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GENERAL TERMS AND CONDITIONS

General Terms and Conditions of Business of the firm of AV-PRODUKTIONEN HÖFLINGER GmbH (thereinafter referred to as AV)

I. Scope of applicability of the General Terms and Conditions of Business
1. The following General Terms and Conditions of Business shall be applicable exclusively in relation to such business as shall be transacted with business persons, legal entities under public law or special assets under public law.
2. Placement of orders shall imply acknowledgement by the Customer of these terms and conditions, even where they shall not be consistent, either partially or in their entirety, with the Customer's own general terms and conditions of business.
3. The General Terms and Conditions of Business shall also be applicable to such business as shall be transacted with the Customer at a future date without it constituting a requirement that specific reference shall have been made again to the General Terms and Conditions of Business set forth hereunder.
4. Application shall extend to encompass the following Terms and Conditions of a general content and any and all such additional terms and conditions as may be held to be of a determinant quality from the perspective of the contract in question under given circumstances. Where the contract in question shall represent a combination of several types of contract, and where the inconsistency of individual provisions of the additional terms and conditions of contract attaching thereto shall give rise to doubt, the type of contract, and the clauses applicable thereto held to be most consistent with the primary legal focus of such contract shall be applicable.

II. Conclusion of contract
All quotations submitted by AV shall be without commitment. A given contract shall not become legally binding until written confirmation of order shall have issued on the part of AV.

 III. Prices / Payment
1. Invoices raised by AV shall become due and owing without deduction immediately upon receipt thereof.
2. All prices shall be understood to have been quoted in EUR, unless otherwise stipulated, and net, i.e. plus Value Added Tax at the rate applicable at any given time.
3. Prices shall, furthermore, be understood to have been quoted subject to the terms ex-warehouse Gau-Algesheim. The costs of transport and any transport insurance shall be for the account of the Customer.

 IV. Property rights and usage rights, obligatory permits / licences
1. In so far as nothing to the contrary shall have been contractually agreed and subject to payment of the contractually-agreed price, AV shall grant the Customer simple usage rights, which shall not be assignable to third parties, namely, limited in terms of time to the term of the contract and, in terms of purpose, to that as provided for under the contract and which shall extend to encompass any and all such property rights as shall accrue in conjunction with performance of the contractual service by and at  AV. This shall apply, in particular, in respect of such copyrights or of any other such property rights as shall attach to such graphics, stage decoration, texts, photographic works or photographs, technical or artistic drafts as shall have been made available to the Customer by AV for the purpose of fulfilling the objective of the contract. The Customer shall only be at liberty to make any further use of those services and objects constituting the subject matter of copyright or of any other protective rights in so far as written approval thereof shall have issued on the part of AV.
2. Where it shall transpire that performance of service shall entail the Customer's providing such services or objects as shall be capable of being protected, said Customer shall ensure that AV shall be at liberty to avail itself of such services / objects in the course of performance of the contractually-agreed services and to do so on a free-of-charge basis, thereby keeping AV indemnified against assertion of claim on the part of third parties.
3. Responsibility for any and all such permits / licences as shall be required under public and / or private law to have been obtained for the purpose of performance of an event or fulfilment of the objective of the contract shall rest with the Customer; said permits / licences shall then be made available to AV on a free-of-charge basis. Hence, responsibility shall rest with the Customer for ensuring that the artists' permits / licences required for the purpose of using, recording and ensuing publication of images, films or the spoken word as well as music shall have been duly obtained and the requirements stipulated under comparable rights and protective rights duly satisfied in order to ensure that AV shall be in a position to fulfil the objective of the contract. To this extent, AV shall be kept indemnified by the Customer against any assertion of claim on the part of third parties and, more specifically, for example, GVL, GEMA and GEZ as well as against claim in respect of the fees and costs of any other party / parties utilizing rights under the law of industrial property and copyright protection.
4. In so far as it shall be the case that AV shall avail itself of music titles, photographs, film clips or other such works of third parties as shall be subject to property rights for the purpose of producing an AV product as provided for by contractual arrangement, AV shall undertake to purchase the licences or usage rights for the Ordering Party, whom it shall re-invoice for the costs associated therewith. The Ordering Party shall, in this respect, be bound by and committed to the scope of the property rights thereby acquired on its behalf. Where it shall transpire that the Ordering Party shall make such use of the AV product as shall exceed that which shall have been agreed under licence, or shall be covered under the usage rights, any and all subsequent claims to payment as shall issue as a consequence thereof shall be for the account of the Ordering Party.

