as of 2024
1. General 1.1 The following terms and conditions shall exclusively govern the offers, deliveries and services of step one. All deliveries, services and offers of step one GmbH (hereinafter referred to as "step one") shall be made exclusively on the basis of these General Terms and Conditions (hereinafter referred to as "GTC"). These shall be an integral part of all contracts that step one concludes with its contractual partners and clients (hereinafter referred to as "customers") for the deliveries or services offered by step one (hereinafter also referred to as "project" or "projects"/"event" or "events"). They shall also apply to all future deliveries, services or offers to the customer even if they are not separately agreed again. The GTC shall only apply if the customer is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law. 1.2 General terms and conditions of the customer shall only become part of the contract if they are recognized by step one in writing. Acceptance of step one's performance shall in any case be deemed as acceptance of these General Terms and Conditions. 2. Order / Contract 2.1 The offers are always subject to change. The offers of step one designated as "cost framework", "cost outline", "cost estimate" or "rough cost calculation" are non-binding. 2.2 The contract shall generally come into effect with step one's written order confirmation. However, orders placed shall also be deemed accepted when step one begins to carry out the work. 2.3 If offers are prepared according to the information provided by the customer and the documents provided by the customer or the respective exhibition management, step one shall not be liable for the correctness and suitability of these documents, unless their incorrectness and unsuitability is not recognized intentionally or due to gross negligence. 3. Pricing 3.1 Unless otherwise indicated, offers can only be accepted as a whole 3.2 step one shall be entitled to provide partial services and to invoice these separately. 3.3 All prices are net prices plus the applicable value added tax. 3.4 Unless otherwise agreed, step one shall be entitled to include third-party services in the performance of the contract. Third-party services shall be commissioned in the name and for the account of step one. In this case, step one shall not be obliged to render accounts for the services rendered by third parties in its name or to submit invoices of the persons commissioned by it. 3.5 Services not estimated in the offer that are carried out at the request of the customer or additional expenses that are caused by incorrect information provided by the customer, by transport delays through no fault of the customer or by advance services of third parties that are not carried out on time or professionally, insofar as they are not vicarious agents of step one, shall be invoiced to the customer additionally. The same shall apply if a change in execution is necessary to achieve the purpose of the contract. The amount of the adjustment shall be determined by applying the provisions of § 650c BGB accordingly. 4. Transport / Packaging 4.1 The shipment of customer materials and exhibits, as well as exhibits already stored at step one, shall always be at the expense and risk of the customer, unless otherwise agreed. Unless special instructions have been given, step one shall determine the shipment at its discretion without responsibility for special packaging or the cheapest and fastest route. 4.2 step one shall be entitled, but not obliged, to take out transport insurance, the costs of which shall be borne by the customer, unless otherwise agreed. The conclusion of transport insurance for the customer shall be subject to agreement. 4.3 Step one shall be notified immediately of any transport damage. Any claims against the transportation company shall be assigned to the customer upon request. 4.4 Items of the customer that are required for the provision of services by step one must be delivered free domicile or to the location specified by step one on the agreed date. Return deliveries of such parts shall be made carriage forward from the place of use at the customer's risk. 4.5 The customer shall be responsible for any loss during transportation or loss of the delivered materials at the place of use for which step one is not responsible. 5. Acceptance / Transfer of risk 5.1 The customer shall be obliged to accept step one's performance on the completion date specified by step one. 5.2 Acceptance shall take place regularly on the occasion of dress rehearsals or trial runs and stand handovers. This shall not apply to planning services, which shall be deemed completed and ready for acceptance upon receipt by the customer. 5.3 Any outstanding partial services or the rectification of defects shall be made up for or rectified as quickly as possible. Insofar as they do not significantly impair the function of the object of performance, they shall not entitle the customer to refuse acceptance. 5.4 If the service of step one cannot be made available to the customer for reasons for which the customer is responsible, the risk shall pass to the customer on the day of receipt of the notice of completion. The performance of step one shall then be deemed fulfilled. 6. Termination 6.1 Unless otherwise agreed in individual cases, the customer may terminate the contract by making a unilateral declaration in text form to step one (cancellation/termination). 6.2 In the event of cancellation/termination by the customer without good cause, step one shall receive the agreed remuneration for the services already rendered, including all third-party costs incurred in connection with the contract up to the time of cancellation/termination, cancellation fees and the full amount of deliveries and services already commissioned to third parties, which step one has bindingly commissioned and still has to remunerate in reliance on the execution of the contract. With regard to services not yet rendered, 40% of the agreed remuneration shall be agreed as saved expenses. This rate shall be deducted from step one's claim to remuneration. The customer shall be permitted to prove that step one has saved higher expenses due to the termination. 6.3 In the event of cancellation of commissioned events, 5% of the anticipated order amount shall be charged accordingly, or the canceled event shall be rescheduled at a later date within 12 months.
