General Terms and Conditions (GTC)
The following general terms and conditions form an integral part of all bontempo offers and apply to all contracts entered into with bontempo. All deliveries and services are provided based on the following general terms and conditions. Different terms and conditions are binding only if agreed in writing and signed by both parties. If the customer does not agree with the following general terms and conditions, they must immediately inform bontempo of this in writing. If these general terms and conditions cannot be agreed as being effective, bontempo reserves the right to withdraw their offer. Claims of any kind due to the withdrawal of the offer are precluded.
When released, new versions of these general terms and conditions supersede all previous versions.
bontempo offers are valid for 40 days from the date specified in the offer. They are created in response to a written request and unless otherwise agreed are non-binding and without obligation.
Any documents, such as illustrations, drawings, weights and measurements, etc. attached as an annex to any offer are only approximate, unless expressly determined as binding by bontempo.
Contracts are entered into only on the basis of a written order confirmation by bontempo. The content and scope confirmed in writing by bontempo is definitive. This also applies to verbal ancillary agreements and other arrangements. Subsequent variations are only effective when confirmed in writing.
Obvious errors and (typographical) errors in quotes, order confirmations, invoices, etc. are not binding and may be subsequently adjusted.
Subject to any other specific individual agreement, bontempo prices are for delivery ex works, exclusive of packaging and transport costs and exclude VAT.
If a period of more than three months shall elapse between the date of the contract and the fulfilment of the contract and there is an unforeseen increase in costs, bontempo is entitled to increase the price so as to recover the cost increase. The customer will be immediately informed about the amount of the price increase. If no agreement can be reached about such price adjustment, bontempo is entitled to withdraw from the contract and the customer will not be entitled to claim compensation for non-fulfilment of the contract.
If the price is agreed in foreign currency, the customer bears the exchange rate risk.
Subject to any other individual agreement, all technical work undertaken by the respective event contractors such as connections for electricity, water, compressed air, suspended ceilings, structural calculations, boom lifts, chain hoists and lifting equipment will be invoiced at cost or billed by the contractor directly to the customer.
TERMS OF PAYMENT
Subject to any other written agreement, invoiced amounts must be paid into bontempo’s account within 14 days.
bontempo is entitled to apply payments to the oldest outstanding sum due. The customer can only offset with counter claims if bontempo accepts the claim or it arises due to a legal obligation. The customer has no retention rights. Existing warranty claims are without prejudice to the payment of ongoing amounts falling due to bontempo. If any payments by the customer are overdue, bontempo is entitled to demand immediate payment of all due and undisputed amounts arising from the business relationship. This right is not prejudiced by agreeing a deferment or accepting bills of exchange or cheques.
If deposits have been agreed – particularly in relation to deliveries to trade fairs – bontempo is entitled to delay completion of services – in particular the construction of the exhibition stand – until payment has been received into bontempo’s account. Unauthorized discounts deducted will be reclaimed without exception. If agreed payment terms are not observed, bontempo reserves the right to charge interest at the rate of 12% per annum.
All foreign bank charges and other money transfer expenses will be borne by the customer.
bontempo always strives to deliver on time. Compliance with the delivery period is dependent on the customer fulfilling their contractual obligations. The customer is responsible for the timely provision of all necessary work by third parties such as the supply of data, drawings, components etc. to enable the completion of bontempo’s services.
The delivery period begins on confirmation of the order, but not before the provision by the customer of all necessary documents, permits, approvals and payment of any deposit agreed. The delivery deadline is met if the delivery item has left the bontempo workshops/factory or readiness for dispatch has been notified prior to expiry of the delivery period.
bontempo requires the print-ready data for all graphic productions as specified in the data sheet at least two weeks prior to the shipment date. If bontempo agrees to subsequent changes made by the customer, then bontempo has the right, but not the obligation, to set a new, reasonable delivery date.
Complaints of any kind must be reported immediately and in any case before the start of each event.
