General Term and conditions

1.  Scope and Contractual Basis

1.1  These General Terms and Conditions (GTC) apply to all quotations, contracts, deliveries and services of PLANAG DESIGN Gauger Zillich GbR, Emil-Dittler-Strasse 3a, 81479 Munich, Germany (hereinafter ‘PLANAG’), provided to entrepreneurs within the meaning of Section 14 German Civil Code (BGB), legal entities under public law and special funds under public law. They apply in particular to the planning, design, project management, manufacture, rental, delivery, assembly, dismantling, transport and storage of exhibition stands, exhibition structures, displays and event equipment and related services.

1.2  These GTC do not apply to consumers. If a natural person commissions PLANAG for purposes predominantly outside that person’s trade, business or profession, a separate agreement must be made before the contract is concluded.

1.3  Any conflicting or supplementary terms and conditions of purchase or business of the Client apply only if PLANAG has expressly accepted them in text form. Performance or acceptance of payment without reservation does not constitute consent.

1.4  Individual agreements made in the quotation, order confirmation or another agreement in text form take precedence over these GTC. In the event of contradictions, the following order applies: individual agreement, order confirmation, quotation including specification of services, and these GTC.

1.5  These GTC apply in the version communicated to the Client when the contract is concluded, including to similar future transactions, provided they are validly incorporated again or an effective framework agreement exists.

2.  Quotation Contract Formation and Scope of Services

2.1  PLANAG quotations are non-binding unless expressly designated as binding. Cost estimates, budget ranges, visualisations and preliminary calculations are for project orientation and are not guaranteed final prices unless expressly agreed otherwise.

2.2  A contract is formed when PLANAG issues an order confirmation in text form or, with the Client’s consent, clearly begins performing the services. A confirmation of receipt does not constitute acceptance of an order.

2.3  The nature and scope of the services are determined by the order confirmation and the documents referenced in it. Dimensions, colours, materials and representations in designs and visualisations are binding only if expressly agreed as specifications. Customary, material-related or technically necessary deviations remain permissible if they do not materially impair the agreed function, safety or overall design and are reasonable for the Client.

2.4  PLANAG may engage suitably qualified subcontractors and other vicarious agents. PLANAG remains responsible to the Client for proper performance of the obligations assumed by PLANAG. Services that PLANAG clearly arranges solely in the name and for the account of the Client form part of PLANAG’s own obligations only if expressly agreed.

2.5  Permits, inspections, structural calculations, fire-safety documentation, media connections, security, cleaning, disposal and services of exhibition companies, organisers, official freight forwarders and other monopoly or contract service providers are included only if expressly stated in the quotation.

3.  Rental Stand as Standard Purchase Parts and Client Materials

3.1  All exhibition-stand components, equipment, technical devices and other materials supplied by PLANAG for a project are generally provided to the Client on a rental basis for the agreed event and period of use only. This also applies to components individually manufactured, processed or adapted for the project.

3.2  The Client acquires ownership only of items expressly identified as a ‘purchase part’ or ‘sale item’ in the quotation or order confirmation. Payment of the project price alone does not transfer ownership of rental items.

3.3  Consumables, in particular prints, films, carpets, paints and project-related small items, become the Client’s property only if agreed or if this clearly follows from the nature of the service. There is no right to delivery of consumed, bonded, cut or economically inseparable materials.

3.4  Exhibits, data, graphics, trademarks, equipment and stand components supplied by the Client remain the Client’s property. The Client must clearly identify them and notify PLANAG in good time of special handling, safety, transport or storage requirements.

4.  Planning Approvals and Changes to Services

4.1  The Client shall promptly check designs, plans, dimensions, text, graphics, material details and technical documents for accuracy and completeness. Approvals must be issued in text form within the reasonable deadline set by PLANAG. PLANAG may rely on information approved or supplied by the Client unless its inaccuracy is obvious.

4.2  The correction rounds expressly included in the quotation are covered by the agreed price. Further changes and changes to already approved planning are charged according to effort. This applies in particular where planning, procurement, production or assembly services must be changed, repeated or reversed.

4.3  Requests for changes or additions become part of the contract only if PLANAG confirms them in text form or actually performs them. Where possible, PLANAG will inform the Client before performance of identifiable additional costs and effects on deadlines. If urgent circumstances prevent prior pricing, the required work is charged at the agreed or, alternatively, customary rates plus necessary third-party costs.

