General Terms and Conditions

 
MODULE A: IN GENERAL

1. Applicability
(1) The following General Terms and Conditions apply to all business transactions between Eschenbach
Zeltbau GmbH & Co. KG, Hoher Markstein 18-24, 97631 Bad Königshofen ( hereafter referred to as
ESCHENBACH) and its customers.
(2) These General Terms and Conditions apply to consumers, as well as to companies, legal entities of
public law or special funds under public law in as much as nothing else is expressly specified hereafter..
(3) Deviating or opposing terms or conditions by the customer will not be recognized and will be rejected,
only when ESCHENBACH expressly agrees to them.
(4) These General Terms and Conditions also apply to all future business transactions between the parties,
even then, when knowledge of deviating or opposing conditions were applied for the delivery of goods by
ESCHENBACH.

2. Order Confirmation
(1) ESCHENBACH makes non-binding offers.
(2) A legally binding offer for contract conclusion with the customer becomes binding after a written order
confirmation by ESCHENBACH. Verbal agreements are only part of this offer, when the have been confirmed
in writing by ESCHENBACH.
(3) A contract has materialized with receipt of the copy of an order confirmation signed by the customer
within seven days from having sent the order confirmation or the actual performance of the service by
ESCHENBACH.
(4) In the event of a later order confirmation by the customer, ESCHENBACH has the right to accept the
enclosed offer of the customer, but is not obligated to do so. In the event of contract acceptance, ESCHENBACH
is not bound to possible delivery deadlines and lead times from the belated offer.

3. Delivery and Risk Transfer
(1) The goods must be picked up by the customer at ESCHENBACH or at a location named by them.
(2) In the event of an agreed upon delivery to the customer, ESCHENBACH will determine the type of
transport, and the cost of which will be at customer expense. The risk of an incidental loss or incidental deterioration
of the goods while in transport is transferred to the customer, when to another location as the place
of fulfillment as named as in Chapter 1, just as soon as the goods are turned over to a transport company or
are otherwise turned over an entity for transporting.
(3) If the goods are sent by a transport company, ESCHENBACH will not be responsible for delivery delays
caused by the transport company when the goods were turned over to the transport by ERSCHENBACH
on time.
(4) Reasonable part shipments are allowed by ESCHENBACH.
(5) In the event, the owed goods are not just available in the agreed upon quantity, a replacement of equal
value may be delivered.
(6) Fundamental disruptions in operations, especially based on conditions which ESCHENBACH is not
responsible for, like lack of raw materials or in the work force, strikes, lock-outs, traffic interruptions or other
acts of God will liberate both parties from their contractual obligations.

4. Delivery Deadlines
(1) Non-compliance with agreed upon lead times and delivery deadlines by ESCHENBACH will not lead to
making the service impossible (no absolute fixed date transaction).
(2) Rights for withdrawal and/or claims for damages by the customer because of late delivery or performance
are excluded when ESCHENBACH did not act in gross negligence or by intention.
(3) In the event of delay in acceptance or other culpable violation of duties to cooperate on the part of
the customer, ESCHENBACH has the right to claim for damages resulting from that, including possible
additional expenses. Further rights for claims remain reserved. The risk if incidental loss or destruction
or the incidental deterioration of the goods is on the part of the customer at the point in time of a delay in
acceptance or other violations of the obligation to cooperate.
(4) In the event of substantial deterioration of the customer’s financial means, especially the inability to pay,
an application for insolvency or similar proceedings, the obligation to deliver becomes void.

5. Prices, Joint and Several Debtor
(1) Prices named in the order confirmation by ESCHENBACH apply. These are net-prices ex-factory plus
VAT and the cost of packaging and perhaps the cost of shipping.
(2) Price adjustments remain reserved for the scope, if until delivery of the order, the prices for raw materials,
the cost of transporting, taxation or other cost factors have an impact on the calculation, to change it when
between the time of contract conclusion and the performance under the contract more than four months
have passed by. Cost increases and lower costs of the individual cost elements will be balanced.
(3) In accordance with agreement, tent constructions, 3D-drawings and floor plans can be drawn up. If an
order cannot be realized, ESCHENBACH is entitled to charge the costs for these services to the customer.
(4) Several customers of one contract are liable in total as debtors. ESCHENBACH may make effective
declarations for or against one of them in lieu of to all.

