Bergwolf Imprint

Bergwolf is a brand of Servicebroker GmbH. All services provided under the Bergwolf brand are subject to the following General Terms and Conditions of Servicebroker GmbH.

General Terms and Conditions of Servicebroker GmbH

Version: October 2026 – English translation; in case of doubt, the German version shall prevail (Clause 20(7))

Clause 1 Scope

(1) General:

We, Servicebroker GmbH, Metzstraße 14b, 81667 Munich, Germany (hereinafter referred to as “we”), provide our services exclusively on the basis of these General Terms and Conditions (GTC) to clients acting in the exercise of their trade, business or profession (including associations, organisations, public authorities, municipalities, etc., but not consumers).

(2) Application to future orders:

These GTC shall also apply to your future orders, unless otherwise provided therein.

(3) Your terms and conditions:

Your general terms and conditions shall only apply if and to the extent that we have expressly agreed to them in writing.

(4) Future amendments to our GTC:

In the event of a change in the law or in the case law of the highest courts (the German federal courts or the Court of Justice of the European Union), in the event of material changes in market conditions, or if we change our service offerings for all customers 2 years after their market launch, we may unilaterally amend our GTC in accordance with the following provisions, provided that the amendment was not foreseeable at the time the contract was concluded and that the amendment is limited to those clauses which are directly affected by the aforementioned events.

If we intend to amend the GTC accordingly, we shall notify you of the planned amendment in writing, sent to the postal or e-mail address last known to us as valid for service.

In this notification we shall specify a period within which you may object to the amendment and shall explain the legal consequences of an objection; in the event of an objection, we shall in principle have a special right of termination if the continuation of the contract on unchanged terms and an adjustment of the services are unreasonable for us within the meaning of Section 313 of the German Civil Code (BGB).

In addition, we shall expressly point out in this notification the legal consequence if you do not object: in that case, the contract shall be continued on the amended terms.

If you can prove that you were prevented from raising the objection within the period, the period shall be extended by the time during which the impediment demonstrably existed.

Clause 2 How and when is a contract concluded between you and us?

(1) Our quotations:

Our quotations are subject to change and non-binding unless we expressly designate them as binding. Your order constitutes the binding offer to conclude the contract.

(2) Conclusion of the contract:

The contract is concluded upon our order confirmation in text form (Textform), or at the latest when we commence performance. You are bound by your order for 2 weeks.

(3) Binding nature of statements made by our staff/service providers:

Our employees and freelancers are not authorised to make verbal collateral agreements or to give written assurances which go beyond the actual contract, unless we have previously expressly designated the person concerned as authorised to do so.

Clause 3 Subject matter of the contract

(1) General:

a) You are the organiser of the event, unless expressly agreed otherwise.

b) The subject matter of the order is determined by the individual quotation or the service description. In the event of any inconsistency, the following order of precedence shall apply: order confirmation, then quotation, then service description, then these GTC. Individual agreements and amendments confirmed in text form shall always take precedence; later ones shall take precedence over earlier ones.

c) The subject matter of the order is based on the state of the law and the state of the art at the time the calculation and the quotation were prepared.

d) Where items are provided, Clause 9b of these GTC shall also apply.

(2) Hotel services:

a) Brokerage (standard case): Unless expressly agreed otherwise, we act as broker for hotel services. The contract is then concluded directly between you and the hotel. The hotel’s terms and conditions, including its payment and cancellation terms, shall take precedence. The hotel invoices you directly.

b) Services in our own name: If, according to our quotation, we provide hotel services in our own name as part of our overall service, the following shall apply:

aa. Unless expressly agreed otherwise, there is no entitlement to the provision of specific rooms within a room category.

bb. Booked rooms are available to you or your guests from 15:00 local time, unless agreed otherwise.

cc. On the agreed day of departure, rooms must be vacated and returned by 11:00 local time at the latest, unless agreed otherwise. For any use beyond that time, we may charge a use fee amounting to 100% of the room rate applicable on that day (rack rate). You remain entitled to prove that no loss or a lower loss has been incurred. We remain entitled to prove a higher loss, which we may then charge.

dd. Sub-letting or re-letting of the rooms provided, and their use for purposes other than pure accommodation, require our prior written consent.

(3) Substitution of services:

We may replace the agreed services with other equally suitable services if the substitution is reasonable for you and does not jeopardise or impair the purpose of the contract.

(4) Use of subcontractors:

We are entitled to engage subcontractors (including sub-subcontractors) to perform our contractual obligations.

(5) Subject to availability:

All services offered are provided by us subject to their respective availability at the time the contract is concluded.

If a service offered is no longer available at the time it is required and/or is no longer available at the price quoted, we shall inform you without undue delay and, on request, submit a new quotation. Otherwise, see paragraph 6 below.

(6) Dependence on third parties and on circumstances:

In event planning it is, by its nature, unavoidable that many important key parameters cannot be agreed definitively from the outset (e.g. numbers of participants, programme, etc.): one “building block” often depends on other “building blocks”; likewise, the client’s consent is required, or the engagement of service providers depends on the client’s consent or approval.

It is therefore agreed that we shall only be responsible for the availability of third-party services at the time of the event if we have expressly assured such availability, or to the extent that we fail to point out, in our quotation or in the individual case, any deadlines for approval by you.

To that extent, we accept no responsibility for (consequential) loss resulting from a late or delayed approval of individual services by you.

Otherwise, see paragraph 5 above.

(7) Delays caused by you:

We shall not be responsible for delays resulting from acts of cooperation which you did not perform on time or, otherwise, without undue delay.

Nor shall we be responsible for defective performance caused by the aforementioned delays, so that your warranty claims are excluded in this respect, to the extent that the defective performance results from the delay, we did not contribute to causing the delay, and we informed you of this legal consequence with a reasonable period of notice. Should the period subsequently prove to be unreasonably short, it shall be replaced by a reasonable period.

(8) Duty to provide information:

You must notify us in good time of all information that is or may be relevant to the performance of the contract.

Clause 4 Prices, terms of payment

(1) Net prices:

All prices stated are net prices, i.e. they are exclusive of value added tax (VAT) at the applicable statutory rate.

(2) Currency and exchange rate fluctuations:

a) All invoicing is in euros.

b) In the case of payment in foreign currencies or by foreign means of payment, exchange rate differences and bank charges shall be borne by you.

c) For events and travel outside the euro area, exchange rate fluctuations are likely. The total project amount in euros may therefore depend on the exchange rate applicable at the time a payment order is made to a service provider or subcontractor outside the euro area and may change accordingly. The exchange rates published daily by the European Central Bank as at the time of invoicing shall be applied.