4.4  PLANAG is not obliged to implement changes that cannot safely be completed for technical or legal reasons or within the available time, or that would materially exceed the agreed budget. Mandatory statutory rights of the Client remain unaffected.

5.  Client Cooperation Duties

5.1  The Client shall provide PLANAG in good time, completely and in suitable form with all information, documents, approvals, data, permits, contacts and decisions required for performance. The Client is responsible in particular for the accuracy of stand dimensions, venue and organiser rules, and technical data supplied by the Client or third parties.

5.2  The Client shall ensure that PLANAG and its vicarious agents have unhindered access to the venue at the agreed times and that all on-site requirements are met, including release of the floor area, load capacity, connections, access routes, safety instructions and timely provision of exhibits.

5.3  If the Client fails to meet its cooperation, information, payment or approval duties on time or in full, deadlines and dates are extended or postponed according to the resulting effects. PLANAG may additionally charge the resulting extra work and demonstrably incurred third-party, storage, travel, express, waiting and replanning costs. Further statutory rights, in particular under Sections 642 and 643 BGB, remain unaffected.

5.4  No later than assembly start, the Client shall name an authorised contact who can be reached during installation, handover and the event. PLANAG may treat that person’s statements concerning the scope of services and necessary immediate measures as binding on the Client unless a contrary limitation has been communicated in text form.

6.  Prices Additional Costs and Payment

6.1  All prices are net prices plus applicable VAT. Services not included in the agreed scope are charged separately. These include in particular official and organiser fees, media connections, structural calculations, inspections, customs, import charges, official freight forwarding, security, special cleaning, disposal and express or special services requested by the Client.

6.2  Unless otherwise stated in the quotation, the following payment schedule applies: 50% of the order value upon award of the order, 40% before transport, dispatch or assembly begins, whichever occurs first, and 10% upon handover or acceptance. PLANAG may request demonstrable third-party costs falling due earlier before placing the relevant order or before their due date.

6.3  Invoices are due without deduction within ten calendar days of receipt unless another period is stated in the invoice. Statutory rules on default and default interest remain unaffected.

6.4  If, after conclusion of the contract, it becomes apparent that PLANAG’s payment claim is jeopardised by the Client’s inability to perform, PLANAG may withhold outstanding services and demand reasonable security or advance payment in accordance with Section 321 BGB.

6.5  The Client may set off only undisputed, finally adjudicated or decision-ready counterclaims. Rights of retention may be exercised only for counterclaims arising from the same contractual relationship. Statutory rights concerning defects remain unaffected.

6.6  If more than four months lie between contract conclusion and agreed performance start and material, energy, transport, labour or third-party costs then rise substantially for reasons unforeseeable and not attributable to PLANAG, either party may request a reasonable adjustment of the affected price component. The adjustment must be explained transparently. If the increase exceeds 10% of the total price, the Client may terminate the part not yet performed within seven calendar days of notification; services already performed and committed third-party costs remain payable.

7.  Dates Assembly Handover and Remaining Work

7.1  Dates are binding only if expressly agreed. Compliance is conditional on the Client fulfilling its cooperation and payment obligations on time and all official, organiser and on-site requirements being met.

7.2  PLANAG may provide reasonable partial performance if this does not impair the purpose of the contract. Minor decoration, signage, cleaning and rectification work may be completed up to the opening of the event, provided safety, usability, contractual operation and the overall appearance of the stand are not materially impaired.

7.3  Installation, operation and dismantling times are additionally governed by the organiser and venue rules. If PLANAG must work outside regular hours because of delays outside its responsibility, the Client bears the necessary and reasonable additional costs if the cause falls within the Client’s sphere of risk.

8.  Acceptance and Transfer of Risk

8.1  Where PLANAG’s services are in the nature of a contract for work, a joint acceptance takes place after completion. The Client must attend the agreed acceptance appointment or send an authorised representative. The result should be recorded in a handover or acceptance report.

8.2  Minor defects do not entitle the Client to refuse acceptance. Otherwise, the statutory provisions, in particular Section 640 BGB, apply. If PLANAG sets a reasonable deadline for acceptance after completion and the Client does not refuse acceptance within that period while identifying at least one defect, the work is deemed accepted in accordance with Section 640(2) BGB.