6. Mode of Payment, Default
(1) Amounts deemed for payment by the customer are due in one amount 3 days prior to the agreed upon
delivery by bank transfer to ESCHENBACH, the account information is on the order confirmation.
(2) When pick-up by the customer, he can pay in total by either cash or bank-certified cheese.
(3) The acceptance of letters of exchange remains reserved. .
(4) The customer bears the cost for the acceptance of cheques and letters of exchange.
(5) In the event the customer is granted another method of payment others that advance payment and when
knowledge is gained about a deterioration of the financial condition of the customer, then ESCHENBACH is
authorized to withdraw from the agreed method of payment, may demand immediate payment, unless the
customer provides exigent security.
(6) In case of default payment by the customer, ESCHENBACH has the right to make the total receivable
due and payable immediately. Default interest in the amount of 8% above the individual base interest will be
agreed upon. Claims beyond this default payment damage remain reserved.

7. Offset, Payment Retention
(1) The customer is only allowed to offset payments when his counter claims are undisputed or have been
lawfully established against ESCHENBACH.
(2) In order to validate payment retention, the customer is only authorized to do that in case of counter claims
resulting from the same contractual arrangement.
(3) ESCHENBACH is not obligated to perform, when there are unpaid balances on file from former or other
current orders.

8. Special Notices
(1) Tents/tent-halls are not suitable to bear snow loads. The customer is obligated to always either heat them
properly (min. 12°C) or to clean off snow on a regular basis.
(2) The customer is obligated to immediately check the tents ground anchoring visually after storms or other
special impacts and to document it in suitable form.

9. Copyright
(1) Offers by ESCHENBACH and offer documentation, especially drawings, basic designs, static calculations
or similar documents for contractual purposes, are intellectual property of ESCHENBACH and may only
be used for other purposes and/or be passed on to third parties without prior written consent by ESCHENBACH.
(2) The customer obligates himself for confidentiality about details of the offers and their documentation and
will pass this obligation also on to third parties, who will be active in the contract activity with the consent of
ESCHENBACH, or have otherwise authorized knowledge of the offer and documentation from the customer.

10. Applicable Law, Place of Fulfillment and Place of Jurisdiction
(1) Only the laws of the Federal Republic of Germany apply under exclusion of the UN-Sales Law.
(2) Place of fulfillment is Bad Königshofen or the pick-up point named by ESCHENBACH. (3) Place of jurisdiction
for all disputes in connection with contractual arrangements is 97631 Bad Königshofen, Germany.

 
MODULE B: CONDITIONS OF SALE

1. Applicability
Modules A and B of these Terms and Conditions apply to the sale of tents/tent-halls (in standard version and
with customer specific requirements).

2.Retention of Title
(1) Until full payment is received the goods remain the property of ESCHENBACH (Title Retention).
(2) The customer has the right to resell the goods under title retention in terms of common business. In such
a case, the customer assigns the receivable proceeds of such a resale to ESCHENBACH, regardless if it’s
possible further processing before or after delivery of such goods under title retention. ESCHENBACH is
obligated to release the assigned receivables immediately when these exceed 110% of the realized value
of the receivable of ESCHENBACH against the customer. Title retention applies for as long, until all receivables
of ESCHENBACH against the customer are paid off. ESCHENBACH has the right to collect the
assigned receivables in its own name.
(3) Upon demand, the customer is obligated to provide the names of the third party debtor and to communicate
the amount of the receivable against him and provide ESCHENBACH with all further information and
documentation, to put him into a position to already now and herewith realize the terms of the assignment as
accepted. Chattel mortgaging and pledging of the goods under retention requires the prior written consent
by ESCHENBACH. Third party access to the goods under retention, especially seizure of same must be
communicated to ESCHENBACH immediately in writing by the customer.
(4) In the event the goods supplied by ESCHENBACH after their delivery deteriorate or become destroyed,
the customer assigns his claims against third parties to ESCHENBACH for these reasons in their full
amount. These are especially claims resulting from insurance relationships for insurance claims because of
the deterioration or destruction of the goods. ESCHENBACH is obligated to release these assigned claims
as far as they exceed 110% of the amount of the realizable value of the receivable of ESCHENBACH with
the customer.