(3) Our costs and fees are estimates:

All fees and costs stated in an estimate or quotation prepared by us are based on the state of planning known at the time of preparation and are estimates unless we have expressly designated them as fixed prices. Necessary changes for which we are not responsible are therefore reserved.

This also applies to the working hours of staff and contributors and to the duration of use, quantity and type of equipment.

(4) Cost items not included = additional costs, where applicable:

Unless agreed otherwise, the following items are not included in our fees and costs:

a) travel costs to/from your premises and/or to/from the event venue (rail 2nd class, economy class flights, mid-range hire car, fuel costs; in case of doubt, the distance stated by Google Maps shall be decisive),

b) necessary overnight accommodation (in an average 4-star hotel, single occupancy),

c) catering/meals of medium type and quality (one hot meal per day and per night) where services are performed outside our place of business,

d) reimbursement, against proof, of additional costs (e.g. taxis) where, for contractual reasons, our staff have to travel home after public transport has ceased operating,

e) costs of telecommunications to/from abroad,

f) costs of power connections and power consumption,

g) costs of water connections and water consumption,

h) security guarding,

i) storage costs,

j) waste disposal costs,

k) costs of local or location-dependent structural inspections and permits,

l) costs of driving, access and parking permits,

m) costs of collecting societies and licences,

n) country-specific levies and taxes.

You must bear these costs yourself or pay them in addition, unless agreed otherwise.

(5) Handling fee in the case of “brokerage”:

We are entitled to charge a handling fee of 15% of the net amount if we are commissioned to select, engage and/or manage service providers/suppliers and these conclude the contract directly with you.

(6) Treatment of commissions, discounts and exclusion of the obligation to surrender:

We are entitled to retain, without set-off, customary brokerage commissions, commissions and discounts granted to us in our internal relationship with service providers or suppliers engaged or brokered by us. This shall not apply where the service provider or supplier has expressly designated the commission for our clients and has merely entrusted it to us for onward transfer.

Section 667 of the German Civil Code (BGB) is excluded in all cases, i.e. Section 667 BGB shall not apply even if you have concluded a contract for the management of affairs (Geschäftsbesorgungsvertrag) with us.

For brokered hotel services (Clause 3(2)(a)), we receive a brokerage commission from the hotel, which we invoice to the hotel after the guests’ departure. The brokerage commission is borne by the hotel; we do not add it to the room rate. For hotel services provided in our own name (Clause 3(2)(b)), we receive purchasing terms from the hotel.

The scope, basis of calculation and due date of the brokerage commission are governed by our agreement with the hotel; as a rule, it also covers cancellation, no-show and food and beverage revenue.

(7) Additional costs for hotel services provided in our own name:

Where we provide hotel services in our own name (Clause 3(2)(b)), you shall bear all costs of goods and services (including ancillary services such as food and drinks, telephone, minibar, pay TV, room service, etc.) used by the persons accommodated on the basis of the contract in connection with the contractual accommodation of guests and visitors.

(8) Additional services:

A service to be performed by us shall be deemed “additional” if it is necessary for the order but has not previously been quoted or does not form part of the contract.

a) Obligation to pay for additional services:

If we are not responsible for the subsequent need, the additional services shall be paid for by you.

We bear the burden of proving that the services could not and need not already have formed part of our quotation or of the contract.

b) Obligation to perform additional services:

We are only obliged to perform additional services if their performance is reasonable for us. If we offer you additional services on our own initiative or at your request, we shall not be obliged to perform them if we do not reach agreement with you on the additional remuneration.

If no agreement is reached with you within 30 days of our receipt of the request for additional services, or by another date agreed by both parties, you may order the change in writing. We shall then be obliged to comply with the order to the extent that its performance is reasonable for us. We bear the burden of proving unreasonableness. The amount of remuneration for the increased effort resulting from such an order shall be determined on the basis of the costs actually required plus reasonable surcharges for general overheads, risk and profit. It is presumed that the remuneration updated on the basis of the original calculation also corresponds to the remuneration for these additional services.

If the additional service involves greater risk or requires substantially greater investment on our part, the remuneration shall be increased appropriately; in case of doubt, the customary industry rates for such special services shall apply.

Conversely, we may request your consent or order, setting a reasonable deadline of at least 14 days. If we state in the request that we will refuse performance, we shall not be obliged to perform once the deadline has expired without result. If we expressly offer the additional services for performance, your silence shall be deemed acceptance of our offer. If we subsequently actually perform the additional services offered, you shall have the right, within a further 14 days, to withdraw the order in respect of these additional services in writing without stating reasons. In the event of such withdrawal, we shall be entitled to the remuneration attributable to the part of the additional services performed up to the withdrawal.

In any event, you must reimburse the additional costs actually incurred with third parties.

c) Additional services by third parties (subcontractors or suppliers):

Where the costs of third-party services are not already included in our fees but are incurred in addition, and we have to make payments to third parties in order to fulfil your contractual obligations, you shall pay these amounts to us before they fall due or directly to the third party on the due date. We shall not be liable for any loss resulting from late payment if we have informed you in advance of the possible legal consequences.

We reserve the right to adjust the terms of payment to the respective terms of payment of the suppliers, insofar as these were not already known to us at the time of calculation.

(9) Subsequent price changes:

We may subsequently and unilaterally increase the agreed fees and/or costs if material manufacturing costs, material costs, procurement costs, production costs, wages and ancillary wage costs, social security contributions and/or energy costs, costs resulting from environmental requirements, costs resulting from currency regulations, costs resulting from changes in customs duties, freight rates or public charges (factors) increase, if these costs directly or indirectly affect our contractually agreed services, and if more than 4 months elapse between conclusion of the contract and performance.

An increase is excluded to the extent that the cost increase in one or more factors is offset by a cost reduction in other factors.

If the costs of the factors decrease without the reduction being offset by an increase in the costs of other factors, the cost reduction shall be passed on to you by way of a corresponding price reduction.

If, as a result of the price increase, the new total price is 20% or more above the originally agreed price, you may withdraw from those parts of the services which include this price increase or, if the services are indivisible, from the entire contract. Withdrawal is only possible without undue delay after our notification of the price increase. In the case of price increases of more than 20%, we are entitled to make the price increase subject to the condition subsequent that you do not withdraw and, if you declare withdrawal, to revoke the price increase so that the contract is continued on the original terms.

(10) Advance payments:

Unless agreed otherwise, 50% of the agreed total amount is payable within 7 calendar days of conclusion of the contract.

The second instalment of 40% of the total amount is payable 2 weeks before the event/travel date or, where the lead time is shorter, likewise within 7 calendar days of conclusion of the contract. The balance is due upon the final invoice.

