipping method and route. Any additional costs incurred as a result will be borne by the client. The contractor does not accept returns of transport and other packaging. The client is responsible for disposing of the packaging at their own expense.

bb) If shipment is delayed at the client's request or due to the client's fault, the contractor will store the goods at the client's expense and risk. In this case, notification of readiness for shipment is equivalent to shipment.

c) Delivery and Performance Time

aa) Delivery dates and deadlines that have not been expressly agreed upon as binding are non-binding estimates only. The delivery time specified by the contractor only begins once all technical questions have been clarified. Likewise, the client must properly and promptly fulfill all their obligations. Delivery dates are generally subject to correct and timely delivery to the contractor by their own suppliers, unless the contractor is responsible for the supplier's failure to deliver.

bb) Delivery dates are extended by the period during which the contractor is prevented from performing their services due to circumstances beyond their control, plus a reasonable start-up period after the impediment has ended.

(cc) The contractor is liable in accordance with statutory provisions, subject to the following limitations, if the contract is a fixed-date transaction or if the buyer is entitled to claim that performance of the contract has ceased to be of interest to them as a result of a delay in delivery for which the seller is responsible. Liability is unlimited in accordance with statutory provisions if there is damage to life, body, or health.

(dd) Likewise, the contractor is liable to the client for delays in delivery in accordance with statutory provisions, limited to intentional or grossly negligent breaches of contract for which the client is responsible, including any fault on the part of representatives or vicarious agents. However, liability is limited to the foreseeable, typically occurring damage if the delay in delivery is not due to an intentional or grossly negligent breach of contract for which the contractor is responsible, in particular if a material contractual obligation or cardinal duty has been breached.

ee) Otherwise, in the event of a delay in delivery attributable to the contractor, the client may claim liquidated damages of up to 3% of the delivery value for each completed week of delay, but not exceeding 15% of the delivery value.

ff) Any further liability for a delay in delivery attributable to the contractor is excluded. The client's other claims and rights, in addition to the claim for damages due to a delay in delivery attributable to the contractor, remain unaffected.

d) Retention of Title

aa) The contractor retains title to the goods until receipt of all payments due under the purchase agreement.

bb) If the client breaches the contract, in particular if they fail to meet their payment obligations despite a reminder from the contractor, the contractor may, after setting a reasonable deadline, withdraw from the contract and demand the return of the goods still owned by them. The return of the goods by the contractor constitutes a withdrawal from the contract. The client shall bear the resulting transport costs. Upon receipt of the returned goods, the contractor is entitled to dispose of them. The proceeds from the disposal, less reasonable disposal costs, shall be credited against the client's liabilities.

e) Liability for defects

(aa) If the goods have a defect for which the contractor is responsible, the contractor is obligated to remedy the defect, unless the contractor is entitled to refuse to do so under applicable law. The client must grant the contractor a reasonable period for remedying the defect. The client must notify the contractor of any obvious defects within two weeks of their discovery. If notification is not given within this period, the warranty rights expire. This does not apply if the contractor has fraudulently concealed the defect or has provided a guarantee for the quality of the goods.

(bb) Remedying the defect may be carried out, at the client's discretion, by repairing the defect or delivering new goods. During the period of remedying the defect, the client is precluded from reducing the purchase price or withdrawing from the contract. A repair is deemed to have failed after the second unsuccessful attempt. If the remedy fails, the client may, at their discretion, demand a reduction in the purchase price or withdraw from the contract.

(cc) Claims for damages under the following conditions due to a defect in the sale of an item may only be asserted by the client if subsequent performance has failed. The client's right to assert further claims for damages under the following conditions remains unaffected.

Section 12 Additional Provisions for Services

a) Scope of Application

aa) Services serve to advise and support the client. This includes, in particular, services that arise within the scope of project management. Services rendered will be remunerated on a time and materials basis, based on the prices stated in the offer.

(bb) The contractor shall perform the owed activities using qualified personnel. The employees deployed by the client are not subject to any instructions from the client; rather, these are exercised exclusively by the contractor.

(b) Contract Duration

aa) The contract duration is determined by the contracts concluded between the parties.

(bb) Termination during the term of a fixed-term contract is only possible for good cause.

c) Obligations of the Contractor

If an employee of the Contractor is made available to the Client, this employee has only an advisory function. The Client is responsible for the implementation of the employee's suggestions and is solely liable for any non-implementation and resulting damages.

§ 13 Confidentiality

a) The contracting parties undertake to treat confidentially all information and documents of the other contracting party that are designated as confidential or that, based on the circumstances, must be treated as confidential, as well as their trade and business secrets.

b) Information and documents that were generally known and accessible at the time of disclosure, or that were already known to the receiving contracting party at the time of disclosure, or that were legitimately made accessible to them by third parties, are not subject to confidentiality.

Section 14 Miscellaneous

a) These provisions shall remain binding in their remaining parts even if one or more provisions are invalid. Invalid provisions shall be replaced by provisions that most closely approximate the meaning and purpose of the invalid provision in a legally effective manner.

b) The relations between the contracting parties shall be governed exclusively by the law applicable in the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the German Act on the Conclusion of International Sales Contracts for Movable Goods is excluded.

c) The exclusive place of jurisdiction for deliveries and payments as well as all disputes arising between the contractor and the client from the contracts concluded between the parties is the contractor's registered office, provided the client is a merchant, a legal entity under public law or a special fund under public law.