Status: January 2025
§ 1 Scope
(1) Our General Terms and Conditions of Purchase ("GTC") apply to the ordering and delivery of goods, services, and/or works. (2) Our GTC applies exclusively; conflicting or deviating terms and conditions of the contractual partner ("Supplier") shall only apply if we have expressly accepted them in writing. Our General Terms and Conditions (GTC) shall also apply if we accept the Supplier's delivery unconditionally, knowing of conflicting or deviating terms and conditions of the Supplier, unless we have expressly waived the validity of these GTCs. (3) Our GTC applies only to entrepreneurs within the meaning of § 14 BGB.
§ 2 Offer, Offer Documents
(1) If the Supplier does not accept our order within 14 calendar days after receipt, we may revoke it. (2) All property and copyrights to the concepts, illustrations, drawings, calculations, and other documents (hereinafter "Work Results") created and/or developed by Viridis shall remain the exclusive property of Viridis Events. These documents may not be made available to third parties without our prior written consent. They may only be used by the Supplier for the execution of our order. They must be kept confidential from third parties; the provisions in Section 11, paragraph (1) shall additionally apply. (3) Upon request and at the latest after execution of the order, the Supplier shall return and/or delete all Work Results and/or copies thereof to us without request, regardless of whether these are in physical, electronic and/or any other form. The deletion of the Work Results and/or copies thereof must be confirmed in writing by the Supplier upon request of Viridis. The Supplier waives any right of retention to such documents.
§ 3 Remuneration, Payment Terms, Prohibition of Assignment
(1) The remuneration stated in the order is binding. Unless otherwise agreed in writing, in the case of the ordering of goods and works, delivery shall be "free domicile," including packaging and shipping insurance. The return of packaging requires a special agreement. Statutory VAT is also included in the remuneration. (2) Unless otherwise agreed in writing, we shall pay the agreed remuneration within 14 working days of complete, proper, and timely delivery or performance (and – for works – after acceptance of the work) as well as receipt of a proper, verifiable invoice with 3% discount or within 45 days of receipt of the invoice net. (3) Invoices are only considered proper if they indicate the responsible purchaser or contact person by the specifications in our order; the Supplier is responsible for all consequences arising from the non-fulfillment of this obligation unless he proves that he is not responsible for it. (4) The remuneration stated in the order includes all deliveries and services to be provided by the Supplier, including all Work Results (see § 8 below) and any other related expenses, unless otherwise agreed in writing. (5) Payments made by us do not constitute recognition that the deliveries and/or services provided by the Supplier are following the contract. (6) The Supplier may demand partial payments for contractual services rendered by the agreed-upon payment schedule. The services rendered must be demonstrated with an itemized statement that enables a quick and reliable assessment of the services. (7) We shall be entitled to rights of set-off and retention to the statutory extent. (8) The Supplier is not entitled to assign his claims against us or have them collected without our written consent. This does not apply in the case of an effective agreement of an extended retention of title by the Supplier. § 354a HGB remains unaffected.
§ 4 Delivery Time, Delay
(1) The delivery time stated in the order is binding. (2) The Supplier is obliged to notify us immediately in writing or in text form if circumstances occur or become apparent to him that indicate that the agreed delivery time cannot be met. (3) If the Supplier is in delay, we shall be entitled to claim a lump sum compensation for delay amounting to 1% of the order value per started week, but not exceeding 5% of the order value. Further statutory claims, in particular withdrawal and/or damages, remain unaffected. The Supplier is entitled to prove that no or only a significantly lower damage has been incurred by us as a result of the delay.
§ 5 Place of Performance, Shipping, Documents
(1) The place of performance for deliveries and services of the Supplier shall be the delivery address specified in the order. Unless otherwise agreed in writing, delivery shall be made free to the place of performance. If no delivery address is specified in the order and the place of performance cannot be determined from the nature of the contractual obligation, our business address shall be deemed the place of performance.
(2) The Supplier shall pack and ship the goods correctly and in accordance with regulations. Delivery notes or packing slips must be enclosed.