In the case of a first-time business relationship and for clients with their registered office outside Germany, we may, by way of derogation, require payment of 100% of the total amount no later than 2 weeks before the event/travel date.

If suppliers require higher or earlier advance payments from us, we may pass these on to you in the same amount and on the same dates, provided that we have notified you thereof in text form before conclusion of the contract or before engaging the supplier.

These advance payments are an essential part of the contract. We are entitled to engage suppliers only after receipt of the respective advance payment due and to withhold our own services until then. Any resulting delays and additional costs shall be borne by you.

(11) Partial performance:

In the case of partial performance, we are entitled to request corresponding partial payments.

(12) Invoicing:

We shall issue the invoice for a project as soon as we have received all invoices from the suppliers or subcontractors engaged.

Invoices are payable without deduction within 7 calendar days of receipt. If the receipt or the correctness of the invoice is disputed, we may demand immediate payment of the net amount resulting from our agreement (conclusion of the contract), where applicable with different dates for advance payments.

(13) Default:

In the event of late payment, the statutory provisions (Section 288 BGB) shall apply.

(14) Special tax provisions:

Since some countries levy taxes which cannot be deducted (so-called cost taxes), and these may also change during performance of the contract, it is agreed that the calculated costs may change in line with such tax changes and shall be adjusted accordingly.

Against this background, we are also entitled to increase costs/prices if, after submission of the price calculation, a state increases its non-deductible taxes; the same applies correspondingly to a reduction in taxes.

We charge the statutory VAT applicable in each case in addition to the net amounts. Where our services are subject to the reverse charge procedure pursuant to Section 13b of the German VAT Act (UStG), we invoice our services net with the note “Reverse charge / tax liability of the recipient of the supply”. You, as the recipient of the supply, are then obliged to declare and pay the VAT yourself. Where our services are subject to the margin scheme pursuant to Section 25 UStG, we do not show VAT separately.

(15) Risks relating to the performance of the event or project:

You are obliged to pay the agreed fees and costs even if the event or the subject matter of the order is cancelled, terminated early or shortened for reasons for which we are not responsible.

This also applies if this occurs due to the absence of a permit, bad weather, the cancellation by an artist, a lack of visitor interest or similar reasons, provided that we are not responsible for these reasons.

It is rebuttably presumed that terrorist threat situations, threats of terrorist attacks, bomb threats or the discovery of “dangerous objects” fall within your sphere of risk.

This also applies to security considerations which do not result from culpably defective performance on our part.

The same applies to the loss of or damage to the subject matter of the contract after the passing of risk to you for which we are not responsible, where we owe the provision of items.

In cases of force majeure, Clause 16 shall apply.

Clause 5 Responsible persons, proof of qualifications, secure communication

(1) Designation of persons:

a) You and we shall each designate at least one person who is authorised to issue instructions regarding the performance of the contract and to make and receive legally binding declarations.

b) For the duration of set-up, dismantling and the event, you and we shall each designate at least one person with authority to issue instructions, authority to take decisions and comprehensive knowledge of the specific event schedule. This person must be continuously present and available during set-up, dismantling and the event. This shall not apply to you if, in accordance with the order, we are to manage set-up, dismantling and the event independently.

c) With regard to language, reference is made to Clause 6.

(2) Proof of qualifications:

You and we shall, at the other party’s request, at any time provide proof of the necessary qualifications of the personnel and service providers engaged or of the material used.

A qualification is “necessary” if it is required by a regulation applicable to the event (e.g. the German Occupational Safety and Health Act, the Places of Assembly Ordinance (Versammlungsstättenverordnung), accident prevention regulations, SQ standards, DIN standards, etc.).

(3) Secure communication:

Either party may require the other to transmit correspondence containing sensitive data (e.g. information concerning the security of the event) and/or personal data in encrypted form only. Unless agreed otherwise, communication by customary means of communication (including e-mail) shall be sufficient.

Clause 6 Language, production language

(1) German is agreed as the language for planning and organisation and for post-event work. Statements made in German or English (whether in text form or orally) shall have legally binding effect.

(2) German is agreed as the production language (i.e. the language used on site at the event venue, including set-up, dismantling, rehearsals and the event itself).

(3) Unless agreed otherwise, personnel with authority to issue instructions and personnel deployed in safety-critical situations must have command of the production language.

“Command” means that the personnel must be able to communicate reliably with other service providers, the organiser, the police, the fire brigade, etc., even in unforeseen critical situations.

Clause 7 Our role as general contractor or broker

(1) Where we act as general contractor:

Insofar as we act as general contractor and conclude contracts with suppliers in our own name and for our own account, we shall not be obliged to disclose their names, contractual relationships or invoices, except where good faith so requires (e.g. if you absolutely need the information to enforce your rights or claims).

In the event of disclosure, you are prohibited from using the information to place orders directly with our subcontractors within 24 months of the end of the contract.

Reference is made to the provisions on commissions and discounts in Clause 4(6).

(2) Where we act as agent or broker:

Insofar as we act as agent or broker and the contracts are thereby concluded directly between the supplier and you, you shall, on request, issue corresponding powers of attorney to us free of charge.

Reference is made to the provisions on the handling fee in Clause 4(5) and on commissions and discounts in Clause 4(6).

Clause 8 Use of your materials and rights, your specifications

(1) Provision of premises and items:

a) If you specify or provide to us an event venue, equipment, a service provider, instructions, etc., and we no longer have free choice ourselves, we shall not be obliged to examine them or their services for suitability, reliability or the like. This shall not apply to the extent that their unsuitability, unreliability, unlawfulness, etc. is obvious to us and evidently requires clarification, or to the extent that such examination is expressly part of our order.

b) Where materials provided by you are to be used or employed in the course of our services, you shall, at your own expense, ensure their timely delivery to our place of business or to the event venue, as agreed.

Materials delivered to us by you which are not used or are reusable must be collected within the hire period of the event venue or, otherwise, within one week of completion of our services. After expiry of this period, we are entitled to dispose of the materials properly or to have them delivered to you, in each case at your expense.

(2) Provision of rights:

Insofar as you provide us with protected rights (logo, photographs, texts, etc.), we are entitled to use them in accordance with the contract and, where necessary, to pass them on to third parties. You shall ensure that we are entitled to do so or shall inform us in writing of any concerns or restrictions. Otherwise, paragraph 1(a) shall apply accordingly.

You shall indemnify us against all costs and claims, including after the end of the contract, arising from claims asserted by third parties, unless such claims are attributable to our fault.

(3) Use of a security service by you:

The use of external security services requires our prior written consent.