8.3  Intended use of the exhibition stand after notice of completion is an indication of acceptance unless the Client previously or promptly upon use objects and identifies a material defect. Mandatory statutory requirements remain unaffected.

8.4  Risk for the completed work passes upon acceptance. The following special provisions additionally apply to rental items and purchase parts.

9.  Rental Items Custody and Return

9.1  The rental period begins upon handover of the exhibition stand or rental item. The Client’s custody and safeguarding responsibility begins upon acceptance or actual takeover, whichever occurs first, and ends when PLANAG actually takes the items back after the event. Rental items may be used only as contractually agreed at the agreed location.

9.2  During its custody period, the Client shall protect rental items against theft, loss, damage, weather and unauthorised access. At its own cost, it shall provide stand security appropriate to value, location and risk, from no later than the end of the last setup day, throughout the event including closing and night hours, until PLANAG takes the items back. Subletting, transfer, alteration or removal from the venue requires PLANAG’s prior consent in text form.

9.3  Normal contractual wear, customary signs of use and material-related colour or surface variations do not constitute a defect or compensable damage.

9.4  During its custody period, the Client shall maintain at its own cost exhibition insurance appropriate to the replacement value and project risks, covering in particular theft, vandalism, fire and mains water, and shall provide evidence to PLANAG in advance upon request. In addition, the Client is liable under statutory law for culpably caused loss and damage. Reasonable repair costs are payable for repairable damage; for loss or economic total loss, the replacement value of an item of equivalent type, age and condition applies. Insurance proceeds, residual value and savings are credited.

9.5  Loss, damage and malfunction must be reported to PLANAG without delay. The Client may carry out repairs or alterations only with PLANAG’s consent unless immediate action is required to avert substantial damage and PLANAG cannot be reached in time despite reasonable attempts.

9.6  For late return, the Client owes the agreed pro-rata rent or reasonable compensation for use for the period of withholding, plus any further proven loss. The Client may prove that no loss or a lower loss occurred.

10.  Purchase Parts and Retention of Title

10.1  Items expressly identified as purchase parts remain PLANAG’s property until all claims arising from the relevant order have been paid in full. The Client must notify PLANAG immediately of third-party access and point out PLANAG’s ownership.

10.2  For purchase parts installed by agreement, risk passes upon handover or acceptance. For the supply of goods without installation, the statutory risk-transfer rules apply; Section 447 BGB applies only if its requirements are met and dispatch is made at the Client’s request.

10.3  Purchase parts and Client materials must be taken over before dismantling or marked for agreed onward transport. If they are not taken over and return delivery has not been agreed, PLANAG may store them at the Client’s cost and risk. From storage, the agreed storage fee and separate handling charges apply, including for inward and outward handling, inventory, packaging, order picking and internal movements; absent a price agreement, reasonable local and industry-standard remuneration applies. Except for obvious waste, imminent danger or disproportionate expense, realisation or disposal takes place only after notice and a reasonable collection period.

11.  Rights in the Event of Defects

11.1  Statutory provisions apply to defects unless otherwise provided below. The agreed specifications are decisive. With rental material, normal signs of use and material-related variations do not constitute defects.

11.2  If the Client is a merchant and the transaction concerns the supply of goods, the inspection and notification duties under Section 377 German Commercial Code (HGB) apply. For contracts for work, acceptance is decisive. Disruptions occurring during an event whose immediate remedy is necessary to prevent further damage or material operational impairment must be reported to PLANAG immediately through the named project contact.

11.3  PLANAG must first be given the opportunity to cure within a reasonable period. In accordance with statutory law, PLANAG may choose between rectification and replacement or renewed performance. If cure fails or is unreasonable, the Client has the further statutory rights.

11.4  To the extent legally permissible, defect claims become time-barred twelve months after acceptance or, for purchase parts, delivery. This reduction does not apply to claims based on intent, gross negligence, injury to life, limb or health, fraudulent concealment, an assumed guarantee, product liability law or cases in which longer periods are mandatory.

12.  Liability

12.1  PLANAG has unlimited liability for intent and gross negligence, culpable injury to life, limb or health, under product liability law, in cases of fraudulent concealment and within the scope of an expressly assumed guarantee.

12.2  For a slightly negligent breach of a material contractual obligation, PLANAG is liable for the typical loss foreseeable when the contract was concluded. Material obligations are those whose performance makes proper execution of the contract possible and on which the Client may regularly rely. Liability for slight negligence is otherwise excluded.

