General Terms and Conditions of Lease
of BTL Veranstaltungstechnik Berlin GmbH
Amtsgericht Berlin (local court) - HR B 35 514 Managing Director: Jürgen Schroer 1. General
a) The following general conditions of lease are part of all our offers and contracts regarding leasing and shall also be applied to all future leasing contracts with us. As far as there are deliveries and performance (e.g. program compilations, planning, construction and assembly work) on the basis of a leasing contract which is carried out, our General Terms and Conditions shall also apply in this context. Our General Terms and Conditions of Lease shall apply exclusively. b) We do not recognize any conditions of the lessee which are in opposition or deviate from our conditions of lease, unless we have explicitly consented in writing to their validity. Our conditions of lease shall also apply when we have knowledge of conditions of the lessee which are in opposition or deviate from our conditions of lease and lease the object without reservation. All agreements which are made between the lessee and us for the purpose of carrying out this contract are laid down in writing in this contract. c) Our offers are subject to confirmation unless they have been explicitly marked as binding. The leasing contract only comes into existence with our order confirmation or when the leased object is handed over.
2. Leased Object
The individual devices listed in our order confirmation are the subject of the leasing contract. We reserve the right to replace the devices listed with other devices of the same quality.
3. Leasing Period, Leasing Price, Deadlines, Force Majeure
a) The leasing period commences and ends at the times stated in the respective leasing orders. If the start of the leasing period is not explicitly stated, the leasing period commences when the object is received by the lessee. b) The leasing price to be paid is stated in the leasing order. If a leasing price is not included, the leasing price which is usually invoiced by us for the leased device shall apply. c) If the leased device is not delivered on time by us, the lessee shall grant us an appropriate period of grace. d) If the lessee does not accept the leased device on time or if the lessee negligently breaches other duties of cooperation, we shall be entitled to demand compensation for the damage we have thus incurred including any increased expenses. We reserve the right to make more extensive claims for compensation. e) War, strikes, lock-outs, lack of raw materials and energy, operational and transport interruptions and instructions from a higher authority – even if they make the execution of the business concerned uneconomical for the foreseeable future – as well as all cases of force majeure, any of which could also affect our suppliers, release us for the duration of the interruption and the scope of their effects from our duty arising from the leasing contract. Such events entitle us to withdraw entirely or partly from the contract without granting the lessee the right to compensation.
BTL VERANSTALTUNGTECHNIK Berlin GmbH | Besselstraße 14 | D-10969 Berlin | 030-25 39 25 - 0 | www.BTL.info -1-
a) The dispatch of the leased object is made in standard packaging only. If the lessee requests the leased object to be dispatched to a different place than the agreed place of fulfillment, the risk is transferred to the lessee when the leased object is handed over to the transport company or when the leased object is loaded onto vehicles of the company ordering the leased object in order to transport the leased object to the lessee. The dispatch route and the transport means shall be determined by us unless otherwise agreed. This also applies when the transport means and the transport company are selected by us and when the transport costs are exceptionally borne by us. If the dispatch should be delayed due to reasons for which the lessee is responsible, the risk shall be transferred to the lessee on the date when the lessee receives the notification of the readiness to dispatch. b) The lessee shall make complaints with respect to transport damage directly to the transport company within the special time periods stipulated herefor.
4. Dispatch, Packaging, Insurance
5. Payment of the Leasing Price
a) If the leasing price is to be paid pursuant to the leasing order in a single payment, the leasing price shall be paid without delay after invoicing. If the leasing price is invoiced on a monthly basis, the leasing price shall be paid monthly in advance. b) We are not obliged to accept checks or bills of exchange. Checks and bills of exchange shall only be accepted conditionally as payment of the debt. c) If the customer defaults with a payment incumbent on him, we shall - irrespective of whether further default damage is claimed - be entitled to invoice default interest at the rate of 5 % above the base rate according to § 247, German Civil Code (Bürgerliches Gesetzbuch – BGB) for business with consumers and at the rate of 8 % above the base rate according to § 247, BGB, for business with companies. d) Rights of retention are excluded for business with traders unless the counterclaims of the lessee are undisputed or have become res judicata. Setting off a claim with counterclaims is excluded unless it takes place with a debt which has been recognized by us or has become res judicata. e) If there are doubts concerning the lessee's solvency, particularly if there are payments in arrears, we can irrespective of further claims request securities and revoke agreed payment targets.
6. Warranty, Compensation
a) If there are justified complaints due to defects of the object, we shall depending on our choice rectify the defect, replace the defective object with a faultless one or release the lessee from the contract. If we have decided to rectify the defect or to replace the defective object with a faultless one and if it has been determined that this has failed conclusively, the lessee shall also be entitled to demand a termination of the leasing relationship instead of a reduction of the leasing price. b) If the object is examined upon the request of the lessee and if the object does not show any defects during this examination, the lessee shall reimburse the expenditure which we thus incurred or which came about due to work on the object. c) If the lessee further processes the object or carries out modifications thereto, a warranty based on defects in the object is excluded.
