TERMS &
CONDITIONS

1 Scope of Application

(1) These Terms and Conditions of EVTmedia GmbH (hereinafter: the Contractor) apply to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law (hereinafter: the Client).

(2) The Contractor's deliveries, services and offers are made exclusively on the basis of these Terms and Conditions. These Terms and Conditions also apply to all future transactions with the Client, provided that they concern legal transactions of the same or a related nature.

(3) The Client's general terms of business or purchasing terms are hereby rejected. Individual contractual agreements require text form and must be clearly identifiable as such.

2 Offers, Scope of Services and Conclusion of Contract

(1) Offers made by the Contractor are non-binding and subject to change unless the Contractor has expressly designated them as binding.

(2) The scope of the contractually owed service is determined exclusively by the Contractor's order confirmation.

(3) Drawings, illustrations, dimensions, weights or other performance data are binding only if this is expressly agreed in text form (written document, plan, email, fax).

3 Prices, Payment Terms and Default

(1) The rental and sales prices valid at the time the contract is concluded apply ex warehouse in Mayen, plus packaging, other shipping and transport expenses and the applicable value added tax.

(2) Purchase prices are due upon delivery or collection. Rental charges are due at the beginning of the rental period without deduction unless the Contractor declares otherwise. Work services are due upon acceptance by the Client. The Contractor is entitled to issue interim invoices for partial services rendered or, in the case of rental agreements, for partial time periods.

(3) Without any further declaration by the Contractor, the Client is in default 30 days after the due date if payment has not been made.

(4) In the event of late payment, the Client owes at least default interest at a rate of eight percentage points above the applicable base interest rate, plus any costs of legal enforcement. The Contractor reserves the right to claim further default damage.

4 Set-off and Right of Retention

The Client may set off claims against our claims only where such claims are undisputed, acknowledged by us or finally established by a court. The Client may exercise a right of retention only to the extent that the counterclaim is based on the same contractual relationship.

5 Warranty

(1) In the event of a breach of contractual duty, the Client has the statutory rights against the Contractor subject to the following provisions. Compensation for consequential damage caused by defects is assumed only subject to the restrictions contained in the provisions governing the Contractor's liability pursuant to Section 6.

(2) The Client has warranty claims only if it has complied with its inspection and notification duties pursuant to Section 377 of the German Commercial Code (HGB).

(3) In the event of a justified and timely notice of defects, the Client has a right to subsequent performance during the warranty period; the Contractor has the right to choose the type of subsequent performance - remedying the defect or delivering a defect-free item.

If subsequent performance fails or further attempts at subsequent performance are unreasonable for the Client, the Client is entitled to reduce the price or withdraw from the contract.

(4) If the Client is held liable by its customer or by a consumer because of a defect in the delivered goods that already existed at the time of the passing of risk or was reported by a consumer as end customer, the Client's statutory rights of recourse against the Contractor pursuant to Sections 478 and 479 BGB remain unaffected.

(5) The Client may assert claims for damages due to a defect only once subsequent performance has failed or the Contractor has refused subsequent performance. The Client's right to assert further claims for damages pursuant to Section 9 of these Terms and Conditions remains unaffected.

(6) Claims against the Contractor due to defects belong exclusively to the Client and are not assignable.

(7) The limitation period for claims based on defects is one year from the passing of risk. This does not apply where the law prescribes longer periods pursuant to Sections 478 and 479 BGB (supplier recourse), or in cases involving injury to life, body or health, intentional or grossly negligent breach of duty by the Contractor, or fraudulent concealment of a defect.

6 Liability

(1) The Contractor is liable for damage only to the extent that such damage is based on a breach of a material contractual obligation or on intentional or grossly negligent conduct by the Contractor, its legal representatives or vicarious agents. If a material contractual obligation is breached through slight negligence, liability is limited to the foreseeable damage typical for the contract. A material contractual obligation is an obligation whose fulfilment makes the proper performance of the contract possible in the first place, or on whose compliance the Client has relied and was entitled to rely.