Clause 9a Special provisions regarding safety and security

(1) Compliance with requirements of the venue and of suppliers:

You shall comply with the house rules, the technical guidelines and the other requirements of the operator of the event venue (e.g. a trade fair or congress centre) and with the safety-related notices displayed at the event venue (e.g. by the operator of the location, of rides or of installations, etc.). You shall likewise follow the instructions and recommendations of the local executing service provider or other advisers who have the necessary local and subject-matter knowledge to assess any hazards.

(2) Responsibility for your staff and guests:

You are responsible for the acts and omissions of your staff, the service providers engaged by you and your guests, unless we have induced these persons to act or omit to act unlawfully. Otherwise, Clause 15 (“Liability”) shall apply.

Insofar as you invite third parties or allow them to participate, you shall ensure that they also observe and comply with the requirements set out herein.

You shall indemnify us against claims by the operator of the event venue arising from a breach of its requirements by your staff, service providers or guests, unless we are responsible for the breach.

(3) Suitability and ability of staff and guests:

a) We are not obliged to verify that your staff and guests have sufficient skills, knowledge and permits, unless it is obvious that such skills, knowledge and permits are lacking, or unless we have been expressly instructed to carry out such verification.

b) Insofar as we are responsible for running the event, we may exclude from the event participants who lack sufficient physical or mental fitness, who disregard warnings given by us or our agents, who disrupt the peaceful and safe course of the event, or who impair or threaten to impair the safety of participants, staff and contributors. Claims by you or third parties against us shall only arise if we have culpably caused the exclusion.

c) Otherwise, Clause 15 (“Liability”) shall apply.

(4) Occupational safety:

a) We are entitled to information on occupational safety measures at the event venue and on other companies working at the event venue at the same time as us.

b) You shall appoint a coordinator and, where necessary, a deputy to coordinate the activities of the contractors involved, including us (Section 6 of DGUV Regulation 1). In the absence of the coordinator, the deputy shall have the same rights and obligations as the coordinator. You shall notify us of the names of the coordinator and the deputy. Like every contractor involved, we are obliged to ensure that the responsible person deployed by us, whom we shall also name to you, is adequately informed of the name and function of the coordinator and the deputy whenever work commences.

c) The coordinator shall coordinate the work of the companies involved in such a way that all precautions required to avoid mutual hazards are ensured at all times. To this end, the coordinator shall draw up a time-structured work schedule. The coordinator is entitled to request from us all documents required for this purpose, in particular a work schedule containing the following information: planned start of work, expected end of work, staffing level, planned working method, responsible persons (authorised representatives with authority to issue instructions). We shall also provide the above information for our subcontractors.

d) In the work schedule, the coordinator shall in particular specify the conditions that must be met for each work group involved before work commences. The work schedule shall be handed to the responsible persons for compliance by the work groups they lead.

e) The companies involved may only commence work in compliance with the work schedule. Deviations from the schedule must be reported to the coordinator. If a deviation from the schedule or a disruption may give rise to a mutual hazard for the work groups involved, the coordinator must be notified without undue delay. Work must be stopped and may only be resumed once the conditions of the amended work schedule have been met or the coordinator expressly permits it. The coordinator shall inform the responsible persons concerned without undue delay of any material change to the work schedule.

f) The coordinator is entitled to issue instructions to the clients, their responsible persons and every employee in order to perform the coordinator’s duties. The coordinator’s instructions must be strictly followed.

g) The above provisions do not release you or us from the obligation to comply with the applicable occupational health and safety regulations.

Clause 9b Special provisions for the temporary provision of items

Where we temporarily provide you with equipment or items, whether against payment or free of charge, the following provisions shall apply:

A. General

(1) Sub-letting:

Sub-letting or passing on hired items which is not necessary under the contract (e.g. so that the technician engaged by you can operate the item) is only permitted with our prior written consent.

Section 540(1) sentence 2 BGB is excluded.

(2) Condition of the items, set-up:

The hired items are provided to you in proper condition. You are obliged to report any damage or defects without undue delay and to give us, within reasonable limits, the opportunity to repair, remedy or replace them, or to carry out or have carried out a repair in accordance with our instructions.

(3) Use of the items:

You are obliged to use the equipment, or have it used, exclusively for its intended purpose.

(4) Safekeeping of the items:

You are obliged to observe all customary protective measures and necessary security precautions against theft and vandalism. From the time the hired items are handed over, you shall be fully liable for theft and for any damage beyond contractual wear and tear or use, unless we are responsible for supervision and guarding under the order.

(5) Damages in the event of damage:

In the event of damage, destruction or loss, you must – without prejudice to further claims arising from the destruction of or damage to the equipment – compensate us for the replacement value of the equipment, i.e. the net purchase price we have to pay to procure replacement equipment. You remain entitled to prove that we have suffered no loss or a substantially lower loss; in that case, no loss or only the lower loss shall be compensated.

(6) Collection:

Insofar as we collect the equipment provided to you and do not ourselves use it in accordance with the contract, you shall ensure that the equipment is stored safely and in a dry place until then and that the other conditions set out in the provisions on the place of delivery are met. If the conditions for collection are not met and deviations are unreasonable for our collection staff, the hire period shall be extended by the waiting time. You shall reimburse us for all costs and losses arising in connection with the delay.

(7) Special case of strict liability:

Clause 15(1) (“Liability”) shall apply.

(8) Insurance:

You are obliged to insure adequately all items provided to you by us against damage, theft, vandalism, etc. and to keep them insured for the duration of the provision. We have the right to request proof of insurance at any time and to make the provision of the items conditional upon presentation of proof of insurance.

Unless agreed otherwise, the following minimum sums insured shall apply:

a) EUR 2 million for personal injury,

b) EUR 5 million for property damage, whereby the insurance must expressly cover property damage to the hired item, and

c) EUR 250,000 for financial loss.

B. Delivery, place of delivery, passing of risk, partial deliveries

(1) General:

Delivery, where owed by us or requested by you, shall be made to the address stated by you upon conclusion of the contract or at our first request. In particular, you must state the delivery address and any restrictions on delivery or collection, set-up and dismantling, etc., and must be present to accept delivery. You shall perform these acts of cooperation at your own expense, unless agreed otherwise.

(2) Areas: your liability for floor load capacity/escape routes:

a) Installation sites, access and exit routes, manoeuvring areas and transport routes on the site or in your premises must be suitable, level, clear, sufficiently paved, structurally capable of bearing the load and sufficiently lit for installation, interim storage, transport and set-up and dismantling work.

b) You must notify us without undue delay of any restrictions on the usable areas for an articulated lorry (e.g. an underground car park beneath the manoeuvring and loading areas, etc.).

c) You must ensure that the areas and routes used by us are not entered by unauthorised persons, in particular not by guests, and, where necessary, ensure this by means of suitable barriers or personnel.