(3) The Supplier is obligated to indicate the responsible contact person specified in our order on all shipping documents and delivery notes. If the Supplier fails to do so, any resulting delays in processing shall not be our responsibility.
§ 6 Acceptance of Work Services, Inspection for Defects, Liability for Defects
(1) Acceptance of work services shall take place at the agreed delivery time. If no delivery time has been approved, acceptance shall occur after completion of the work. Fictional acceptance is expressly excluded; acceptance by us must be made in writing, by email, or by fax. An exception applies in cases where we use the work provided to us for its intended commercial purpose for more than 14 calendar days outside of agreed-upon test processes and/or procedures.
(2) We are obligated to inspect deliveries and services within a reasonable period for any quality and quantity deviations. A notice of defect is considered timely if it is received by the Supplier within 5 working days from receipt or, in the case of hidden defects, from the date of discovery. In the case of work services, we shall declare acceptance after the inspection is completed, provided that the service is free of defects.
(3) Statutory claims for defects shall remain fully available to us; in any case, we are entitled to demand, at our discretion, the rectification of the defect or delivery of a new, defect-free item. The right to claim damages, particularly compensation instead of performance, is expressly reserved.
(4) We are entitled to remedy the defect ourselves at the Supplier's expense if the Supplier is in default of supplementary performance.
(5) The limitation period for claims due to defects in work services shall be 36 months from acceptance.
(6) In the case of a consumer goods purchase, the provisions of §§ 478, 479 BGB shall remain unaffected.
§ 7 Liability, Indemnification, Insurance
(1) The liability of the Supplier for damages caused by them in the execution of the order shall be governed by statutory provisions and shall be unlimited in amount.
(2) The Supplier shall inform us without delay of any damages they have caused.
(3) Insofar as the Supplier is responsible for a product defect, they are obliged to indemnify us upon first request against claims for damages by third parties, to the extent that the cause lies within their sphere of control and organization and they are liable in the external relationship.
(4) As part of their liability for damages as defined in para. (3) the Supplier is also obliged to reimburse us for any expenses according to §§ 683, 670 BGB or according to §§ 830, 840, 426 BGB arising from or in connection with a legally conducted recall campaign by us. We shall inform the Supplier, where possible and reasonable, in advance about the content and scope of such a recall measure and give them the opportunity to comment.
(5) The Supplier shall also be liable under paras. (1) and (3) for all damages caused by their employees and other agents, even if they have selected and instructed them with due care.
(6) The Supplier is obliged to take out liability insurance in an industry-standard amount. They shall provide proof of this upon request.
§ 8 Work Results, Intellectual Property and Copyrights
(1) The Supplier guarantees that the deliveries and/or services provided by them are free from third-party rights.
(2) If we are held liable by a third party in this regard, the Supplier shall be obliged to fully indemnify us against such claims upon first written request; in the case of claims for damages by the third party, the Supplier retains the right to prove that they are not at fault for the infringement. Further statutory claims shall remain unaffected. If a third party initiates extrajudicial and/or judicial proceedings against Viridis in connection with alleged rights violations relating to the deliveries and/or services provided by the Supplier to Viridis, Viridis shall be entitled to defend itself appropriately with legal counsel and claim full reimbursement of these costs from the Supplier.
(3) The Supplier shall deliver to us all work results owed under the order without undue delay after their creation or notify us in writing or in text form. "Work results" in this sense shall mean all results and findings, including protectable results, that arise from the execution of the ordered deliveries and/or services by the Supplier and/or a third party engaged by them, in particular works, concepts, graphics, reports, scripts, software, and other documentation.
(4) The Supplier shall ensure that – to the extent legally possible – ownership of these work results can be transferred to Viridis. In particular, they shall not register any intellectual property rights for themselves or third parties nor publish details of the work results without the prior written consent of Viridis.
(5) The work results shall, to the extent legally possible, become our property. In addition, the Supplier grants us the irrevocable, exclusive, transferable, sub-licensable, and unlimited right in terms of time, territory, and content to use, reproduce, modify, edit, publish, and/or exploit the work results in any form by ourselves or through third parties. Upon our request, the Supplier shall grant us this usage right in writing.