(2) Any further liability for damages is excluded. Liability for culpable injury to life, body or health remains unaffected in accordance with the statutory provisions. This also applies to mandatory liability under the German Product Liability Act.

(3) The strict-liability claim for damages pursuant to Section 536(1) BGB is excluded.

(4) The Client is liable irrespective of fault for the destruction and loss of the rental items. The rental items are not insured by the Contractor. The Client undertakes to take out appropriate insurance, for example event liability insurance and electronics insurance, at replacement value and to provide evidence of such insurance to the Contractor upon request.

(5) The Client shall agree with its contractual partners (artists, athletes, spectators, exhibition builders, etc.) a limitation of liability corresponding in substance to the provision in this section, also for tort claims, in favour of the Contractor. If the Contractor is held liable for damages as a result of the Client's failure to implement this obligation, the Client shall indemnify the Contractor against claims for damages.

7 Place of Performance, Jurisdiction and Applicable Law

(1) The place of performance for all delivery obligations on our part and for the other contractual obligations of both parties is Mayen.

(2) This contract, these Terms and Conditions and the entire legal relationship between the Client and the Contractor are governed by the law of the Federal Republic of Germany, excluding all conflict-of-law rules and international treaties. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.

(3) Ulm is the place of jurisdiction for all disputes arising from this contractual relationship. The Contractor is, however, entitled to bring proceedings against the Client at the Client's registered office.

8 General Rental Provisions

(1) The Contractor shall make the rental items available at its warehouse on working days (Monday to Friday) between 08:00 and 17:00 in a condition suitable for the contractually agreed use for the duration of the agreed rental period.

(2) Upon handover, the Client is obliged to inspect the rental items for completeness and absence of defects and to notify the Contractor immediately of any defect or incompleteness. If the Client fails to inspect or notify, the condition of the rental items provided shall be deemed approved and free from defects unless the defect was not apparent during inspection. If such a defect becomes apparent later, notification must be made immediately after discovery. Otherwise, the condition of the rental items provided shall also be deemed approved and free from defects with respect to this defect. Notification must be made in text form (email, letter, etc.).

(3) If the rental items are defective at the time of handover, or if such a defect becomes apparent later, the Client may request rectification after timely notification. This does not apply where the Client caused the defect itself. The Contractor may satisfy the request for rectification, at its option, by providing an equivalent rental item or by carrying out a repair. The Client may request rectification only during the period specified in Section 4(1) at the Contractor's warehouse location. The Contractor may make rectification conditional upon the Client reimbursing transport, travel and labour costs if rectification involves disproportionate expense. This is generally the case where the rental items are located abroad.

(4) The rental period begins and ends at the contractually agreed times. If the rental items are returned later than agreed, the rental period ends upon their return to the warehouse in Mayen. If the rental items are collected by the Client before 13:00 or returned after 11:00, the charge for a full day is payable in each case.

(5) The Client shall inform the Contractor of the place and conditions under which the rental items will be used. Use of the rental items under increased risk (e.g. outdoor use, aerial or underwater operations) and use abroad is permitted only with the Contractor's express consent and may require additional insurance, a security deposit or compliance with further requirements. The rental items may not be used for operations whose risks are not insurable. This applies in particular to use in disaster, unrest and war zones.

(6) The rental items may be operated only by sufficiently qualified persons who know and are able to comply with the relevant safety regulations. Responsibility for selecting such persons rests solely with the Client.

(7) During use of the rental items, the Client shall ensure an uninterrupted power supply. The Client is liable for damage resulting from inadequate power quality (e.g. voltage peaks due to the use of stroboscopes, power failure, power interruptions or voltage fluctuations).

