GENERAL TERMS AND CONDITIONS (CONTRACT-, SALE-,LEASE- AND EVENT CONDITIONS) OF LANGHANS & WECHS AV GMBH (IN THE FOLLOWING CALLED LMW AV GMBH)
Langhans & Wechs AV GmbH has been a supplier of audio-visual services in the Rhein-Main-area since 1987. The following general terms and conditions shall be an integral part of the contracts concluded between the GmbH and the customer. All agreements, offers and services shall be based on our conditions. These will be recognized by placing of the order and acceptance of the shipment. Divergent conditions of the customer or mandator, which are not expressly recognized by LMW AV GmbH, shall be considered as not binding and need not be expressly objected.
Only written confirmations by LMW AV GmbH shall be decisive for the conclusion of contracts and changes, as well as technical regulations and conditions.
1.2 CONCLUSION OF CONTRACTS AND EXTENT
All offers shall remain not binding and subject to confirmation until they have been confirmed by LMW AV GmbH in written form. Weights and measures, as well as drawings and illustrations enclosed, shall be considered as only approximatively authoritative unless they are expressly defined as binding.
1.3 INDUSTRIAL PROPERTY RIGHTS/CONTROL
The responsibility for the violation of industrial property rights of third persons shall be borne by the party who proposes the technical implementation. Construction after our construction documents and other documents shall not be allowed. The orderer gives us the right to carry out the respective control of the sites of implementation.
1.4 TIME LIMITS AND DATES, DELAY AND IMPOSSIBILITY
Time limits as well as dates set by us, shall only be approximatively valid, if the orderer is a merchant and the contract belongs to the operation of his commercial business or a legal person under public law or a special fund under public law. They start with the confirmation of the order by LMW AV GmbH. Cases of force majeure and other impediments which lie outside the sphere of influence, e.g. stoppage of work, strike, lock-out, interdiction by the State, energy-and transport difficulties as well as interruptions of operations, delayed delivery of important raw materials and building materials, etc., shall prolong the agreed periods and delay due dates depending on their effects. In case the fulfillment of the contract will be delayed by other reasons, the orderer shall grant LMW AV GmbH a reasonable period of grace. After the end of the period of grace without any result, the customer shall have the right to withdraw from the contract, excluding further rights. This restriction shall not apply to non-merchants in case of a delay caused by gross negligence.
1.5 PASSINGOF THE RISK AND SHIPMENT
The risk regarding the goods to be delivered shall pass to the orderer, even when carriage is paid, as of delivery to the forwarder or carrier or to the orderer himself. The mode of shipment and package shall be determined by LMW AV GmbH. The orderer shall bear the transport costs, costs for freight, package, clearance charges and costs for unloading; if the goods are ready for consignment and the consignment and acceptance are delayed for reasons for which the supplier is not responsible, the risk shall pass to the customer upon receipt of the notice of readiness for shipment.
1.6 ACCEPTANCE, FULFILLMENT AND TAKING DELIVERY OF THE GOODS
The goods shall be accepted by the orderer even if they show minor defects. Part performance shall be admissible. The services shall be considered as fulfilled when the object of the service corresponds to the conditions of the contract or – in case the service will be delayed or made impossible by the orderer – or when LMW AV GmbH has informed the orderer about their readiness to deliver the goods/services. If acceptance has been expressly stipulated in the contract, the orderer shall principally take delivery of the goods at the site of LMW AV GmbH’s warehouse. Upon demand, the acceptance shall be recorded by minutes. If no minutes will be written or the orderer does not appear on the date of acceptance, in spite of notice in due time, stating also the consequences of non-appearance, the object of delivery shall be regarded as delivered and accepted according to the stipulations of the contract.
Our prices are ex-works prices plus mandatory value-added tax (VAT) and are based on the relevant cost factors at the time when the contract is concluded. In case these will be changed before the order will be executed, we shall be entitled to change our calculation of prices.This provision shall be valid for non-merchants subject to the proviso that at least four months have passed between the acceptance of the order and the rendering of the services. The rent refers to one piece or unit per day.
2.1 TERM OF LEASE, CALCULATION OF THE LEASE
We charge 5 daily rates for one week, 50% of the weekly rate for the second week and 30% of the weekly rate for every following week. The term of lease shall be calculated from the day of delivery/acceptance to the day when the goods will be returned to our warehouse. When delivery is made before 12 a.m. or the goods will be returned after 12 a.m., the full daily rate will be charged. The costs for technicians who will be booked for events shall be calculated according to hourly rates or daily rates. Respective surcharges will be calculated for Saturdays, Sundays and holidays, as well as for construction- and dismantling work and care at night. These costs are based on the valid price-list. Special agreements shall be made in written form.
