einfall GmbH General Business Terms and Conditions


for Entrepreneurs


1.      Introduction

The following General Business Terms and Conditions consist of the five parts mentioned below:

I.       General Part of the General Business Terms and Conditions;

II.      Special Provisions for Work and Labour Contracts;

III.    Special Provisions for Service Contracts;

IV.    Special Provisions for Lease Agreements; and

V.      Special Provisions for Purchase and Work Performance Contracts.

We prepare event concepts for you and implement event concepts worldwide. To this effect, we conclude work and labour, service, leasing, purchase and work performance contracts and different hybrids of the above-mentioned contract types with you.

The following parts of the General Business Terms and Conditions are included in different contract types:

-        The "General Part of the General Business Terms and Conditions" and the "Special Provisions for Work and Labour" for work and labour contracts;

-        The "General Part of the General Business Terms and Conditions" and the "Special Provisions for Service Contracts" for service agreements;

-        The "General Part of the General Business Terms and Conditions" and the "Special Provisions for Lease Agreements" for lease agreements;

-        The "General Part of the General Business Terms and Conditions" and the "Special Provisions for Purchase and Work Performance Contracts" for purchase and work performance contracts.

Regardless of the type of contract, in the following we deem a contract concluded with you as a contract.

I. General Part of the General Business Terms and Conditions


1.      Scope of and modification to the General Business Terms and Conditions


a)      These General Business Terms and Conditions shall exclusively apply to all of our business relations with you.

b)      Your deviating business terms and conditions shall not apply unless we agree with them explicitly.

c)      Our General Business Terms and Conditions shall only apply to entrepreneurs pursuant to § 14 BGB (German civil Code).
2.      Your contract with us

a)      Whenever we prepare an offer for you, this offer shall be unbinding unless we specify otherwise in the offer. A contract with us shall be effective only if we send you an order confirmation within ten days from the reception of your order. The contract contents results from the order confirmation and these General Business Terms and Conditions. If the contents of the order confirmation and the General Business Terms and Conditions differ, the contents of the order confirmation shall have priority over the provisions of the General Business Terms and Conditions.

b)      We may elect to entrust third parties with the performance of the contract.

c)      If we entrust third parties with the performance of the contract, you will have no claim for reviewing the contractual, accounting or other documents with respect to our business relations to third parties and may not claim information from us about our business relations to third parties.

d)      Oral collateral agreements have not been made.

e)      We reserve our proprietary rights and copyrights to our figures, drawings, samples, data software and other documents made available by us to you. Please return all our documents to us on our request but not later than after complete performance of the contract.
3.      Terms of payment and interests for default

a)      The entire gross amount of our invoices shall be paid without any deduction not later than 14 days after the invoice date (payment term). Your payment is deemed made if the entire gross amount has been credited to our account specified in the invoice without any reservation. If you fail to comply with the terms of payment, your payment will be in default.

b)      If you fail to pay our invoice within the payment term, we may request interest of 8 percent above the base rate pursuant to § 247 BGB (German civil code).
4.      Offsetting, retention and transferability

a)      You may offset amounts owed by us only with undisputed claims or claims which are disputed but ready for judgement or have been established as final ans absolute.

b)      You are not allowed to assign rights and obligations from a contract concluded with us without our previous explicit consent.

c)      We may assign payments due to us from you.

d)      You have retention rights only because of counterclaims from this contract.
5.      We need your help and support

a)      Your cooperation is important for the success of our work and you are prepared to do so.

b)      Unless otherwise agreed, you will:

aa)     support us in the performance of the contract and provide all information, patterns, documents or data free of charge, which we need for the performance of the contract;

bb)    provide free access to areas, buildings or rooms (including information on possible security services, information on house rules and integration into locking systems) and resources (including operational and cost-free provision of electricity and water) as far as this is required for the performance of the contract;

cc)     make sure that you or a person authorized by you is present at the location of performance on the agreed date as a contact person for the performance of the contract;

dd)    inform us about the safety regulations and regulations for occupational safety relevant for the performance of the contract;

ee)     agree with us and prepare the deadlines or meetings required for the performance of the contract;

ff)     comply with our safety information to ensure the safety of you and third parties;

c)      If you fail to comply with your contractual cooperation duties or fail to comply with them in time, the delivery times will be extended by the amount of time you fail to comply with your cooperation duties. We reserve the right to further claims because of a violation of your contractual cooperation duties.
6.      Rights to video and audio material