3.Notification of Defects, Warranty
(1) Customer claims because of obvious material defects of the goods delivered are excluded if the defect
is not reported in writing within two weeks’ time after receipt of the goods. Claims by the customer because
of hidden material defects are excluded if the defect is not reported in writing within one year after receipt
of the goods.
(2) All hall-tents are not suitable in snow, which means that when snow is falling, the tents must be heated
otherwise tent collapse is threatening.
(3) There is no guarantee for deviation in color and differences in quality, dimensions, thickness or similar.
(4) In the event of a material defect, ESCHENBACH will provide for supplementary performance by its own
choice to eliminate the defect or supply a defect free replacement.
(5) Warranty claims can only be made within 12 months after the transfer of the risk.
(6) Used goods are exempt from any kind of warranty. This does not apply to damage resulting from injury
to life, the body or health, resulting from negligent violation of duty or resulting from intentional negligent
violation by representatives or agents of ESCHENBACH. This also does not apply to other damages which
are resulting from a gross negligent violation of duty by representatives and/or agents of ESCHENBACH.
(7) After further processing of the goods by the customer, there are no rights for claims by the customer.
Arbitrary and unauthorized changes or repairs to the goods by the customer release ESCHENBACH from
any and all warranty.
(8) The above Chapters 1, 3 and 4 do not apply if it involves customers in the sense of consumers related to
§ 13 Civil Law Code (BGB).

4. Liability
(1) In the event of intentional gross negligence by ESCHENBACH or by a representative or agent of
ESCHENBACH, ESCHENBACH becomes liable according to the legal stipulations. The same applies to
culpable violations of with contractual violations of essentials. When there is no intentional contractual
violation, the liability by ESCHENBACH is limited to the foreseeable typically imminent damage.
(2) Liability because culpable injury of life, body or health as well as liability under the product liability law
remain unaffected.
(3) When not expressly differently regulated above, liability by ESCHENBACH is excluded.

 
MODULE C: PROVISIONS FOR RENTAL

1. Applicability
(1) Modules A and C of the General Terms and Conditions apply for rental of tents/tent-halls (in standard
version or customer specific requirements).
(2) In addition, Module B of these General Terms and Conditions apply, when the rental includes an option
to buy for the customer.

2. Liability for Defects and Damage
(1) The customer has only the rights to claim for damages for the rental object when ESCHENBACH is
responsible by intention or by gross negligence or when ESCHENBACH has intentionally and in gross negligence
defaulted removal of the defect. This does not apply to injury of life, the body or health. Thus by intention,
ESCHENBACH is also liable by intention and negligence (also by its legal representatives or agents).
(2) The customer becomes liable for any damage to the rented item, even if the damage was incurred by his
employees, subtenants, visitors, suppliers and craftsmen.
(3) An inconsistent surface structure of the rental item does not represent a defect. The customer is aware
that when installing the floor system by ESCHENBACH, because of different ways of installation, types of
use and age of the flooring, a layout of an additional floor cover (e.g. carpeting, PVC, laminate or floor tiles)
is recommended.
(4) Damages to the rental item during the rental period caused by wind, storm, water, snow, fire or acts of
God and are limiting the use of the rental item does not give the customer the right for a reduction in rent and
does not obligate ESCHENBACH for removal of the damage at no cost, only when the damage resulted from
gross negligence and intentionally by the chief erector or other agents of ESCHENBACH.
(5) Liability for customer equipment or items on display of the customer are excluded, only if the damage was
caused by gross negligent behavior or by intention by the chief erector or other agents of ESCHENBACH.
(6) When strong wind is imminent, the rented item must be closed on all sides. In the winter time, the
customer must heat the rented item at the beginning of falling snow at the latest, so that snow can thaw
off, otherwise there is the danger of a collapse. If there is a collapse of the rented item because of missing
sufficient heating, the customer will be liable for that damage.