(3) Accidental loss, delays:

The risk of accidental loss of the goods passes to you upon dispatch of the goods or handover to the carrier, unless we owe set-up or dismantling of our equipment or on-site support/service.

If delivery is delayed at your request or for reasons for which we are not responsible, the risk shall pass to you for the period of the delay. You shall bear the costs of waiting time, provision, storage, etc. arising from the delay or, upon request, take appropriate measures.

(4) Completion of delivery:

Delivery shall be deemed completed when we make the equipment available at the kerbside assigned to the agreed delivery address if, at the agreed time, no authorised person can be reached at the address given and handover of the goods is not possible, or if delivery to you is unreasonable even with customary and reasonable effort (e.g. delivery to areas which cannot be entered safely, such as dark staircases or unsecured slopes).

(5) Collection and return transport:

Paragraphs 1 to 4 shall apply accordingly to collection and return transport after the end of dismantling.

C. Delivery dates, delivery difficulties

(1) Information or arrangements on delivery or performance times within a set-up, dismantling or event day are to be understood as approximate only and not as fixed dates, provided that the start of the event or other dates necessary for the proper running of the event (e.g. structural acceptance inspection) are not affected. Binding delivery or performance dates (fixed dates) must be expressly designated as binding or fixed.

(2) Obstacles which we could not foresee or plan for (roadworks, traffic jams on the way to you, to the event or to the agreed place of delivery) shall extend any delivery periods accordingly at your risk.

(3) Where delivery is owed at all, we owe one delivery attempt.

Clause 10 Ownership, protection of our documents, rights of use

(1) General:

a) Documents, graphics, lists, drawings, sketches and other items prepared by us remain our property and must be returned to us after the end of the contract, unless the transfer of ownership forms part of the contract.

b) If no contract is concluded between you and us after participation in a presentation or after a concept has been prepared, all services and rights remain exclusively with us.

(2) Protection of our documents and ideas:

For all event concepts, documents, graphics, lists, drawings and sketches prepared by us (works), the application of the German Copyright Act (Urheberrechtsgesetz) is agreed, even if individual parts should not be protected by law.

In addition, our event concepts, contract documents, planning documents, calculation documents, checklists, address lists, etc. are deemed trade secrets within the meaning of the German Trade Secrets Act (Geschäftsgeheimnisgesetz).

This shall also apply after the end of the contract.

This paragraph 2 shall not apply where the work is so obviously commonplace that protection under this paragraph 2 would unreasonably impair you. You bear the burden of presentation that the work is wholly or partly obviously commonplace; we then bear the burden of proof that this is exceptionally not the case.

(3) Your rights of use:

a) Upon full payment of the fees and costs due, you acquire the rights of use required for the purpose of the contract. You acquire these rights of use without payment only insofar as a later due date has been agreed in relation to the purpose of the contract or the period of use. Any use beyond this requires our express consent and is subject to additional remuneration.

b) Within the scope of your order, we shall only arrange the licensing of third-party rights necessary for the order (e.g. a performance licence for a commissioned musical performance). Insofar as you wish to use third-party works or rights beyond this, you are yourself responsible for obtaining the necessary rights (e.g. video recording of the performance and uploading of the video to the internet).

c) Repeated use by you without a correspondingly repeated paid order to us shall give rise to a corresponding obligation to pay, unless the repetition already formed part of the first order and/or is already adequately covered by the previous remuneration.

d) This shall also apply after the end of the contract.

Clause 11 Confidentiality / protection of secrets

(1) General:

You and we agree to maintain strict mutual confidentiality regarding business and trade secrets, including after the end of the contract, unless there is a statutory or official obligation to disclose.

Business and trade secrets are all facts, circumstances and processes relating to a company which are not publicly known but accessible only to a limited group of persons, in whose non-disclosure the holder has a legitimate interest, and which are designated as business and trade secrets.

You and we are entitled at any time, including after conclusion of the contract, to conclude a separate confidentiality agreement on individual items of information which appropriately protects the rights of the disclosing party while preserving the rights and obligations agreed herein.

(2) Confidentiality of your identity:

We treat your identity as our client and the content and scope of your projects as confidential, even if you have not designated them as trade secrets. Disclosure to third parties shall only take place insofar as it is necessary for the performance of the order (paragraph 4), is required by law or by a public authority, or you have consented. We shall only pass on your name to third parties for invoicing, commission or statistical purposes with your consent. Individual confidentiality agreements with you shall take precedence. Naming as a reference and the use of recordings pursuant to Clause 12 remain unaffected unless you object.

(3) Imposing obligations on third parties:

You and we are obliged to impose this duty of confidentiality on our respective employees, cooperation partners, co-shareholders and/or co-managing directors.

(4) Disclosure to suppliers and operators of event venues:

We are entitled to pass on information about your event, including your name, to subcontractors, suppliers (e.g. hotels, locations, caterers, transfer companies) and operators of event venues (e.g. trade fair or congress centres) insofar as this is necessary for performance (e.g. contracts, guest and rooming lists, safety and permit documents).

(5) Procedure after the end of the contract:

After the end of the contract, we shall delete or destroy the information, documents and work results received from you or at least block access by persons who do not necessarily need access to them. This shall not apply to information, documents and work results which we are required to retain by law (e.g. under tax retention obligations) or which we wish to retain to a reasonable extent for evidentiary purposes (e.g. to be able to prove services rendered). You may request information about the information, documents and work results retained. Once the reason for retention has ceased to apply, we shall delete or destroy them without undue delay.

These obligations apply to you correspondingly.

Clause 12 Recording rights, naming as a reference

(1) Recording rights:

We are entitled to take photographs and/or video recordings ourselves at the event, having regard to the personality rights of guests and the rights of third parties, and to use them for reference purposes and for our own advertising purposes, unless you object in text form. In any event, we are entitled to make recordings for documentation and evidentiary purposes.

(2) References:

We are entitled to name you and your event as a reference for advertising purposes to a reasonable extent, unless you object in text form.

Clause 13 Data protection

(1) Your staff: passing on our data protection information:

You are obliged to pass on the data protection information we provide to you as our contractual partner to the responsible persons and contacts designated by you, so that they are informed of the data processing operations and data protection measures carried out by us in connection with the contract.

(2) Further data protection agreements:

Where necessary, you and we shall, also after conclusion of the contract, enter into appropriate data protection agreements on the basis of the EU General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG) (e.g. a joint controllership agreement pursuant to Article 26 GDPR or a data processing agreement pursuant to Article 28 GDPR).