(8) The Client is obliged, at its own expense, to obtain in good time any public-law permits required in connection with the planned use of the rental items. If assembly is carried out by the Contractor, the Client shall provide evidence of the required permits to the Contractor upon request before assembly begins. The Contractor is not liable for the approvability of the Client's intended use of the rental items.

(9) The Client has a right to reduction or termination pursuant to Sections 543(2) No. 1 and 543(3) BGB only if the Contractor's attempt at rectification has been unsuccessful or the Contractor has finally refused rectification. If the Client fails to notify the defect or notifies it late, the Client may not reduce the price, terminate pursuant to Sections 543(2) No. 1 and 543(3) BGB or claim damages on the basis of the defect.

(10) The claim for damages is also excluded if the Client notified the Contractor of the defect without undue delay, but rectification was subjectively impossible for the Contractor.

(11) In the event of omitted or late notification, the Client is obliged to compensate the Contractor for the damage caused thereby. Any contributory fault of the Client in relation to the defect excludes the right of termination.

(12) If several items are rented, the Client may terminate the entire contract due to the defectiveness of an individual item only if the rental items were rented as belonging together and the defect materially impairs the contractually presumed functionality of the rental items as a whole.

(13) If the Client rents technically complex or difficult-to-operate equipment without making use of specialist personnel recommended and offered by the Contractor, the Client has a right to rectification only if it proves that the defect was not caused, wholly or partly, by operating errors.

(14) Upon return of the rental items, the Contractor confirms the number of items received and records obvious shortages. Completeness of the rental items and their freedom from damage are not confirmed. If the Contractor identifies damage to the rental items after proper inspection, the Client will be informed accordingly without undue delay.

9 Service Prerequisites and Passing of Risk

(1) Delivery obligations of the Contractor are subject to correct and timely self-supply, unless the incorrect or delayed self-supply is attributable to the Contractor.

(2) The Contractor is obliged to make partial deliveries and provide partial services only if these are of interest to the Client according to the purpose of the contract and do not cause the Contractor significant additional expense.

(3) Delivery times are approximate unless otherwise agreed with the Client. Delivery periods commence only once all execution details have been fully clarified and require the Client's obligations to be fulfilled in a timely and proper manner.

(4) If the Client defaults in accepting or collecting the delivery or service, the Contractor is entitled to demand compensation for the resulting damage; upon default of acceptance, the risk of accidental deterioration and accidental loss passes to the Client.

(5) Unless otherwise agreed, the Contractor does not owe transportation of the rental items. If the Contractor expressly agrees to transport the rental items for the Client, the Contractor may carry out the transport itself or through third parties at its own discretion.

(6) If the goods are dispatched to the Client at the Client's request, the risk of accidental loss or accidental deterioration of the goods passes to the Client upon dispatch to the Client, and at the latest when the goods leave the warehouse. This applies irrespective of who bears the freight costs.

(7) If dispatch is delayed at the Client's request, the risk passes to the Client upon notification that the goods are ready for delivery.

(8) If the Contractor has transport carried out by a third party, the Client shall primarily assert any claims for damages against the third party. For this purpose, the Client may request assignment of the Contractor's claims against the third party to the extent to which the Contractor is liable to the Client pursuant to Sections 13(1) and 13(2).

10 Cancellation and Termination

(1) Cancellation (termination of the contract by the Client before performance) is possible only in accordance with the following provision. Cancellation must be made in text form (email, fax, letter) to be effective.

(2) In the event of cancellation of an order, the Client is obliged to pay the Contractor compensation pursuant to Section 10 according to the following scale:

• Cancellation 30 days before the start of the order or the contractual start of rental: 20% of the total amount
• Cancellation 10 days before the start of the order or the contractual start of rental: 50% of the total amount
• Cancellation 3 days before the start of the order or the contractual start of rental: 80% of the total amount.
• Thereafter, 100% of the contractual rental price is due.

(3) The time of cancellation is determined by receipt of the notice by the Contractor.