3. Cost of Cleaning
(1) Glued postings of the structure and the cover material is not allowed. Attaching of advertising material is
only allowed if it can be removed after by the customer without any damage.
(2) The removal and/or cleaning of material glued on by ESCHENBACH is a reduction in value of the material
will be charged in addition to the customer.
(3) In the event of heavy contamination of the rented item caused by (e.g. by bad weather conditions) or
contamination by unnatural causes (e.g. heaters, kitchen appliances or extreme landscape conditions)
ESCHENBACH has the right to charge the customer the extra effort of cleaning depending on the amount
of effort.

4. Entering the rented Premises
It is permissible for ESCHENBACH and/or an authorized person or agent to view the rented item at a convenient
time for the customer by prior appointment. In case of emergencies, access for ESCHENBACH is
authorized at any time.

5. Subletting
(1) Subletting is only permitted with prior written consent by ESCHENBACH. A consent given may be revoked
if there are reasons related to the person or the subtenant gives reason for it, which may lead ESCHENBACH
to a cancellation of the rental agreement without notice, in the event there are reasons applicable to
General Terms and Conditions Page 1
the person or in the behavior of the customer.
(2) In the event of an unauthorized sublet, ESCHENBACH can demand that the customer, as soon as possible
gives notice to the subtenant, however with a one month notice at the latest. If this does not happen,
ESCHENBACH may cancel the main rental agreement without notice.
(3) ESCHENBACH has the right to give its consent to subletting dependent upon an agreement for a sublet
surcharge of up to 20% of a one-time monthly rent.
(4) In the event of a sublet, the customer becomes liable for all actions or omissions of a subtenant without
regard of fault of his own.
(5) All types of a let use, not only temporary to third parties is construed as a sublet.

6. Keys
(1) At the time of hand-over of the rented item, the customer will receive door keys. The number is dependent
upon the size of the object rented and the number of doors.
(2) After the rented item has been taken down, the customer is obligated to turn the keys received in, to the
chief erector of ESCHENBACH and/or the main responsible person of a subcontractor. Otherwise ESCHENBACH
has the right to invoice the loss in the amount of € 15.00 per door key.
(3) Every loss of a door key must be reported to ESCHENBACH immediately. In case of the loss of a key for
a lock system or non-return of such a key, ESCHENBACH at the expense of the customer, will arrange for
the complete exchange of the relevant locks or the entire lock system. This does not apply when it may be
assumed that missuses of the lost keys can be excluded.

7. Insurance
(1) The customer has to cover all risks like wind, water, snow, fire or acts of God with proper insurance for an
amount equal to the value of the rented item.
(2) Upon demand by ESCHENBACH, the customer has to provide written proof for this.

8. Termination
(1) ESCHENBACH has the right to terminate a longer term rental agreement in a normal manner at the latest
on the third workday of a calendar month for the end of the month following.
(2) The legal requirements will apply for the termination for an important reason. Termination must be in
writing.
(3) ESCHENBACH has the right to termination without notice when,
-the customer defaults monthly rental payments for more than one month,
-the customer is several times in arrears with significant parts of the rent in spite of reminders,
-there is a substantial deterioration or sizable risk in the financial situation of the customer and in such case,
claims and interests of ESCHENBACH are endangered.
-the customer has used the rented item contrary to contractual terms,
-according to Point 7, the customer has not provided written proof of suitable insurance to ESCHENBACH
within two weeks.
-ESCHENBACH has not been properly and truthfully informed or was willfully deceived about the purpose
or use of the rented item, the panned event, especially about the character-, the organizer and/or the guests.