(6) The rights to work results transferred to us by the Supplier under these ABB are compensated for by the remuneration specified in the order unless otherwise expressly agreed.
(7) The Supplier shall not assert any intellectual property and/or copyright claims against us concerning the work results. They shall ensure the same for their agents.
§ 9 Provision of Items
(1) Items provided by us to the Supplier shall remain our property. The Supplier shall store them separately from their own items and at no cost. Their use is permitted exclusively for the execution of our order.
(2) Paragraph (1), sentence 1 applies accordingly insofar as we supply materials and/or parts to the Supplier. The processing or transformation of the provided items by the Supplier shall be carried out on our behalf. If our reserved goods are processed together with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of our reserved goods (purchase price plus VAT) to the other processed items at the time of processing.
§ 10 Duties of Care and Notification Obligations of the Supplier
(1) If we have informed the Supplier of the intended purpose of their delivery and/or service, the Supplier shall be obliged to notify us without delay if the respective deliveries and/or services are not suitable for fulfilling this intended purpose. The same applies if the intended purpose is evident to the Supplier even without explicit notice.
(2) The Supplier shall ensure that their delivery and/or service complies with the applicable environmental protection, accident prevention, occupational safety regulations, safety standards, and other legal requirements in force in the Federal Republic of Germany.
(3) When performing their services, the Supplier shall take all required and prescribed safety precautions to prevent damage to persons and property. Furthermore, they shall take all necessary traffic safety measures such as barriers, lighting, scaffolding, railings, warning signs, and power safeguards.
(4) If cooperation actions owed by us are not carried out or are insufficient, the Supplier is obliged to inform us without delay in writing if this jeopardizes the execution of the order. If the Supplier fails to do so, they may not refer to the omitted cooperation.
(5) If our client requires us to comply with specific codes of conduct, the Supplier shall also be obliged to comply with them. These codes of conduct will be presented to the Supplier for acknowledgment on a case-by-case basis.
§ 11 Confidential Information, Non-Disclosure, Public Communication
(1) The Supplier is obligated to treat as confidential any "Confidential Information," exceptionally non-public commercial and/or technical information, documents, and work results of Viridis that become accessible or known to them in connection with the order and/or its execution. Such information may only be used to perform the ordered delivery and/or service. Disclosure of Confidential Information to third parties requires our prior express written consent. The Supplier shall contractually obligate its vicarious agents to maintain confidentiality accordingly.
(2) The obligation of confidentiality under paragraph (1) shall continue to apply after execution of the order. However, it shall expire if and to the extent that the knowledge contained in the Confidential Information
(1) becomes publicly known,
(2) Viridis grants prior written consent to the Supplier for the specific case of disclosure to a third party,
(3) the Supplier received such Confidential Information from a third party before the conclusion of this agreement or subsequently receives it from a third party without violating this agreement, provided that such third party lawfully came into possession of the information and does not breach any binding confidentiality obligations through its disclosure, or (iv) the Supplier is required by order of a competent court, authority, or other body, or by law or applicable stock exchange regulations, to disclose the Confidential Information, whereby the Supplier must take all reasonable steps to prevent or limit the extent of the disclosure.
(3) If the Supplier considers itself obligated to disclose Confidential Information under paragraph 2.4, it shall—where legally permissible—notify Viridis Events e.K. in writing in due time before disclosure so that Viridis may take legal steps to prevent such disclosure. In this notice, the Supplier shall inform Viridis in an appropriate form—e.g., through a written opinion by legal counsel—what specific Confidential Information must be disclosed. The Supplier shall only reveal that part of the Confidential Information which is legally required to be disclosed.
(4) The Supplier is not permitted to record, reproduce, or report on events conducted by us in any visual and/or audio format without our prior written consent.
(5) When naming references or making publications, regardless of the form (advertising, announcements, press releases, public statements, etc.), the Supplier may not name or otherwise use the name of our agency, photos, films, event content, or the company names, brands, logos, claims and/or product names of our clients without our prior written consent.