TERMS AND CONDITIONS OF SYMA-SYSTEM GmbH FOR SYSTEM TECHNOLOGY AND FAIR CONSTRUCTIONS

 

I. GENERAL TERMS OF BUSINESS FOR SYSTEM TECHNOLOGY AND THE CONSTRUCTION OF EXHIBITION STANDS

  1. Scope
    On all business relations of SYMA-SYSTEM GmbH, Industriestrasse 3 2120 Wolkersdorf, FN 60874x, "SYMA", only the following terms apply. Any deviating provisions or general terms of business only apply if they have been agreed upon in writing. Customers’ general terms of business are not accepted.
  2. Orders and offers
    All offers are non-binding unless they are expressly marked as binding and will remain valid for a period of 30 days as of the offer's date. Costs esti-mates are chargeable.
  3. Force majeure, unforeseen events
    Events of force majeure (political turmoil, fire, environmental disasters, etc.) or other unforeseen events entitle SYMA to extend the term of delivery (sec-tion 2.5) by the duration of the event or to withdraw from the contract. In any case, SYMA is entitled to provide alternative solutions due to such events. Claims for damages are excluded.
  4. Condition of goods
    No warranty is assumed for colourfastness as well as specific weights and measurements unless a specific feature is expressly agreed in writing. Cus-tomary deviations are permitted. Fluctuations in the material composition as well as in pore size and colour deviations are reserved as customary in this industry sector.
  5. Labelling / Copyright Protection
    Labelling / Copyright Protection Drafts, layouts, illustrations, drawings, designs and know-how are intellectual property of SYMA and belong to a protected construction-system. SYMA may ask for return of such construction documents at any given time. Subject to the written revocation of the customer, SYMA is entitled to refer to an existing or former business relationship (reference) with a customer on SYMA's con-struction documents, on their own advertising media, in particular on their in-ternet website with names and company logos.
  6. Compensation and liability
    SYMA is in all considered cases, with the exception of personal injuries, sole-ly obligated to compensate in cases of intent or gross negligence. The liability is time-barred within 6 months from the date of knowledge of the damage and injuring party. The liability is limited to the order value. SYMA is not liable for collateral damages or loss of profit.
  7. Customers' duty of cooperation
    The customer is obliged to provide SYMA with all information and documents required to render the agreed performance. Additional costs due to subse-quent amendments, incomplete or incorrect information have to be borne by the customer. The customer shall ensure that the documents provided to SYMA are free of any third party rights and shall indemnify and hold SYMA harmless in this regard.
  8. Right of withdrawal SYMA
    SYMA reserves the right to demand reasonable security or advanced pay-ments, if the customer is (i) in default with payments already due for more than 14 days or (ii) there are reasonable doubts as to the creditworthiness of the customer, in particular when there has been an out-of-court restructuring or when insolvency or collection proceedings are imminent, applied for, opened or rejected due to lack of assets.
  9. Applicable Law / Place of performance and jurisdiction
    Any agreement shall be governed by the laws of Austria, without reference to or application of any conflict of law rules and excluding the UN sales law (UN-Kaufrecht). The place of performance/delivery is the corporate seat of SYMA in Wolkersdorf. The competent court for civil matters at SYMA's corpo-rate seat shall have exclusive jurisdiction to settle any disputes.

II. SYSTEM TECHNOLOGY – SALES

  1. Prices
    All prices are net in Euro "ex works" (INCOTERMS 2010), VAT is charged additionally. Costs for packaging, shipping and customs are not included in the offer; additional costs for installation will be invoiced separately at cost. Fees, allowances and additional costs for overtime or night work are to be borne by the customer.
  2. Terms of payment
    A payment on account in the amount of 50% of the order value must be made within 10 days from order placement. At initial orders, the remaining amount has to be paid no later than by goods acceptance, and is otherwise due within 14 days from the date of invoicing with a 2% cash discount or within 30 days net. For orders with an order value of less than EUR 300,00 the full amount shall be paid at delivery. Bank expenses (transfer, cheque, etc.) shall be borne by the customer.
  3. Small quantities
    A processing fee of EUR 14.00 will be charged for orders up to an order val-ue of EUR 75.00.
  4. Retention of title and dunning
    SYMA retains title of ownership to goods until the entire purchase price is paid. In case of delayed or deferred payment (pure deferral) interests of 9.2% above the base rate p.a. from the date following the due date are due. Any operating expenses are to be borne by the customer.
  5. Delivery period, delivery date
    The agreed delivery period runs from the receipt of the payment on account (sections 2.2 and 3.2); for an order value below EUR 300.00 the agreed de-livery period begins with the date of the order confirmation. Unless explicitly stated, delivery dates shall be non-binding and understood as the expected date of delivery. In such cases, the withdrawal from the contract due to delay in delivery shall only be possible after announcement of at least a two-week grace period by means of a registered mail. The observance of the delivery period assumes required cooperation of the customer. The customer has to ensure that necessary information or services, also from third parties, are provided in time.
  6. Packaging, shipping and transfer of risk
    SYMA only ships goods at the cost and risk of the customer. Damages in connection with the transport must be directed to the carrier immediately up-on receipt of the delivery by the customer. Damages shall then be confirmed by the carrier through the establishment of the facts.
  7. Defects, warranty and compensation
    Notifications of defects shall be reported immediately but in any case within 3 days from the delivery of goods. SYMA must be informed immediately in writ-ing of any defects discovered that were unable to be detected even by care-ful inspection within this period, but no later than one month after delivery of goods. SYMA is entitled to determine the warranty remedies by itself. § 924 Austrian General Civil Act ("Allgemeines Bürgerliches Gesetzbuch") does not apply. For compensation claims section 1.6 applies.
  8. Withdrawal by the customer, changes to orders
    If the customer withdraws from the contract without reason, 50% of the order value is charged as cancellation fee. In case of a withdrawal within 4 weeks from the agreed delivery date 75% of the order value is charged. If the cus-tomer withdraws within 3 weeks from the agreed delivery date or if custom-ized products were ordered, 100% of the order value is charged. In case of subsequent modifications to the order by the customer, additional costs will be charged.
  9. Redemption of goods
    Goods may only be returned in goodwill with prior written consent and sub-ject to a value reduction which will be determined by SYMA. Credit notes are only issued after the verified goods' receipt. Returns cannot be set off against receipts prior to the submission of the credit notes. Customized products, used or edited goods cannot be returned. Returns shall be carried out at the customer's expense and risk and have to be insured.