BTL VERANSTALTUNGTECHNIK Berlin GmbH | Besselstraße 14 | D-10969 Berlin | 030-25 39 25 - 0 | www.BTL.info -2-
d) As far as nothing else is agreed in this contract, the following applies for our liability: We are liable – irrespective of the legal grounds – pursuant to the statutory provisions if we have caused the damage intentionally or with gross negligence or if we have culpably breached an essential contractual duty. The liability is not excluded: - if we have especially guaranteed a certain feature of a leased object or if we have fraudulently concealed a defect; - if a mortal or personal injury and injury to health of the lessee occurs, which injury results from a negligent breach of duty or an intentional or negligent breach of duty by a statutory representative or a vicarious agent of the lessor; - when the liability for compensation is limited to the foreseeable, typically occurring damage in the case of a grossly negligent breach of duty by a vicarious agent or a slightly negligent breach of an essential contractual duty. Otherwise our liability is excluded, in particular for slight negligence. e) Compensation claims of the lessee due to delays or the impossibility to lease are limited in their amount, except for cases of gross negligence or intent, to the agreed leasing price of the delayed or missing object.
7. Use and Maintenance of the Leased Object
a) The lessee is obliged to use the leased object with due care and in the proper way and in particular to observe carefully the instructions for use and the recommendations for maintenance and care which were supplied with the leased object. The lessee is furthermore obliged to preserve the leased object in the contractual state. b) The serial numbers, manufacturer signs and other identification means which are attached to the leased object may not be removed, covered or distorted in any way. c) The lessee is only entitled to make modifications, installations, extensions and similar things to the leased object with our prior written consent. Upon our request, the lessee shall be obliged upon termination of the leasing contract to reproduce the previous state of the leased object and bear the costs herefor. If we do not make use of this right when the contract is terminated and if the lessee returns the leased object in the state produced by him, the lessee cannot demand reimbursement of the costs it incurred for the modification, installation, extension and similar things made to the leased object. d) The lessee is responsible for all damage which occurs due to improper use of the leased object.
8. Loss of the Leased Object
a) The lessee bears the risk of an accidental loss and an accidental deterioration of the leased object for the duration of the leasing contract. Such events do not release the lessee from observing the duties it accepted in the leasing contract, in particular the payment of the leasing price. The lessee is obliged to inform us in writing without delay should one of these events occur. b) If the loss or the deterioration of the leased object is within the control of the lessee, the lessee is obliged, depending on our choice, to put the leased object back in its contractual state or to replace the leased object with another one of a similar quality and to transfer to us the ownership thereof or to reimburse us with the value of the lost or deteriorated leased object. If we make use of the reimbursement of the value, we shall, if possible, give to the lessee a leased object of a similar quality in order to continue the leasing relationship. c) The lessee assigns to us already now any future claims for insurance, to which the lessee is entitled from concluded insurance policies, in the event that the leased object is lost or deteriorates due to reasons within the lessee's control.
BTL VERANSTALTUNGTECHNIK Berlin GmbH | Besselstraße 14 | D-10969 Berlin | 030-25 39 25 - 0 | www.BTL.info -3-
9. Third-Party Rights, Duties to Inform
a) The lessee is obliged to keep the leased object free from all – possibly third-party - rights made to the leased object. If a claim to such rights is made, the lessee must inform us thereof without delay. The lessee shall inform us in particular without delay via telephone of any threatened or already implemented pledge, seizure or other third-party influence on the devices (e.g. by means of an execution) and confirm this to us in writing or via facsimile within twenty-four (24) hours. The lessee shall make our rights of ownership clear to any third party and shall explicitly inform third parties of this, if necessary. b) The lessee shall bear all costs for defending rights claimed by third parties.
10. Return of the Leased Object
a) After the end of the leasing period the lessee shall duly return to us without delay the leased object at the lessee's expense and risk. b) If the return of the leased object is delayed by the lessee, the lessee shall, irrespective of any further duty to pay compensation, pay as a minimum the agreed leasing price until the leased object is returned. c) If the leased object is not returned in a proper state, the lessee shall compensate us for the damage we have thus incurred, in particular pay the agreed leasing price for the duration of a possible repair.
11. Rescission of the Lessee
If the lessee – irrespective of the legal reason – rescinds from the leasing contract, the declaration of the rescission must be received by the lessor seven (7) days before the agreed leasing date at the latest. If the rescission takes place at a later date, the lessee is obliged to pay the full leasing price for each leasing day utilized and 50 % of the agreed leasing price for any remaining leasing days without evidence of any damage unless the lessor has failed to deliver the object.
12. Place of Fulfillment, Court of Venue, Invalidity
a) Düsseldorf is the place of fulfillment and payment for all duties arising from the leasing contract. b) If the lessee is a trader listed in the commercial register, the court of venue for all disputes arising from the leasing contract, including its validity, shall be depending on our choice Düsseldorf or the general court of venue of the lessee. c) Should individual provisions of the above terms and conditions be or become invalid, the validity of the other provisions of the contract shall not be affected hereby.
BTL VERANSTALTUNGTECHNIK Berlin GmbH | Besselstraße 14 | D-10969 Berlin | 030-25 39 25 - 0 | www.BTL.info -4-