12.3  The liability limitations apply accordingly in favour of PLANAG’s legal representatives, employees, subcontractors and other vicarious agents.

12.4  PLANAG is not liable for loss of or damage to exhibits, valuables, cash, data carriers or other objects remaining at the stand outside PLANAG’s agreed custody unless PLANAG is responsible for a breach of duty. The Client is responsible for exhibition and transport insurance appropriate to value and risk unless PLANAG has expressly undertaken to provide insurance cover.

12.5  Where PLANAG is liable under the foregoing provisions, any contributory fault of the Client, in particular incorrect information, omitted safeguards or delayed notification of disruption, is taken into account under Section 254 BGB.

13.  Termination Cancellation and Changes to the Event

13.1  An order placed and accepted by PLANAG is binding. A Client declaration described as a cancellation, withdrawal or revocation is treated as termination. The statutory right to terminate a contract for work at will remains unaffected. If the Client terminates without good cause attributable to PLANAG, remuneration is payable under the following provisions. Termination must at least be made in text form.

13.2  The item ‘Planning and Project Management’ stated in the quotation is charged at 100% for every termination initiated by the Client after award of the order. It also remunerates design, concept and preliminary planning services already provided at PLANAG’s own acquisition risk before the order was awarded and covers only part of the overall planning and project-management effort. It is therefore not reduced pro rata even if individual detailed plans, coordination services or technical registrations remain outstanding. Only expenses actually still saved are credited.

13.3  PLANAG may calculate its termination claim specifically under Section 648 BGB. The agreed remuneration is then payable less expenses actually saved because of the termination and any applicable alternative earnings. In particular, services already performed and legally committed or no longer avoidable material, rental, manufacturing, organiser, transport, assembly, personnel and other third-party costs, including cancellation, return, storage and processing charges, are payable in full. This also applies if a supplier or service provider may validly demand 100% under its terms although its service is no longer used.

13.4  Alternatively, PLANAG may calculate the remuneration claim on a lump-sum basis. If an already confirmed contract is terminated or cancelled, 50% of the agreed net total price is charged. If termination or cancellation is received less than 60 calendar days before the agreed setup start, 80% of the agreed net total price is charged. From the start of loading, dispatch or transport to the venue, 100% of the agreed net total price is charged. If several events are relevant, the earliest event applies.

13.5  The lump sums include the item ‘Planning and Project Management’ and committed third-party costs. If the fully chargeable planning item, services already performed and committed third-party costs alone exceed the applicable lump sum, PLANAG may instead prove and charge the higher specific claim. The Client may prove that the amount owed under Section 648 BGB is materially lower. Later credits and alternative earnings actually obtained or maliciously omitted are credited.

13.6  For rental items manufactured, modified or procured for a specific project, mere continued ownership by PLANAG or theoretical later reuse does not constitute a saving. The decisive question is whether prompt and economically reasonable alternative use is actually possible; necessary dismantling, adaptation, storage and reconditioning costs reduce any benefit from reuse.

13.7  Cancellation, postponement, shortening, a change in event format or the Client’s non-participation does not affect the contract unless PLANAG is responsible. If the Client declares that it will definitively no longer accept the services, the foregoing termination consequences apply. Statutory termination and rescission rights for good cause attributable to PLANAG remain unaffected.

14.  Force Majeure

14.1  Force majeure means an event outside the reasonable control of the affected party that was not foreseeable when the contract was concluded and cannot be avoided or overcome despite reasonable measures, and that temporarily or permanently prevents performance. It may include natural disasters, war, terrorism, official prohibitions, embargoes, epidemics, major infrastructure or energy failures and strikes not internal to the affected business.

14.2  The affected party shall inform the other party without delay about the nature, expected duration and effects of the event and take reasonable mitigation measures. Affected duties to perform are suspended for the duration and extent of the impediment. Payment claims for services already performed and legally committed, unavoidable third-party, rental, procurement and cancellation costs remain due. This also applies if a supplier or service provider may validly demand 100% although its service is no longer called off or used because of the event.

14.3  If the impediment lasts more than 30 calendar days or the purpose of the contract has definitively ceased because the event date no longer applies, either party may terminate the unperformed part for good cause. Services rendered and committed costs are settled under the preceding provisions. Further claims exist only to the extent that the other party is responsible for the event or its consequences.