Clause 14 Warranty

(1) Acceptance:

Where acceptance is required, it shall be deemed to have taken place if you do not refuse it, stating specific defects, within a period set by us upon request, and at the latest within 14 working days of the request.

(2) Period for notification of defects:

You must notify us of complaints in writing without undue delay after discovering a defect (notice of defects). Otherwise, Section 377 of the German Commercial Code (HGB) shall apply accordingly.

(3) Remedy of defects:

Where there is a defect in the subject matter of the contract for which we are responsible, we are entitled, at our option, to remedy the defect or to provide a replacement. In the case of remedy, we shall bear all expenses required for the purpose of remedying the defect, e.g. transport, travel, labour and material costs, unless these increase because the subject matter of the contract has been taken by you to a place other than the place of performance. If the remedy or replacement fails twice, or if we are unwilling or unable to provide it, you may withdraw from the contract or reduce the remuneration.

(4) Your right to reduce the price:

You are expressly reserved the right to reduce the price if subsequent performance fails or, where construction work is the subject of the liability for defects, at your option to withdraw from the contract.

(5) When are your warranty rights excluded?

Your rights in respect of defects are excluded insofar as you make or have made changes to the hired item without our consent. This shall not apply insofar as you prove that the changes have no effects on the identification and remedy of the defects that are unreasonable for us. Your rights in respect of defects remain unaffected if you are entitled to make changes, in particular in the exercise of the right of self-remedy pursuant to Section 536a(2) BGB, and these changes have been carried out professionally and documented in a comprehensible manner.

(6) Limitation period:

The limitation period for all warranty claims is 1 year from acceptance; otherwise 1 year beginning at the end of the year in which the claim arose and in which you obtained knowledge, or would have obtained knowledge but for gross negligence, of the circumstances giving rise to the claim and of the identity of the obligor.

This shortening of the limitation period shall not apply:

a) in the case of intent or gross negligence,

b) in the case of personal injury,

c) in the case of a defect consisting in a third party’s right in rem on the basis of which return of the purchased item may be demanded (Section 438(1) no. 1(a) BGB),

d) in the case of a building and of a work whose result consists in the provision of planning or supervisory services therefor (Section 634a(1) no. 2 BGB),

e) in the case of claims under the German Product Liability Act.

(7) Miscellaneous:

The above provisions on warranty shall not apply if we have fraudulently concealed the defect or have given a guarantee as to the quality.

Clause 15 Liability

(1) Our strict liability in the case of hire:

Our strict (no-fault) liability under Section 536a(1), first alternative, BGB for defects in the context of a hire which already existed at the time the contract was concluded is excluded, unless we have fraudulently concealed the defect or a material contractual obligation (cardinal obligation, paragraph 2) is concerned. This limitation of liability shall apply mutatis mutandis to our liability for compensation for futile expenditure.

(2) Our liability for breaches of duty resulting in property damage or financial loss:

We are liable for slight negligence only in the event of a breach of cardinal obligations.

Cardinal obligations (Kardinalpflichten) are obligations embodying essential contractual legal positions which we are required to grant you in accordance with the content and purpose of the contract, as well as obligations whose fulfilment is a prerequisite for the proper performance of the contract and on whose fulfilment you regularly rely and are entitled to rely.

Our liability for slightly negligent breaches of cardinal obligations is limited to the average damage foreseeable and typical for this type of contract, and in any event, per incident of damage, to a maximum of EUR 5,000,000 for property damage and to twice the net order value of the order concerned for other financial loss.

Indirect damage and consequential damage resulting from defects in the subject matter of the contract are only recoverable insofar as such damage is typically to be expected when the subject matter of the contract is used as intended.

The limitations of liability shall not apply in the case of grossly negligent or intentional breach of duty, where a guarantee has been given, or to your claims under product liability law and under mandatory statutory liability provisions.

The limitations of liability shall apply to the same extent in favour of our corporate bodies, our employees and other vicarious agents, and our subcontractors.

(3) Breaches of duty resulting in injury to life, body or health:

We are liable for any kind of negligence and for intent in the case of injury to life, body or health attributable to us.

(4) Our liability when using streaming or internet service providers:

Insofar as we use external streaming service providers or internet platforms or the like to perform the order (e.g. YouTube, Zoom, etc.), we shall not be liable insofar as technical problems occur there which lead to disruptions of the subject matter of the order and we are not responsible for them. This shall also apply if services are to be provided online or via the internet.

We shall not be liable for losses (e.g. deletion of data) or fines, etc., unless we are responsible for them, where, at your request, service providers are involved whose data processing takes place wholly or partly in the USA or on servers located in the USA.

(5) Subcontractors:

If a subcontractor causes a defect or damage, we shall, at your request, assign to you our claims against that subcontractor, name the subcontractor with an address for service and provide you with the documents and information required for enforcement. Our liability towards you under this Clause 15 remains unaffected.

Clause 16 Force majeure

(1) Force majeure in the relationship between you and us:

In the event of force majeure or other serious events for which neither you nor we are responsible and which result in the contract or individual contractual services becoming impossible to perform, being terminated early or being interrupted, we may demand from you reimbursement of, or remuneration for, the costs incurred up to that point, the services rendered by us and the necessary payments to be made by us to our subcontractors.

In the case of restrictions on the subject matter of the contract under infection control law, civil protection law, public order law or police law (including travel bans, accommodation bans, etc.) for which neither you nor we are responsible, it is rebuttably presumed that performance of the contract under the changed circumstances is unreasonable and that a case under this paragraph 1 therefore exists; the presumption is rebutted, for example, by an agreed postponement or relocation.

(2) Force majeure and other events outside the contractual relationship:

Insofar as the performance of the project or event underlying this order has become impossible, unreasonably difficult or virtually impossible for you or your own client, and you withdraw from the contract for these reasons, Section 648 BGB shall apply to our remuneration, whether directly or by analogy. Should lower costs be incurred by you under a cancellation agreement, these shall apply.

In the case of events for which we are not responsible or which do not fall within our sphere of risk, and in the case of restrictions on the project or event underlying the contract under infection control law, civil protection law, public order law or police law (including travel bans, accommodation bans, etc.), it is rebuttably presumed that performance of the project and/or event under the changed circumstances is unreasonable and that a case under this paragraph 2 therefore exists.

If the applicability of Section 313 BGB is established by agreement or by a court, at least the financial consequence of paragraph 1 shall apply.