Unless otherwise agreed, you may prepare video and audio material of the events we organize for you. You may use the video and audio material only for internal viewing purposes. Each other use, in particular a transfer of the material to third parties, a provision for the public or the use for advertising purposes, shall require our previous written consent. We may make the consent contingent on the payment of a reasonable compensation.
7.      Your right to terminate this contract

a)      You may terminate our contrat at any time. Your termination shall require the written form.

b)      If you terminate our contract for reasons we are not responsible for, you shall pay us the net compensation plus the valid VAT as agreed for the services rendered by the time of the reception of your notice of termination. If we already entrusted third parties with the performance of the contract by the time of the reception of your termination notice (e.g. artists, presenters, service providers, technicians), you pay the costs for that to the extent that we cannot avoid these costs by giving notice to the third party.
8.      Force majeure

We shall not be responsible for service defaults caused by force majeure or comparable events. In particular, comparable events shall be strikes, official orders as well as disturbances at the event location in the area of power and water supply. If the non-compliance with deadlines or terms is due to force majeure or comparable events, the deadlines or the terms shall be extended reasonably.
9.      Limitation of liability

a)      Your claims for damages or the payment of useless expenses shall be subject to this provision.

b)      We shall be liable without any limitation for damage to life, the body or health caused by a wilful or negligent breach of duty by us, one of our legal representatives or vicarious agents.

c)      As far as the other liability claims are concerned, we shall be liable only if the guaranteed quality does not exist or one of our legal representatives or vicarious agents acted wilfully and negligently.

d)      We shall be liable for slight negligence only in case of breach of duty whose compliance is of special importance for achieving the purpose of the contract (material contractual obligation). In case of a slightly negligent breach of a material contractual obligation liability shall be limited to five times the agreed price and to such damage which has typically to be taken into account within the scope of the performance of the contract.

e)      Our liability purusant to the product liability law shall not be affected.
10.    Exclusion of warranty for provided material

If you provide items, materials, tools or other material for us, we shall not guarantee that the material provided by you is suitable for the performance of the contract.
11.    Personal data

You agree that we store personal data acquired for the cooperation with you in our EDP.
12.    Applicable law, place of jurisdiction, language versions

a)      The legislation of the Federal Republic of Germany shall be applicable to our contracts, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

b)      Our domicile shall be the place of performance for all obligations of both parts of the contract unless otherwise agreed.

c)      Cologne shall be the place of jurisdiction.

d)      This English translation of the original German version of the General Business Terms and Conditions is for your convenience only. If the contents of the English version of the General Business Terms and Conditions and the German version of the General Business Terms and Conditions differ, the contents of the German version shall have priority over the provisions of the English version of the General Business Terms and Conditions.

e)      If one provision of the General Business Terms and Conditions is or becomes ineffective wholly or partially, this shall not affect the validity of the other provisions. As far as provisions have not become part of the contract or are ineffective, the contents of the contract shall be subject to the legal regulations.

II. Special Provisions for Work and Labour


1.      Review of our service

a)      You are responsible for checking as to whether the ordered item is suitable for your use and complies with your special requirements.  You must immediately examine our service for obvious defects. Please inform us about obvious defects in writing or by e-mail as soon as possible but not later than two weeks after our complete rendering so that we can react.

b)      If a defect appears on new equipment or items manufactured by us (please describe it in detail, if possible), we may elect to eliminate it within a reasonable time or provide the complained service again without any defects (subsequent performance).

c)      If our subsequent performance fails, in particular since the defect cannot be eliminated despite elimination attempts, or the subsequent performance is delayed unreasonably or we refuse it unjustified, you may elect to withdraw from the contract or reduce the price.
2.      Exclusion of claims arising from a defect

You have no defect-based claims due to errors caused by a damage or wrong operation by you. Also, you have no defect-based claims if you or a third party entrusted by you modifies our service unless you provide evidence that the modification did not essentially aggravate our review and elimination efforts and the defect existed already on acceptance.

III. Special Provisions for Service Contracts


We perform service contracts with due diligence. Claims arising from a defect do therefore not exist.