15.  Storage

15.1  Storage requires an express agreement, except for items not collected on time under clause 10.3. The quotation, order confirmation or warehouse receipt determines the type, scope, start, duration, storage fee and any insurance cover.

15.2  Storage fees are calculated by volume, storage space or inventory. Inward and outward handling, inventory, packaging, order picking, internal movements, repairs and transport are charged separately as handling or additional services at the agreed or, alternatively, reasonable local and industry-standard rate unless expressly included in the storage fee.

15.3  The Client shall provide only securely packed, dry and clean items suitable for the agreed storage and shall inform PLANAG of special risks. Hazardous substances, perishable goods, valuables and items with special storage requirements are accepted only by express agreement.

15.4  PLANAG owes customary professional care in storage but does not owe security, climate control, pest-free storage or insurance unless expressly agreed. Liability is governed by the Liability section.

15.5  If no fixed term is agreed, the storage agreement may be terminated on three months’ notice to the end of a month. The Client shall collect the items no later than contract end. After an unsuccessful reasonable collection period, PLANAG may continue storing them at the Client’s cost; realisation or disposal occurs only after further notice and to the extent permitted by law.

16.  Intellectual Property Client Data and References

16.1  Copyright and other intellectual property rights in designs, plans, visualisations, constructions, drawings and concepts created by PLANAG remain with PLANAG or the relevant rights holders.

16.2  Disclosure, reproduction, adaptation, implementation elsewhere or use for further events requires PLANAG’s consent unless covered by the agreed scope of use. Mandatory statutory rights remain unaffected.

16.3  The Client warrants that content, trademarks, images, fonts, data, construction specifications and other materials it supplies are free of third-party rights or that it holds the necessary rights of use. The Client indemnifies PLANAG against justified third-party claims to the extent they are based on an infringement attributable to the Client. PLANAG shall inform the Client without delay and, where legally possible, allow the Client to conduct the defence.

16.4  PLANAG may photograph or film the completed exhibition stand and use the material as a reference unless legitimate confidentiality interests, trademark or personality rights, venue or organiser requirements, or Client instructions previously communicated in text form conflict. Confidential or not yet publicly presented products may not be recognisably published without the Client’s consent.

17.  International Projects Local Rules Customs and Taxes

17.1  For projects outside Germany, mandatory local laws, technical standards, safety regulations, exhibition and venue rules, and labour, union and licensing requirements must be observed. PLANAG will point out project-relevant requirements known to it; the Client shall provide information attributable to its sphere, exhibits or event.

17.2  Unless expressly agreed otherwise, the Client bears customs duties, import charges, local taxes, approval and inspection fees and the costs of mandatory local service providers. PLANAG does not owe any particular VAT or sales-tax treatment. The parties shall reasonably cooperate with necessary evidence, registrations and customs documents.

17.3  Delays or additional costs resulting from local rules amended after contract conclusion, official measures, import restrictions or mandatory local service providers are treated under the provisions on changes to services and force majeure unless PLANAG is responsible.

17.4  Foreign-currency amounts are converted using the exchange-rate basis stated in the quotation. If no basis is agreed, actual foreign-currency costs are charged at the rate applied by the account-holding bank on the booking date, including customary bank charges.

18.  Confidentiality and Data Protection

18.1  The parties shall keep secret all commercial and technical information made accessible in connection with the project that is marked confidential or is confidential by nature and shall use it only to perform the contract. This does not apply to information that is publicly known, lawfully obtained from third parties or required by law to be disclosed.

18.2  Personal data is processed in accordance with applicable data-protection law. Details are set out in PLANAG’s current privacy notice. Where processing on behalf of a controller applies, the parties shall conclude the separately required statutory agreement.

19.  Final Provisions

19.1  The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Mandatory provisions of the country in which the services are performed remain unaffected.

19.2  If the Client is a merchant, legal entity under public law or special fund under public law, the exclusive place of jurisdiction is PLANAG’s registered office. The same applies if the Client has no general place of jurisdiction in Germany, to the extent the jurisdiction agreement is legally permissible. PLANAG remains entitled to sue the Client at the Client’s general place of jurisdiction.

19.3  If any provision of these GTC is or becomes wholly or partly invalid or unenforceable, the remaining provisions remain effective. The invalid or unenforceable provision is replaced by the applicable statutory provisions.

End of the General Terms and Conditions – Version dated 10 September 2026