(3) Force majeure in the relationship between us and our subcontractors:

If one of our subcontractors is able to invoke force majeure and therefore does not perform the service owed under the subcontract, we shall also be released from our obligation to perform towards you, insofar as a reasonable substitute service is not possible; otherwise, paragraph 1 shall apply.

We shall endeavour to arrange suitable substitute services, for which our remuneration shall, in case of doubt, be based on the agreed remuneration.

(4) Reasons of piety:

An event in which the contracting parties would be able to perform, but reasons of piety (respect for victims and mourning) require non-performance, shall be deemed equivalent to force majeure within the meaning of these provisions.

Such a reason of piety exists if, at least also in the region of the event venue, flags are officially ordered to be flown at half-mast or are flown at half-mast, or this is imminent; if a serious accident or disaster occurs within 48 hours before the start of the event and is reported on by the majority of the media in the region of the event venue; if the incident occurred more than 48 hours earlier but media coverage by the majority of the media is still present through special broadcasts; or if comparable events are cancelled because of the same incident. In this case, paragraph 1 shall apply accordingly.

Clause 17 Non-performance by a supplier

(1) Release from the obligation to perform in the event of non-performance by suppliers:

Insofar as, outside cases of force majeure, a supplier for whom we are responsible is unable (“inability”, e.g. overbooking of the hotel) or unwilling (“unwillingness”, e.g. due to security concerns) to perform a service owed, in whole or in part, and we can prove

a) that we selected this supplier with due care,

b) that we are not culpably responsible for the supplier’s non-performance, and

c) in the case of unwillingness, that this unwillingness is or was objectively justifiable or defensible and necessary for the safety of guests, contributors and/or staff,

we shall be released from our obligation to perform towards you, insofar as we owe it to you and a reasonable substitute service is not possible.

(2) Endeavours to arrange substitute services:

In the case of paragraph 1, we shall endeavour to arrange suitable substitute services.

(3) Financial consequences:

Our claim to remuneration and reimbursement of costs for these endeavours and your claim to damages against us shall be governed by the following two provisions:

a) If the non-performance falls within your sphere of risk, we are entitled to remuneration and reimbursement of costs.

b) If the non-performance falls within our sphere of risk, we are not entitled to remuneration and reimbursement of costs. Insofar as we have acted neither negligently nor intentionally, your claim to damages is limited to the amount paid by the supplier, subcontractor or an insurer. Otherwise, Clause 15 (“Liability”) shall apply.

Clause 18 Termination

(1) Termination for good cause by us:

We may terminate the order if, taking into account all circumstances of the individual case and weighing the interests of both parties, we cannot reasonably be expected to continue the contractual relationship until completion of the agreed service and/or until the agreed end date (termination for good cause). Good cause exists, for example, if

a) a payment due from you has not been received by us on time, insofar as our termination does not lead to an exclusion or impairment of the insolvency administrator’s right of election pursuant to Section 103 of the German Insolvency Code (InsO),

b) you default on payment after an application for the opening of insolvency proceedings has been filed and after insolvency proceedings have been opened,

c) there is a change in your shareholders holding more than 50% of the share capital, insofar as this more than insignificantly impairs our economic and/or legal interests (change of control),

d) circumstances arise which were unknown to us at the time the contract was concluded, which endanger the safety of the event, the guests, contributors or staff, and had we known of which we would not have concluded the contract or would not have concluded it on these terms, or if the health or physical integrity of a third party can only be ensured by termination,

e) defects for which we are not responsible are identified which could endanger the health or life of a third party, or defects for which we are responsible are identified, insofar as the health or physical integrity of a third party can only be ensured by termination,

f) you fail to take measures required by law or ordered by a public authority which serve the safety of the personnel deployed by us (delivery, set-up, service, etc.) on site,

g) you have intentionally concealed circumstances that are relevant to the assessment of the hazard situation and/or the scope of services and/or the equipment of the production and/or our staff or vicarious agents, in particular with regard to safety and lawfulness,

h) an event is held or is to be held which deviates in nature, content or scope from that specified in the subject matter of the order, this was not recognisable to us when exercising the required care, and as a result the safe and lawful conduct of the event, where applicable supplemented by necessary and reasonable short-term measures, is not ensured, or our participation in such an event cannot reasonably be expected of us and we would not have concluded the contract or would not have concluded it on these terms had we known of the deviation,

i) it is to be assumed that the event at which our logos, equipment or personnel are present relates directly to political processes in Germany and/or abroad, and/or that opinions are or are to be discussed and/or expressed there which are incompatible with democratic values and/or the Basic Law (Grundgesetz) of the Federal Republic of Germany and/or which have a negative effect on the peaceful coexistence of people in Germany,

j) you operate technical or structural installations which are not permitted and which may endanger us or our personnel,

k) you fail to create on-site conditions which have been agreed or which are necessary for timely delivery or on-site support/service (e.g. gravel access roads, load limits of access routes, distances from the last permitted parking position of the delivery vehicle to the place of delivery, as well as insufficient floor load capacity, lighting, fire protection, escape routes), and provision even at the kerbside is impossible or unreasonable with regard to our property,

l) the competent authorities and the police consider themselves unable, on the basis of specific indications, to maintain public safety and order, and we cannot reasonably be expected to maintain the contract for this reason,

m) a competent authority or a court prohibits the holding of the event.

(2) Termination for good cause by you:

You may terminate the contract without notice if, taking into account all circumstances of the individual case and weighing the interests of both parties, you cannot reasonably be expected to continue the contractual relationship until completion of the services and/or until the agreed end date.

Otherwise, termination is excluded; your right of cancellation under Clause 19 remains unaffected.

(3) Requirement of a prior warning before termination:

A prior warning or the setting of a deadline is not required if it is unlikely that the reason for termination will be remedied or will not occur, if the terminating party cannot reasonably be expected to adhere to the contract any longer, and if the other party does not at least acknowledge that it will bear the additional costs (remuneration, costs) arising from remedying the reasons for termination. If the reason for termination concerns the body, health or life of persons, the remedy or non-occurrence must be ensured beyond doubt.

(4) Remuneration after termination:

a) If we terminate for good cause, we retain our claim to remuneration and costs in respect of services under service and works contracts, insofar as such costs have actually been incurred, and in respect of hire, our claim to the hire charge, insofar as we have not saved any costs.

b) If you terminate for good cause, we are only entitled to the remuneration attributable to the part of our service performed up to termination.

(5) Joint determination of the status of performance:

After termination or other early termination of the contract, either party may require the other to cooperate in a joint determination of the status of performance. If a party refuses to cooperate or fails to attend an agreed date for determining the status of performance, or a date set by the other party within a reasonable period, it shall bear the burden of proof as to the status of performance at the time of termination. This shall not apply if the party fails to attend due to a circumstance for which it is not responsible and of which it has notified the other party without undue delay. We may claim remuneration for our effort in this determination, unless we are responsible for the termination of the contract.