IV. Special Provisions for Lease Agreements


1.      Leased property

a)      We are obliged to provide leased property of medium type and quality.

b)      We may replace ordered leased property with equivalent or better leased property if we cannot deliver the ordered leased property, no matter whether this is our fault or not. Such a delivery is not a delivery of unordered material pursuant to § 241a BGB (German civil code).
2.      Place of delivery and return

a)      Unless otherwise agreed, the leased property will be delivered to you and returned by you to the place we specified in the order confirmation.

b)      The delivery of the leased property to and the collection from a place specified by you shall require a written agreement and will be billed separately.
3.      Your duties on delivery

a)      On delivery please confirm the reception of the leased property in writing on our delivery note. After your written confirmation of the complete delivery complaints because of missing leased property shall be excluded.

a)      You are responsible for checking as to whether the leased property is suitable for your use and meets your special requirements. You must examine the leased property immediately for completeness and obvious defects.
4.      Your duties during the lease period

a)      You must inform us immediately about enforcement measures and other interventions of third parties into the leased property as well as damage to them and provide all information and documents we need to preserve our rights. Please advise enforcement officials and/or third parties of our property.

b)      You must treat the leased property carefully during the lease period and make sure that the leased property is not damaged by third parties.

c)      Upon receipt you are liable for the preservation of the leased property for culpable damage or loss of leased property until its return no matter whether or not you or a third party is responsible for the damage or loss. On our request, you have to assign possible damage claims against third parties to us. We accept the assignment already now.
5.      Returning the leased property

a)      You are obliged to return the leased property to us in a condition and shape as delivered by us.

b)      If we contractually agreed that we shall collect the leased property, you must provide it on the agreed collection day and the agreed time.
6.      Our damage claims in case of loss, destruction and damage

a)      In case of loss, destruction and non-repairable damage of leased property you will pay the costs for the replacement of an equivalent and new item. We reserve the right for further damage claims.

b)      If the leased property can be repaired, you will pay the repair costs. We reserve the right for further damage claims.

V. Special Provisions for Purchase and Work Performance Contracts


1.      Deliveries under reservation of title only

a)      We make deliveries under simple reservation of title only. This means that our goods remain our property until full payment of the agreed price including possible interests (privileged property). If the value of securities existing for us exceeds our claim by more than 10% in total, we shall release securities at our own choice on your request.

b)      If our privileged property is integrated into other items we do not own, we shall acquire co-ownership of the new item in proportion of the value of our privileged property (purchase price plus VAT) to the other processed item at the time of processing.

c)      You must treat our privileged property carefully and repair it until a transfer of ownership. You must not sell, give away or pledge our privileged property or transfer it as a security. You must inform us immediately about enforcement measures and other interventions of third parties into the leased property as well as damage to them and provide all information and documents we need to preserve our rights. Please advise enforcement officials and/or third parties of our property.
2.      Transfer of risk

The risk of an incidental loss or an incidental deterioration shall devolve to you as soon as we hand over the goods to you or dispatch them for transport,  independently of whether dispatch is effected from the place of performance or who will pay the transport costs. If you are in default of acceptance, the risk shall be transferred to you on our notice of readiness for shipment.
3.      Your duty to examine

a)      You must examine the goods delivered by us immediately for obvious defects. Please inform us about obvious defects in writing or by e-mail as soon as possible but not later than two weeks after our complete rendering so that we can react.

b)      If there is a commercial transaction, the provisions of §§ 377, 378 HGB (German commercial code) shall be applicable instead of the previous paragraph a).
4.      Your claims arising from defects

a)      If a defect appears on new equipment or items manufactured by us (please describe it in detail, if possible), we may elect to eliminate it within a reasonable time or provide the complained service again without any defects (subsequent performance).

b)      If our subsequent performance fails, in particular since the defect cannot be eliminated despite elimination attempts, or the subsequent performance is delayed unreasonably or we refuse it unjustified, you may elect to withdraw from the contract or reduce the price.

c)      You have no defect-based claims due to errors caused by a damage or wrong operation by you. Also, you have no defect-based claims if you or a third party entrusted by you modifies our service unless you provide evidence that the modification did not essentially aggravate our review and elimination efforts and the defect existed already on acceptance.

d)      In case of purchase or work performance contracts for used or completely overhauled items we exclude your legal claims arising from defects. This is common practice. However, this shall not apply to claims for damages, to claims for a compensation pursuant to §284  BGB (German civil code) and if we concealed the defect fraudulently.
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