The term of lease shall end with the orderly return of all leased goods free of defects, including all objects (manuals, packages, accessories, etc.).
2.2 LIABILITY FOR THE LEASED OBJECT
The lessee shall be liable for all damages to the leased objects. In case of total loss, loss, perishing or damages due to vandalism, the lessee shall compensate the replacement value of the leased object,irrespective of the fact whether he is responsible for the damage or not. The orderer shall be liable for all damages which might occur by using our leased objects. The presence of a technician shall not protect the lessee against his liability. If the lessee uses the objects for an event in an easily accessible area, he shall be obliged to protect the leased objects against theft. The same shall apply to the operation of production sites. If he fails to provide such protection, he shall be liable to the lessor for substitution/replacement value. In case leased objects which normally must only be operated by specialized staff, are leased without such staff by the lessee, the lessor shall be liable for defects only if the lessor can prove that it was not an operating error that caused the defect.
If an agreed delivery time cannot be met for reasons for which we are responsible, the mandatory shall have the right to repudiate the contract after a reasonable period of grace. Any other claims,especially damage claims shall be excluded. Should technical defects occur during the term of lease, the lessor will replace the respective object as quickly as possible. If appropriate, the defective unit will be repaired.Damage claims cannot be made.
2.4 CONDITIONOF THE LEASED GOODS
The lessee shall be obliged to examine the leased goods as to completeness, function and condition. The leased goods will be supplied ex warehouse in perfect condition with all parts necessary for their operation. Proper performance shall be considered as recognized by the orderer unless he contradicts immediately after the acceptance of the goods. This regulation shall not apply to non-merchants.
2.5 SPECIAL DUTIES OF THE ORDERER
The orderer himself shall be obliged to procure registrations and permits for the operation of the leased objects, to handle the leased objects in an orderly way, to maintain, take care of them and clean them. Lost parts or those parts which cannot be repaired shall be substituted by the orderer who shall buy them from us at his own expense. Should the orderer not fulfill these obligations, we shall be entitled to take the necessary steps at his expense.
2.6 EXAMINATION RIGHT
We shall be entitled to examine the leased objects. We must, therefore, be informed about the respective site of use.
2.7 SUBLETTING, USE BY THIRD PERSONS
Our leased objects must neither be sub-letted nor re-leased to third persons, nor shall they in any other way be placed at the disposal of third persons to our detriment. We must be informed about every seizure or other impairment.
2.8 RISK TAKING, INSURANCE
The orderer shall take the risk regarding the leased goods from leaving our warehouse or the plant until the goods are returned. We will only effect insurance upon explicit agreement and at the expense of the orderer.
We shall be entitled to apply advertising media of suitable size to the goods leased by us to make publicity for our products. Customers shall only be allowed to apply their own trade mark to the leased goods after previous agreement with us.
2.10 TERMINATIONOF THE CONTRACT BEFORE THE AGREED DATE
If the orderer violates the obligations assumed with the contract, we shall be entitled to terminate the hire and to claim damages for the remaining time of the hire.
2.11 CONDITIONS FOR EVENTS
All leased objects shall be ordered by written order 2 days before the start of the event and must thus be known. All conditions and information regarding construction, course of the event and dismantling shall be given by the orderer, lessee or organizer. Leased objects which will be ordered at short notice and not 48 hours before the start of the event, will be delivered by the supplier as best as possible. If, however, the short-term order will cause difficulties and bottlenecks which will affect the entire course of the event, the orderer, lessee or organizer shall become responsible and bear the respective costs. The lessor or organizer of the event shall not be liable for unforeseeable technical defects, cases of force majeure which are outside of our sphere of influence (e.g. during the event). Damages cannot be claimed.
If a performance at the site causes unforeseen expenses which are not included in the contract, we shall reserve the right to receive a documentation and subsequently calculate additional expenses.
3.1 MEANS OF PAYMENT, RESTRAINT, SET-OFF
Payment for our services shall be made immediately in Euro without deduction in cash (invoice, cash in advance or credit card); bills of exchange of the customer will be accepted as means of payment only upon special agreement. Discounts, tax on bills of exchange another expenses shall be borne by the orderer. Collection charges and protest fees shall be at the expense of the orderer. Restraint of payments or set-off with counter-claims, which are denied by us, shall be excluded.