In the case of last-minute cancellations:
The basis of calculation shall be the fee agreed with the customer plus VAT less the expenses saved (travel costs, accommodation, meals, etc.). The customer shall be at liberty to prove that no costs or lower costs than those stated by step one in the lump sum have been incurred in connection with the cancellation. Furthermore, in the event of cancellation by the customer, step one shall be entitled to all third-party costs incurred in connection with the contract up to the time of cancellation, cancellation fees and deliveries and services already commissioned to third parties to the full extent. 6.4 If the customer does not accept the services of step one without good cause despite a declaration of completion or if the customer does not meet his payment obligations or does not meet them properly, step one shall be released from its obligation to perform after setting a reasonable grace period and may demand compensation for non-performance. 6.5 The right to terminate for good cause remains unaffected. The prerequisite is that a corresponding written request to remedy the good cause has been made within a reasonable period of time and the deadline has expired without result. Good cause shall be deemed to exist in particular if the client has persistently or grossly violated its contractual obligations and, in particular, has not properly met its payment obligations despite being requested to do so. 7. Warranty 7.1 The customer shall be obliged to inspect the services of step one upon acceptance and to report any defects immediately. If, despite careful inspection, a defect only becomes apparent later, it must be reported immediately. 7.2 Subject to the provision in 7.3, the customer may only demand rectification as a warranty. The type and manner of proper rectification shall be at the discretion of step one, which shall also be free to make a replacement delivery at any time. 7.3 If the subsequent performance fails, the customer shall be entitled to demand a reduction in the price (reduction) or, if a construction service is not the subject of the liability for defects, to withdraw from the contract at his discretion 7.4 If rectification is excluded due to the lapse of time (end of the event), the customer shall only be entitled to a reduction in price. 7.5 step one may refuse to remedy defects as long as the customer has not properly fulfilled its contractual obligations, in particular its payment obligations. 7.6 If the notice of defects is late or if reservations were not made at the time of acceptance/handover due to known defects, the warranty claims shall lapse completely. The same shall apply if the customer makes changes himself or makes it unreasonably difficult for step one to determine the defects.
8. Liability, liability for third-party companies, customer's material 8.1 step one shall only be liable for timely and high-quality performance if the customer has duly fulfilled his contractual obligations, in particular those relating to timely payment. 8.2 No liability shall be assumed for defective deliveries or services of third-party companies engaged on behalf of the customer, unless step one is proven to have intentionally or grossly negligently violated its duty of care in the selection and monitoring of the third-party companies. If necessary, the customer may demand the assignment of step one's claims against them. 8.3 Unless otherwise agreed, step one shall not be liable for items brought in by the customer, unless step one has caused the damage or destruction of the items through intentional or grossly negligent action. 8.4 step one shall be liable in accordance with the mandatory statutory provisions. 8.5 step one shall only be liable for damages other than those resulting from injury to life, body and health if step one or its vicarious agents are guilty of intentional or grossly negligent acts or a culpable breach of a material contractual obligation. Any further liability for damages is excluded. 8.6 In the event of a slightly negligent breach of material contractual obligations, step one's liability - irrespective of the legal grounds - shall be limited to the foreseeable damage typical for the contract, which as a rule shall not exceed the amount of the fee. 8.7 A material contractual obligation comprises those obligations which are essential for the proper performance of the contract and on the observance of which the customer may regularly rely. 8.8 If step one is entitled to claims for damages against third parties in connection with the execution of the contract, step one shall assign such claims for damages to the customer, provided that the customer accepts the assignment of such claims. In such a case, the customer shall have no further claims against step one. The customer shall be entitled to enforce such claims at his own expense. 8.9 Claims for damages under the Product Liability Act remain unaffected. 9. Property rights 9.1 All industrial property rights (copyrights and ancillary copyrights, trademark rights, ancillary protection under competition law, patent rights) arising in connection with the services to be provided by step one or its employees or third parties commissioned by it - also on behalf of the customer - shall remain exclusively with step one, unless expressly agreed otherwise. The transfer of rights of use and exploitation shall require a written agreement and shall always apply only to the specific event. Changes to concepts, drafts, etc. may only be made by step one or by persons expressly authorized by step one. 9.2 The customer shall only be entitled to use the concepts, drafts, etc. of step one for its own purposes as provided for in the contract; reproductions shall only be permitted with the express prior consent of step one. Print templates, work films, samples, open files and graphics produced by step one or on its behalf shall remain the property of step one, even if they are charged to the customer. 