The delivery period is extended for a reasonable duration in the case of problems that could not be avoided despite reasonable care, in particular in the case of malfunctions, interruption of power supply, force majeure, state disability, strikes and lockouts, accidents, etc. This also applies if these problems are due to a delay caused by bontempo partners. In significant cases, any such problems are communicated to the customer as soon as possible when they arise and when they are resolved. The delivery deadline is extended if customer information and documents, as well as items from third parties and in particular authorities, required to achieve the agreed delivery are not received on time. Partial deliveries may not be rejected by the customer.
If delivery is not impossible once the problem has been resolved and after a reasonable lead-in period, bontempo is entitled to deliver. The customer can demand a written declaration of delivery with updated delivery data. Penalties or other claims for compensation for delayed delivery are always excluded unless specifically agreed otherwise.
When goods are shipped, the risk is transferred to the recipient at the time of shipping. This also applies when delivery is free-of-charge. Losses and damage will be borne by the customer. If transport insurance is desired, the customer must arrange such insurance at its own expense. When goods are ready for shipment, if release or despatch is delayed for reasons under the customer’s responsibility, risk still passes to the customer upon receipt of notification that the shipment is ready for shipment or despatch. Delivery of goods is expected to be within one week after receipt of ready for shipment notification. If the customer does not take delivery of the goods within this period and a further statutory period of grace of one week, or unequivocally refuses acceptance of the goods, then bontempo can request compensation or rescind the contract partially or entirely for non-fulfilment of the contract.
Returns are not allowed except by prior arrangement.
RETENTION OF TITLE
Trading goods remain the property of bontempo until the purchase price and all related costs and expenses have been paid in full. Rental items (marked as such in all documents) remain at all times the property of bontempo and are provided to the customer for their use during the agreed period only.
When invoicing is ongoing, all outstanding balances are secured by this retention of title.
If goods delivered from bontempo are worked upon or processed, this is always done for and on behalf of bontempo but without incurring any liabilities for bontempo whatsoever. The customer relinquishes its ownership or co-ownership of the new item to bontempo if the delivered goods are mixed with or connected to third-party materials. In addition, the customer undertakes to treat the new product with due professional care. The customer is entitled to resell goods which are subject to retention of title provided that it ensures that the proceeds from the resale are at least equal to the amount owed to bontempo and is paid to bontempo and the customer informs its customers in writing that the goods are subject to retention of title and ownership of such goods pass to it only after full payment has been made to bontempo. The assignment of sale proceeds is limited to the amount needed to completely repay the debt due to bontempo. The customer is authorised to collect the proceeds unless Bontempo specifically objects. The amounts collected which are due to bontempo are to be separated from those due to the customer and immediately passed on to bontempo.
If the total owed by the customer to bontempo is greater than those amounts collected and submitted to bontempo, the customer assigns current and future debts owed to the customer arising from any part of their legal business to bontempo to further secure the outstanding amounts due to bontempo The customer is required to provide details of all its legitimate claims to bontempo on request and bontempo is entitled to collect these amounts and offset them against the amount owed by the customer. bontempo’s claim is against both the customer and the related company.
If seizure is executed or other actions are taken by third parties against the goods subject to retention of title, bontempo is to be informed immediately.
If the customer acts in a way contrary to the contractual obligations, especially in default of payment, bontempo is entitled to give notice of revocation and the customer is obliged to return the goods.
FULFILMENT, SHIPPING, TRANSFER OF RISK
The place of performance for all deliveries and services is Hamburg. Any change to the place of performance must be specifically agreed. If the customer wants the goods to be shipped, it shall bear all shipping costs and expenses. Risk transfers to the customer when the purchased goods are handed over to the carrier.
bontempo is liable only for gross negligence or material damage intentionally inflicted by bontempo. No liability is accepted for financial losses. There will be no compensation for direct or consequential loss. The customer is liable for losses resulting from damage, improper use or use contrary to the terms of contract of goods from bontempo.