 V. Contractual exclusion of set-off
The Customer shall only be at liberty to implement set-off against monies outstanding in favour of AV where counterclaims of the Customer shall be undisputed and acknowledged as final and conclusive in law.

 VI. Limitation of liability
AV shall not be held liable for such occurrences of damage to property and / or pecuniary loss as shall have been caused by minor negligence only. This shall not apply in the event of occurrence of damage to persons or of breach of contractual obligations of significant content on the part of AV.
Liability on the part of AV shall, in the event of occurrence of such damage to property and / or pecuniary loss as shall be covered under an insurance policy, be limited to the maximum amount payable by the insurer in any given case under such policy unless, that is, such damage / loss shall have been a consequence of gross negligence or wilfulness on the part of AV or that of its vicarious agents.

VII. Choice of law, jurisdiction, place of fulfilment, partial nullity
1. Any and all disputes originating from the contractual relationship shall be construed in accordance with German Law to the exclusion of the Law (EC) pertaining to contracts governing the international sale of goods.
2. The jurisdictional venue shall be the registered office of AV.
3. 
The place of fulfilment shall, where doubt prevails, be the registered office of AV.
4. 
Should it transpire that individual clauses under the present General Terms and Conditions of Business, or under such contract as shall have been concluded subject to applicability of said Terms and Conditions of Business, shall be ineffective in law, the Terms and Conditions of Business and the contract concluded thereunder shall remain otherwise effective.

VIII. Additional terms and conditions in the case of rental lease agreements
1. Where it shall be the case that AV shall make objects available on a rental basis, AV shall be entitled to demand security-in-cash in amount equivalent to 30 % of the replacement value of the object rented, which shall be payable as and when the object rented shall be made available. The amount of security-in-cash shall not attract interest, and it shall not be a requirement that it be invested separate from the assets of AV. The amount of security shall be returned within one month as of surrender of the objects rented in a proper and undamaged condition, otherwise AV shall deduct any amount to which it shall be entitled by way of compensation for any damage to or loss of the object rented. AV shall also reserve the right to offset the claim to repayment, upon falling due, against other amounts receivable by AV Höflinger GmbH and from the Customer under the business relationship.
2. 
The Customer shall be obliged, at its own expense and risk, to surrender the object rented immediately upon expiration of the rental period and at the place of business of AV. It shall be a requirement that the objects be surrendered in their entirety and in an orderly, clean and dry condition. The obligation to surrender shall also extend to include defective accessories rented.
3. 
The party renting shall not be entitled to exercise a right of retention of the object rented following expiration of the rental period.
4. 
Where it shall be the case that, following expiration of the rental period, the party renting shall continue to avail itself of the object(s) in question, the Customer shall be obliged to effect payment by way of compensation for use in amount equivalent at least to the amount of rent agreed and for as long as it shall take for the object rented to be surrendered. Where it shall be the case that no amount of rent shall have been stipulated under the contract, the amount of compensation owed for use shall be that which is held to reflect that which is customary locally. In the event of late surrender, AV shall, furthermore, be entitled to demand compensation for the period over which the object rented shall have been withheld, and, in particular, for any revenue which shall not have been realised in conjunction with any potential further rental of the object rented.
5. 
Even where it may not be held accountable, the Customer shall be obliged, for the period over which the object rented shall have been withheld, to pay compensation to AV in the event of its deterioration or demise during such period of further use as shall not have been agreed.
6. 
The Customer shall not be entitled to make the object rented available to third parties, either at a charge or free of charge.
7. 
Cancellation / Termination
The Customer shall be entitled to tender written notice of termination in writing of a rental agreement or of a combination of agreements entailing the hiring of objects on a rental basis. Any such notice of termination shall have effect in law only where it shall have been submitted in written form. Notice of termination, however, which shall have been furnished within a period of 2 days prior to commencement of the rental period shall attract payment in full of the amount agreed. The amount agreed shall be reduced as per the following where cancellation / notice of termination shall be forthcoming earlier:
_up to 30 days prior to commencement of rental period, 30 % of the overall amount payable
_up to 14 days prior to commencement of rental period, 40 % of the overall amount payable
_up to 7 days prior to commencement of rental period, 50 % of the overall amount payable
_up to 2 days prior to commencement of rental period, 80 % of the overall amount payable
The issue of timeliness shall be determined strictly by the date of receipt by AV of the notice of termination / letter of cancellation. The Customer shall be at liberty to furnish evidence to the effect that the cost-saving achieved is higher than the reduction granted on the overall amount of payment in the case in question. AV Höflinger shall be at liberty to demand a higher amount of remuneration / compensation where the cost-saving achieved shall be found to be lower.
8. 
Obligations of the renting party
a) The renting party shall be obliged to treat the object rented with the greatest-possible care. The Customer shall, in particular, undertake and be obliged to protect the object rented from damage or demise and, more specifically, from the influences of the elements, theft, and damage during transport and, further, to take the appropriate measures in this regard. The Customer shall also be obliged on an ongoing basis to watch over the objects rented, before, during and after events. This shall also apply where the contract shall have provided for AV's providing service personnel.
b) The attention of the Customer is specifically drawn to the fact that objects rented are not insured against theft, burglary, damage or accidental destruction. AV offers the Customer, in return for a reasonable charge, exemption from liability in respect of demise of the objects rented through destruction by fire, burglary, theft or damage. Where the Customer shall opt not to avail itself of this possibility, it shall automatically be obliged for its part to provide insurance cover for the hiring party and does, herewith and now, assign any and all claims as shall accrue under said insurance to AV. AV does, likewise, herewith and now, accept said assignment.
c) Where the objects in question rented shall be audio, video, stage or lighting equipment, said objects in question rented may only be assembled / installed and operated by appropriately-skilled specialist personnel. The Customer shall, in the event of damage caused by defective assembly / installation or operation, be held as accountable as if it had carried out the work itself for the actions of any and all such persons whose services it shall have engaged for that purpose.
d) The following shall apply where public-address systems shall be provided: the public-address systems provided by AV may generate sound which can cause hearing damage. The Customer shall be obliged, where AV itself shall not be the event organiser and the public-address system shall be made available on a rental or loan basis only, to constantly check the sound levels of the public-address system, to prevent the limit values being exceeded and to document the measurements recorded. Where it shall be the case that the Customer itself is not the event organiser, it shall herewith undertake to impose the obligations as set forth above on the party assuming that role in any given case. The Customer shall indemnify AV against any and all such claims for compensation as shall be asserted on grounds of contravention of said obligations.
e) AV shall reserve the right to make minor adjustments to or, indeed, substitute such objects to be rented as shall have been specified in quotations and confirmations of order in so far as such measure shall not impact with significant adverse effect on their functional efficiency.
f) The Customer shall undertake and be obliged to report in such timely manner any occurrence of defect or functional inadequacy in objects rented as shall enable AV to arrange for a replacement in advance of staging of the event. Hence, the Customer shall, to this extent, be obliged, immediately upon handover, to examine the objects rented and made available for their intactness and functional efficiency. 