9. End of the Rental Term
At the end of the rental term the tenant relationship is not prolonged for an undetermined length of time when
the customer continues the use of the rented item and one of party to the agreement does not object, § 545
Civil Law Code (BGB) does not apply.

 
MODULE D: CONDITIONS FOR SETTING UP AND TAKING DOWN

1. Applicability
Module D of these Terms and Conditions applies when an agreement was made with the customer in addition
to either purchase or rental of the structure and/or the taking down of tents/tent-halls (in their standard
version or customer specific requirement).

2. Official Permits, Construction Records
(1) If required under construction laws, the customer is obligated to give notice for a construction and/or
applies for a building permit and to obtain the permit on time. The customer is obligated to forward an official
examination booklet after completed acceptance inspection to ESCHENBACH without delay.
(2) The contractual relationship will not be affected by an official decline or a delay for official requirements
and will not release the customer from his obligation to accept and pay.
(3) The cost for the instruction booklet is not included in the pricing of the offer, but will be invoiced to the
customer separately. Expenses and fees for the transcript of instruction booklets and the required official
authorization have to be borne by the customer.
(4) In the event of loss of the inspection booklet the customer will be charged EUR 2,500 plus VAT for their
replacement.

3. Conducting Erecting and Taking Down
(1) The customer is solely responsible for the construction site. The customer must provide the necessary
help.
(2) The construction site must be accessible for heavy trucks and other vehicles to drive on. Waiting times
and other expenses which the customer is responsible for will be at extra charge.
(3) The customer is obligated to rent forklifts or mobile cranes which are needed for loading and unloading
as well as mounting or taking down of the rented item at his own expense. The customer must ensure that
forklifts and mobile cranes are available on time for unloading and the beginning of erecting and taking
down, in coordination with ESCHENBACH a suitable forklift or mobile crane will be provided.
(4) Waiting times and other expenses which the customer is responsible for will be at extra charge. For the
delayed arrival of the forklift transport of more than 0.5 hours, waiting times of EUR 30.00 per hour will be
charged per hour for a technician.
(5) Minor delays in time by ESCHENBACH do not release the customer from his obligation to pay and
especially do not give the right for arbitrary erecting or taking down of the item under contract without the
chief erector of ESCHENBACH. In case of a violation a contract-fine of EUR 1,000.00 is due immediately.
The right for assertion of a higher damage remains reserved.
(6) The connections and their distribution for water, waste water and electricity as well as fire extinguishers
and emergency lighting (emergency battery radiator and emergency exit illumination) will be provided by
the customer on location.
(7) The price calculation by ESCHENBACH is done under the assumption of a level ground when there are
no other indications made for a separate sub-structure. Additional expenses which are incurred by a required
sub-structure will be at extra charge to the customer, depending on the extent of it.
(8) Tents and tent-halls must be securable with ground spikes (100 cm). If shorter spikes are used, then
the customer must notify ESCHENBACH in writing at least seven days prior to erecting. In the event that
anchoring with spikes is not possible, heavy duty dowels from ESCHENBACH can be used. On a concrete
floor, heavy duty dowels can be used, this will be charged at € 15.50 apiece. Sealing of the drill holes must
be performed by the customer on location.
(9) If anchoring is in principal impossible, then it can be replaced by hinged heavy duty feet or superimposed
load, which will be charged separately. This must be communicated by the customer at least seven days in
writing prior to erection, otherwise the customer must assume the cost of waiting times.