3.1.1 ADDITIONAL CLAUSE
Invoices shall be regarded as accepted by the customer after 30 days. The lessor underlines this cut-off period expressly in his invoices.
LMW AV GmbH’ prices are ex-works prices plus statutory value-added tax and are based on the relevant cost factors at the time when the contract is concluded. Should there be a change by the time the services have to be rendered, we shall be entitled to ask a higher price. This regulation shall be valid for non-merchants with the restriction that at least four months must have passed between the acceptance of the order and the rendering of the services. The rent is calculated per object/unit per day.
3.3 REVOCATION OF THE CONTRACT
If, after the placing of the order, the lesseecancels the contract, the lessor shall be entitled to charge:
– 5 workdays before the start of the event: 30% of the order volume
– 2 workdays before the start of the event: 50% of the order volume
– 1 workday before the start of the event: 80% of the order volume
– on the day when the event starts: 100% of the order volume.
3.3.1 REVOCATION OF THE CONTRACT IN CASE INTERPRETERS HAVE BEEN BOOKED
– 3 weeks before the start of the event: 30% of the order volume – 1 week before the start of the event: 50% of the order volume – as of 2 workdays before the start of the event: 100% of the order volume
3.4 PREMATURE MATURITY
Should the orderer delay payment or should we get notice of occurrences that might question his creditworthiness, our total claims shall become due immediately. We shall be entitled to cancel suspended contracts and to claim damages for default in payment. Moreover, we shall have the right to demand the return of the objects delivered by us under reservation of title. The orderer shall grant us unhindered access for this purpose unless the orderer is not responsible for the payment arrears.
3.5 DEFAULT INTEREST
In case of non-payment, the lessee shall pay interest on the outstanding amount, i.e. 5% above the respectively valid discount rate.
3.6 DEFECTS, SHORTAGES IN QUANTITY, WARRANTY, LIABILITY
The warranty period shall be one year. The performance shall be regarded as faulty if the object of the performance differs considerably from the content of our order confirmation, the order description, the drawings or other documents pertaining to the contract. Deviations that do not affect the usefulness and economic efficiency shall not be regarded as defects. Claims due to defective or incomplete performance shall be excluded unless the orderer executes the examinations immediately after the receipt of the objects of the contract and informs us about the defects or shortages in quantity immediately and in written form, including an exact specification. Claims shall also be excluded if we are prevented from the examination of the purported defects or the proofs demanded by us will not be made immediately available. In case of justified performance defects we will grant the following claims:
b: free of charge substitutes
c: adequate reduction of the remuneration.
We will reserve the right to choose. In case of products which belong to third parties or outside services, our liability shall be limited to the assignment of our warranty claims against our supplier to the orderer, in transactions with merchants or legal persons under public law or special funds.
3.7 RESERVATION OF TITLE
The delivered goods shall remain our property until all dues from the orderer will be paid. In case of open accounts, the reservation of title shall serve as guarantee for our balance claim. The orderer shall not be authorized to pawn our property or to transfer it by way of security or dispose of it in any other way. The orderer must inform us immediately about any impairment of our property rights. Any claims against third persons arising from the sale of our property shall already now be assigned to us. If our goods under reservation will be sold by the orderer together with other goods or upon agreement , the assignment of the claim shall only refer to the value of the goods under reservation. We shall be authorized to make the assignment public. In case our material will be connected with another movable object to form a new uniform object or will become a new object by processing or transformation, we shall remain owners or co-owners in the amount of the value of our objects at the time of such processing or transformation, in relation to the value of the new object .If the value of our security exceeds our claims by more than 20%, we shall be obliged to release securities of our choice upon demand of the orderer.
3.8 NON FULFILLMENT OF THE PAYMENT OBLIGATION
If, due to non fulfillment of the payment obligation by the orderer, we decide to cancel the contract or if we take the delivered objects back for other reasons on the basis of our reservation of title, the orderer shall pay compensation for use based on our rates of hire for the time of his possession of the delivered goods.
Contracts, as well as these conditions, shall remain legally effective even if single points are legally ineffective. An ineffective regulation shall be substituted by a regulation which corresponds to the spirit of the contracts. Any typing errors in printed papers, obvious errors, typing errors or errors in calculation shall not put us under an obligation. The legal venue for all disputes shall be Frankfurt am Main. German law shall be valid for all legal relations.
If the party to the contract is not a merchant within the spirit of the law, the present regulations shall be effective as far as this is legally admissible. Moreover, the law shall remain effective.
As of January 2016.
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