III. EXHIBITION STANDS – RENTAL

  1. Prices
    All prices are net in Euro "ex works" (INCOTERMS 2010), VAT and fees ac-cording to § 33 TP 5 Austrian Fees and Duties Act ("Gebührengesetz") are charged additionally. Costs for packaging, shipping, customs, exhibition stand, e-distributor, connection fees and power consumption are not included in the offer. Additional costs for installation will be invoiced separately at cost. The rental prices apply for a one-time use at normal, customary duration of a fair, however for 10 days at most. Costs for subsequent project changes are charged at cost. For orders placed only 15 days prior to the start of the event, a "last-minute" surcharge of 30% will be charged.
  2. Terms of payment
    A payment on account in the amount of 50% of the order value must be made within 10 days from order placement. At initial orders, the remaining amount has to be paid not later than by goods acceptance, and is otherwise due within 10 days from the date of invoicing. For orders with an order value of less than EUR 300.00 the full amount shall be paid at delivery. Bank ex-penses (transfer, cheque, etc.) shall be borne by the customer. In the case of delayed or deferred payment (pure deferral), interest of 9.2% above the base rate p.a. from the date following the due date is due. Any operating expenses are to be borne by the customer.
  3. Small quantities
    A processing fee of EUR 14.00 will be charged for orders up to an order val-ue of EUR 75.00.
  4. Use and third-party rights
    Any processing and modification of rented goods is prohibited. Any use devi-ating from the contract is prohibited. The customer is entitled to use the rent-ed goods solely with care and for its own purposes. A sublease to third par-ties is not permitted. The rented goods are to be kept free of third-party rights. The customer bears all costs incurred for the cancellation of actions by third-parties.
  5. Defects and warranty
    Defects must be notified immediately or immediately upon detection in writ-ing. SYMA is entitled to determine the warranty remedies by itself. § 924 Austrian General Civil Act ("Allgemeines Bürgerliches Gesetzbuch") does not apply.
  6. Compensation and liability
    We use periodically maintained, reusable material for the intended use, in a usable and suitable condition. If neither the customer nor a representative of the customer is present in case of an agreed delivery at the exhibition stand, the rented goods shall be deemed to be handed over correctly as a result of placing or setting it up at the exhibition stand. From this point onwards the customer is liable for any harm or deficit, such as theft, damage or loss. The customer can be held liable by SYMA for all necessary repairs, which are not attributable to ordinary wear of the rented goods. Section 1.6 applies mutatis mutandis.
  7. Withdrawal by the customer
    If the customer withdraws from the contract without reason more than14 days prior to the beginning of the rental period, the customer is obligated to pay a cancellation fee in the amount of 50% of the order value. In case of a with-drawal within 14 days prior to the beginning of the rental period, a cancella-tion fee in the amount of 75% of the order value is charged and payable. If the customer withdraws from the contract within 6 days prior to the beginning of the rental period, 100% of the order value is charged and payable. 
  8. Return of rented goods
    The rental ends with the end of the fair. The customer is obligated to return the rented goods to SYMA as agreed immediately after the end of the fair. SYMA is authorised to collect leased objects from the exhibition stand after the end of the fair. SYMA is not liable for objects belonging to the customer or to third parties, which happen to be present at the exhibition stand at the time of collection. In case of delayed retuns, the customer has to pay a rental fee in the amount of 150% of the rental price for each day begun. This provi-sion is not subject to the judicial deduction. Any further damage can be claimed additionally.

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