4. Building Ground Risks
(1) The customer bears the building ground risks for possible damage to grass or on the construction site,
e.g. in bad weather conditions. The site must be suitable for construction, (e.g. free of snow) and must have
at least 2 meters of space all around for mounting.
(2) At his expense, the customer warrants proper access to the construction site as well as the qualification
for the technicians for the use of the item contracted for. The customer warrants the storage of transporting
material and for empty containers which can be stored immediately close to the construction. Otherwise the
customer must bear the cost for interim storage.
(3) If there are electric lines, gas pipes, water- or wastewater pipes above or below the ground or other obstacles
present at the construction site, the customer must remove them prior to the begin of the construction
or to provide ESCHENBACH with written documentation which reveals the exact courses these lines are
taking and at which depth. The customer is liable for not observing these duties or if incorrect plans of lines
underground are created. If a suitable plan of underground lines is not available at the beginning of construction
and the customer agrees to commence construction, then he bears the cost for damage to these lines
unless it was caused by intentional and gross negligence by ESCHENBACH.
(4) In the event of locking stone pavement the fastening points must be drilled for fixing the rental item
whereby stones might be damaged. The customer bears the cost for the damage and the restoration of
the surface.
(5) If the construction takes place in the wintertime and heating is not supplied by ESCHENBACH under the
contract terms, then the customer is obligated to provide the required tent heating equipment already during
the period of construction in order to avoid snow loads for the individual tents/tent-halls so that with closing
of the individual tents/tent-halls with tarps, heating can commence forthwith, independent of when the
handover to the customer may occur. During taking down in the wintertime, the tarps must be free of frost.
(6) ESCHENBACH will not assume liability for wave formations of the floor coverings because of influence
by frost or heat which may appear during construction or take-down. Subsequent work which might be
necessary during – or after construction is charged to the customer depending on the amount of effort.
These may occur, caused in the phase of construction by initial heat and/or at the beginning of the fair. Depending
upon environmental influence the adhesive power of the double sided adhesive tape may change
so that proper adhesion cannot be warranted.
(7) Electricity lines needed for tent illumination and other installations must be placed for the tent by the
customer with a sufficient capacity with a switch cabinet. The connection values as required by ESCHENBACH
will need to be communicated to ESCHENBACH if required prior to commencing construction.

5. Final Inspection
(1) Final inspection for the contractual service is made at the point of completion of the structure under
contract. Partial inspections will not take place.
(2) A protocol is issued about the final inspection which will be signed by both parties.
(3) If the contractual item is nor inspected in time, even when all services were completed and are free of any
fault, ESCHENBACH has the right and choice to demand consideration, claim for damages or to terminate
the agreement because of non-fulfilment. In addition and irrespective of the possibility to claim for higher
actual damage, namely 30 % of the contract value without presenting proof for damages. The customer may
produce proof that damage was to a lesser degree.

6. Changes of Service
(1) The customer may demand changes in content and in scope of the services. This also applies to already
delivered and performed parts.
(2) ESCHENBACH shall, if the changes are only minor determine the imminent delay in time for those
changes and determine the time delay and the extra effort and the parties shall agree on the respective
adaptation of the contract. If the parties cannot find an agreement, then ESCHENBACH has the right to
reject the request for changes or a follow-up order for an additional minimum surcharge of 25% but only a
maximum of 50% of the order value.

7. Liability for Defects
ESCHENBACH is liable for material defects and legal deficiencies according to the provisions of the Civil
Law Code (BGB) for the contract. ESCHENBACH first has the possibility of a right for rectification, if it fails
the customer has further rights for defects (self-repair, withdrawal, reduction, damages).

8. Liability
(1) ESCHENBACH is liable – excepting violations of significant contractual obligations, for injury to life, the
body or health or for claims related to the product liability law – only if intentional or with gross negligence
applies.
(2) Significant contractual duties are those, which fulfillment is necessary to obtain the purpose of the contract.

9. Termination
(1) If the customer makes use of his right to terminate according to § 649 Sec.1 Civil Law Code (BGB)
ESCHENBACH has the right to invoice a lump sum amount: - up to 2 days prior to begin of construction –
100% of the net contract value - 3 to 7 days prior to begin of construction – 75 % of the net value of the order
- 8 to 14 days prior to construction begin – 50 % of the net value of the contract value.
(2) The customer has the right to prove that compensation by ESCHENBACH is lower, according to § 649
Sec, 2 Civil Law Code (BGB).

Eschenbach Zeltbau GmbH & Co. KG
Hoher Markstein 18 – 24
97631 Bad Königshofen

Contact us

Bad Königshofen

Phone: +49 (0) 9761 900-0

Mail: info@eschenbach-zeltbau.de