Clause 19 Cancellation

(1) General:

You have the right to terminate this contract without stating reasons, even if you cannot invoke statutory grounds for termination such as rescission, withdrawal, termination and the like, and even if we are not responsible for the reason for termination (cancellation).

(2) Our right of choice in the event of cancellation:

Insofar as you terminate the contract for a reason for which we are not responsible, we may, at our option, either claim the costs and remuneration actually incurred or invoice our remuneration on a flat-rate basis, oriented to the effort typically incurred in relation to the progress of the services, as follows. The relevant time is the receipt of the cancellation by us, calculated up to the first day of the event or the day of arrival:

a) Event services:

• For cancellations up to 4 months before the event, 10% of the event price of the cancelled services shall be invoiced.
• For cancellations up to 3 months before the event, 30% of the event price of the cancelled services shall be invoiced.
• For cancellations up to 2 months before the event, 50% of the event price of the cancelled services shall be invoiced.
• For cancellations up to 1 month before the event, 80% of the event price of the cancelled services shall be invoiced.
• For later cancellations, 100% of the event price of the cancelled services shall be invoiced.
• The flat rate per cancellation shall be at least EUR 2,500.00 plus statutory VAT, but no more than the event price of the cancelled services. This shall also apply to cancellation of the entire order.

b) Hotel services provided in our own name (Clause 3(2)(b); applies to room blocks of 10 or more rooms per night):

• For cancellations up to 18 months before arrival, 5% of the room rate of the cancelled rooms shall be invoiced, but at least EUR 250.00 plus statutory VAT.
• For cancellations up to 12 months before arrival, 10% of the room rate of the cancelled rooms shall be invoiced.
• For cancellations up to 10 months before arrival, 20% of the room rate of the cancelled rooms shall be invoiced.
• For cancellations up to 6 months before arrival, 80% of the room rate of the cancelled rooms shall be invoiced.
• For later cancellations, 100% of the room rate of the cancelled rooms shall be invoiced.

Stricter cancellation terms of the hotel apply in accordance with paragraph 6. For brokered hotel services (Clause 3(2)(a)), only the cancellation terms of your contract with the hotel shall apply.

c) Food and beverages:

• Unless agreed otherwise, the relevant food revenue shall be calculated using the formula: menu/buffet/catering price per person x number of persons. If no price has yet been agreed, the lowest-priced menu/buffet/catering of the event offer valid at the agreed time of the event shall be used.
• For the purpose of calculating compensation for lost beverage revenue, 30% of the total food revenue shall be applied.
• If a conference package (day delegate rate) has been agreed, 80% of the package shall be applied for the consideration owed.

d) You remain entitled to prove that our loss is lower than the flat rate or that no loss has been incurred at all; you shall then only pay the lower amount or, if it is proven that no loss has been incurred, no flat rate.

e) If we choose the specific calculation, we retain our claim to remuneration. However, we must allow credit for what we save in expenses as a result of the termination of the contract or acquire through other use of our labour or maliciously fail to acquire. It is rebuttably presumed that we are entitled to 5% of the agreed remuneration attributable to the part of the agreed services not yet performed.

In both cases, you must reimburse the costs actually incurred (e.g. lighting or sound equipment hired in anticipation of the event, external personnel requested, catering ordered, etc.), insofar as these services are not already priced into the agreed price and thus into the flat rates.

We may exercise the right of choice until an agreement or a final and binding court decision on the settlement has been reached. This also means that we may change the choice “flat rate” to the choice “specific calculation”, and vice versa, as long as no agreement on the flat rate has been reached or no final and binding court decision has been issued.

(3) Withdrawal by us during the free cancellation period:

If we have agreed a free cancellation right in your favour for a specific period, we may also withdraw from the contract within that period if enquiries from potential third parties regarding the booked subject matter of the contract have been received and, upon our request, you do not waive your cancellation right within no more than 10 days.

(4) Your right to prior information:

You may request, in advance, a calculation of the costs arising in the event of cancellation depending on how the choice is exercised. We require a reasonable period of at least 5 working days (Monday to Friday) for the calculation. In the event of settlement after a cancellation, we are entitled to deviate upwards from this calculation by up to 10% if we can prove that a correct calculation was not possible due to the short notice. We may claim reasonable remuneration for our effort in preparing this calculation.

(5) No negotiation of cancellation terms with third parties:

We are not obliged to negotiate cancellation terms with subcontractors or suppliers or to delay engaging such third parties in view of a possible cancellation.

(6) Stricter terms of suppliers:

If the cancellation, payment or change terms of a supplier (e.g. hotel, location, caterer, coach company) are stricter than these GTC, the stricter terms shall also apply in the relationship between you and us, provided that we have notified you of them in text form before conclusion of the contract or before engaging the supplier. Otherwise, these GTC shall apply.

Clause 20 Final provisions

(1) Right of retention:

You are not entitled to exercise a right of retention against us on the basis of another claim not arising from this contractual relationship.

(2) Set-off:

You may only set off against our claims with undisputed claims or claims established by a final and binding court decision. This shall not apply to counterclaims arising from the same contractual relationship, in particular on account of defects.

(3) Assignment:

The assignment of non-monetary claims against us is excluded insofar as we have a legitimate interest in the exclusion or your legitimate interests in assignability do not outweigh our legitimate interests in non-assignability.

(4) Place of performance:

The place of performance is our place of business, unless otherwise stated in our quotation or the order confirmation.

(5) Place of jurisdiction:

To the extent permitted by law, the place of jurisdiction for all claims is our place of business, Munich. We are also entitled to bring proceedings at your place of business.

(6) Governing law:

German law shall apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

(7) Language versions:

Where these GTC are translated into a language other than German, the German version shall prevail.

(8) Form:

Where these GTC require written form, text form (e.g. e-mail) shall suffice. Statutory form requirements remain unaffected.

(9) Preservation of the GTC or individual clauses:

If one or more provisions are invalid, void or unenforceable for reasons other than the provisions of the law on standard business terms (Sections 305 to 310 BGB), or if a gap requiring completion arises, you and we are obliged to replace the provision with a valid provision, or to fill the gap, which corresponds in its legal and economic substance to the invalid, void or unenforceable provision and to the purpose of the contract.

Section 139 BGB (partial invalidity) is excluded.

If the invalidity of a provision is based on a measure of performance or time (date or period) specified therein, the provision shall be deemed agreed with the legally permissible measure that comes closest to the original measure.