IX. Additional terms and conditions in the case of purchase agreements
1. The despatch of goods sold shall be at the risk and for the account of the purchaser.
2. 
Goods sold shall remain the property of AV until such time as they shall have been paid for in full. The Customer shall not be entitled to resell the goods for as long as AV shall not have received the purchase price. The same shall likewise apply to involving goods sold in further-processing, combining or mixing procedure. Where the Customer shall be found to contravene this obligation, it shall undertake to assign any and all claims accruing from resale, further processing, combining or mixing to AV, which it does, herewith and now. AV accepts the assignment.
3. 
The sale of used objects shall, under no circumstances, be accompanied by warranty.
4. 
As for the rest, the period of warranty shall be one year as of despatch. Obligation in respect of examination and notification of defect as provided for under § 377 Uniform Commercial Code [HGB] shall remain thereby unaffected.

X. Additional terms and conditions in respect of contracts governing service, services and work labour
1. Unless otherwise specifically agreed, AV Höflinger shall not assume the duties of event organiser. Hence, the Customer shall be responsible for invitations, ticket sales, advertising, the provision of security personnel, contractual agreements with artists, contractual agreements relating to the delivery of lectures / presentations, ensuring compliance with police, fire-authority and emergency-prevention-and-management regulations as provided for under public-order legislation.
2. 
Any and all such appliances and tools as shall have been supplied by AV under a contract governing service, services and work labour shall be insured by AV against transport damage, theft or fire.
3. 
The Customer shall be responsible for ensuring that AV shall be afforded adequate access to the place of performance of the service in question by such point in time as will serve to ensure that AV can conduct all planning and implementation procedures attaching to its obligations under the contract in a timely manner.
4. 
The Customer shall be obliged to ensure that passage and delivery are not obstructed in any way. AV is to be provided with the requisite parking facilities in the immediate vicinity of the event facility and place of performance of the services in question. The Customer shall assume any and all costs thereby incurred.
5. 
Where the event location or place of performance of the services in question shall be more than 100 km away from the headquarters of AV, the Customer shall be obliged, in the event that a return to said headquarters of AV shall not be possible before 12 midnight, to assume in addition to the remuneration agreed the cost of suitable overnight-accommodation for the personnel supplied by AV.

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