WARRANTY/DEFECTS AND REPLACEMENTS/LIABILITY
Unless otherwise agreed, bontempo’s warranty is valid for 12 months. The period begins on the day of delivery or the date of commissioning. The warranty expires if the purchased item is repaired or altered or dismantled in any way outside bontempo workshops or workshops recognized by bontempo.
The customer must inspect the completeness and correct functioning of bontempo services immediately upon delivery/receipt. Defects which are immediately apparent must be notified in writing immediately after receipt; defects which are not immediately apparent must be notified as soon as they are identified. bontempo excludes any kind of warranty if the defect is not reported in a timely manner or the claim relates to a change in the state of the product which occurred after the transfer of risk. If no defect is reported, the product is deemed to be in perfect condition. Warranty claims from the customer are then excluded.
Natural wear and tear and damage due to negligent or improper handling are excluded from the warranty. bontempo accepts no liability for possible losses resulting from natural disasters, burglary, theft, fire or other unforeseen events or force majeure whether at the buyer’s property or in the possession of the delivery company.
bontempo is entitled to rectify or replace at its discretion in the case of defects. The claim will be satisfied in full if bontempo corrects the defect or provides a replacement.
Colour variations are not defects.
If the client refuses any repair or replacement that would correct the defect, the warranty is deemed cancelled.
In the absence of individual agreements between customers and contractors, bontempo accepts no liability for goods and exhibits, including those transported by bontempo. In the absence of individual agreements between customers and contractors, bontempo only accepts liability for loss of or damage to documents of any kind, exhibition stands and any other property of the customer in cases of gross negligence and intent by bontempo.
REPRODUCTION AND COPYRIGHT
Information received by the customer in connection with the order may not be made available to third parties without the written consent of bontempo. Materials may not be copied or replicated in any format without the express consent of bontempo. All documents are to be returned immediately at bontempo’s request.
bontempo is only liable for damages due to any patent or other intellectual property rights violations if bontempo had knowledge or should have been aware that they existed and that such breach would lead to the customer being exposed to third party claims. The amount of any liability claim against bontempo is limited to the invoice value of the goods.
bontempo retains ownership of copyright and other rights regarding designs, drawings, samples and other documents and drafts prepared by bontempo at all times – bontempo is also entitled to recover compensation paid to the customer at any time. The customer has no right of retention. Items may not be used in any other context without the express written consent of bontempo. Designs, drawings, samples and models prepared by bontempo are invoiced to the customer in each case – irrespective of whether or not a more extensive contract is awarded. The customer is responsible for ensuring that bontempo is provided with templates, sketches, samples and other documents free of third party rights. The customer shall indemnify bontempo against any claims arising from infringement to rights of third parties, including allegations of replicating or copying.
bontempo undertakes to treat the customer’s plans as confidential and not to disclose them to third parties without the customer’s consent.
AGREEMENTS WITH NON-COMMERCIAL PARTIES
In principle the above conditions apply.
The following variations apply:
The conditions specified in the order confirmation apply with a three-month time period. Changes in taxes, customs duties and currency fluctuations etc. that are directly related to the transaction will be fully reflected in the price. If the three-month delivery period is exceeded, the price will be that calculated on the day of delivery. The respective laws apply for any right to withhold performance and of retention. The customer has the right to withdraw from the contract or reduce the purchase price to a reasonable level if a necessary repair or replacement is unsuccessful. Defects not immediately apparent must be identified within the statutory period.
Place of jurisdiction is Hamburg. The applicable law is that of Germany, except where international principles on conflicts of law and/or the UN convention on the international sale of goods apply.
If any provision of this agreement is or becomes legally invalid, this has no effect on the validity of the remaining provisions. According to § 26 Data Protection Act, bontempo points out that bontempo stores customer data when necessary and permissible.