9.3 With regard to the execution of orders according to the information or documents provided by the customer, the customer shall guarantee that the production and delivery of the services carried out according to its information and documents does not infringe the property rights of third parties. step one shall not be obliged to check whether the information or documents provided by the customer for the provision of services infringe or may infringe third-party property rights. The customer shall be obliged to immediately indemnify step one against all possible claims for damages by third parties and to pay for all damages arising from the infringement of property rights and, if requested, to make advance payments. 9.4 step one shall be entitled to record the event and to use the recordings together with background information about the project for the purposes of documentation and its own PR. 10. Retaining documents step one shall retain the documents relating to the order for a period of 6 months from the date of the event. If original documents (data carriers, slides, etc.) are provided, the customer undertakes to produce duplicates. step one shall not assume any liability for the customer's originals that are not requested back within one month after completion of the order. 11. Payment terms 11.1 step one shall be entitled to invoice each individual service immediately after it has been rendered. 11.2 Unless otherwise agreed, invoice amounts are due for payment immediately upon receipt of the invoice. 11.3 In addition, step one shall be entitled to demand advance payments to cover its expenses. 11.4 The contributions to the Artists' Social Security Fund due for artists within the meaning of the law and to be paid to the respective bodies as well as any income tax and value added tax due and to be withheld by the artists shall be charged on. Any additional costs incurred shall be listed in the final invoice. 11.5 Deductions of any kind are excluded. Advances do not bear interest. 11.6 In the event of default in payment, step one shall also be entitled to withdraw from the contract and to claim damages for non-performance after setting a deadline with the threat of refusal. 11.7 In the event of default in payment, step one shall also be entitled, after setting a deadline, to terminate the rental agreement without notice for important reasons and to prohibit the tenant from further use. 11.8 Furthermore, step one reserves the right to assert the lessor's lien. 12. Offset and transfer 12.1 The customer may only offset undisputed or legally established counterclaims. This shall not apply insofar as the claim originates from the same contractual relationship against which the set-off is to be made. 12.2 The Customer's rights under this contractual relationship shall only be transferable with the prior consent of step one. 13. Data privacy step one shall use the personal data insofar as this is necessary for the provision of the contractual services. The stored personal data shall be treated confidentially by step one and in accordance with the GDPR and the BDSG. The customer can find detailed information on the handling of personal data by step one in the privacy policy at https://www.stepone-hamburg.de/datenschutz. 14. force majeure Force majeure includes, in particular, war, military mobilization, civil war, acts of terrorism, sabotage, government-imposed embargoes or sanctions, government or official orders, plagues, epidemics, natural disasters, geological changes or other external natural events, destruction of production facilities, obstruction of transport and telecommunications, information systems or energy supply, as well as strikes and lockouts. If such an exceptional situation exists for which step one is not responsible and leads to serious disruptions in the operational processes of step one, step one shall be released from its performance obligations for the duration and to the extent of the impact. In the event of force majeure, step one shall also be entitled to withdraw from the contract in whole or in part due to the unfulfilled part of the contract. In such cases of force majeure, the customer may also withdraw from the unfulfilled part of the contract if he cannot reasonably be expected to wait any longer. In the event of withdrawal by the customer, step one shall receive the agreed remuneration for the services already rendered, whereby the services rendered shall also include claims of third parties that step one has already firmly commissioned in reliance on the execution of the contract up to the time of withdrawal. Insofar as the rental of mobile objects is the subject matter of the contract, it is assumed that an appropriate remuneration shall amount to 0% of the agreed remuneration in the event of withdrawal due to a canceled trade fair or in the event of another impediment due to force majeure up to 50 days before the start of assembly, 35% up to 30 days before and 80% up to 10 days before. From 10 days in advance, the agreed remuneration must be paid in full at the start of loading onto the transport vehicles ready for shipment. Claims for damages are excluded. The other party to the contract reserves the right to claim that no damage or the aforementioned remuneration was incurred or that it was significantly lower. 15. consumer arbitration a. The European Commission has set up an internet platform for the online settlement of disputes. The platform serves as a contact point for the out-of-court settlement of disputes concerning contractual obligations arising from sales and service contracts concluded online. You can access the platform via the following link: ec.europa.eu/consumers/odr b. step one does not participate in consumer arbitration proceedings under the German Consumer Dispute Resolution Act 16. Place of fulfillment and jurisdiction 16.1 The place of performance and jurisdiction for all disputes arising between the parties from the contractual relationship is Quickborn, provided the customer is a registered trader, a legal entity under public law or a special fund under public law. 16.2 The contractual relationship shall be governed by German law. 17. Final provisions Should any provision of these terms and conditions be invalid or void, this shall not affect the validity of the remaining provisions.