(4) The obligation to pay damages does not apply to the extent that the Client proves that the Contractor incurred no damage or damage in a significantly lower amount.

(5) A rental contract may be terminated by either party for good cause, in addition to the provisions in paragraphs 1-4. This also applies to agreed additional services.

(6) Good cause in favour of the Contractor exists in particular if

• the Client's financial circumstances have materially deteriorated, for example if attachments or other enforcement measures are carried out against the Client or insolvency proceedings or out-of-court composition proceedings are applied for over its assets;
• the Client uses the rental items contrary to the contract;
• the Client is more than 5 working days in default with agreed advance or instalment payments;
• in the case of rent calculated and payable by time periods, the Client is in default with payment of the rent for two consecutive dates or with a total amount equal to the rent payable for two dates;
• the Client is in default with payment obligations under another contractual relationship to such an extent that payment of the new order cannot be expected.

11 Marketing

(1) The Client hereby grants the producer general permission to create promotional videos as part of the production. The producer is entitled to use the material for advertising purposes, including use on its own website, on social media and in other marketing channels. The Client agrees that the producer may continue to use the material after completion of the production. The Client retains the right to use the material for its own advertising purposes, provided that the producer has approved this in writing. The Client is responsible for ensuring that all persons appearing in the promotional video have given their consent to the use of the material.

12 Manner of Performance - Responsibility for the Condition of the Place of Performance

(1) The Contractor shall perform its duties and activities in close professional coordination with the Client and other persons involved in the project. However, as an entrepreneur, it is independent and not subject to instructions with regard to the work-related performance of the work or service. In particular, no organisational integration into the Client's work organisation takes place.

(2) The Contractor is not required to perform the service personally. It is permitted to engage additional service providers to fulfil the contractual service. Selection and commissioning are at the Contractor's sole discretion.

(3) Before commencing performance, the Contractor shall inspect the condition of the event venue in order to determine whether it can perform its services properly and professionally and without unacceptable risks for its employees and subcontractors. The Client is responsible for ensuring that the area in which the Contractor is to perform its contractual service is safe for traffic and use in accordance with the state of the art. The Contractor has the right to refuse its service temporarily or completely, without losing its own claims, if this prerequisite is not met. In such a case, the Client may not assert any claims for damages against the Contractor and shall indemnify the Contractor against all third-party claims, including any costs of legal enforcement.

(4) The Client shall provide the Contractor with the documents required for performance. Upon receipt, the Contractor shall review the documents provided for the execution of its work and has the right to refuse performance if they are incomplete.

(5) It is the Client's responsibility to ensure that occupational safety measures for multiple entrepreneurs and trades involved in the project are coordinated in accordance with Section 8 of the German Occupational Safety and Health Act (ArbSchG) and Section 13 of the German Ordinance on Industrial Safety and Health (BetrSV), and that the relevant accident prevention regulations are complied with.

(6) The Contractor shall carry out its work in such a way that other entrepreneurs and their employees working on the production are not obstructed or endangered. The Client shall ensure that the Contractor is likewise not obstructed in its work, and that persons are not endangered, by other persons involved in the production. The Client must arrange all necessary coordination and instructions regarding the technical and time-related workflow in good time. The Contractor cannot be held responsible for delays that are attributable, even indirectly, to external interference.

13 Cancellation and Termination

(1) Cancellation (termination of the contract by the Client before performance) is possible only in accordance with the provisions of Section 10 in conjunction with the following provision. Cancellation must be made in text form (email, fax, letter) to be effective.

(2) Services already rendered, in particular planning services, shall be remunerated in accordance with the contractual agreements or, where not expressly regulated, according to the actual effort incurred.

14 Handling of Confidential Information

(1) Confidential Information

The term "confidential information" within the meaning of this agreement includes all information concerning the Contractor, its business operations, in particular the specific plans for implementing the show and its legal, economic and other affairs, which is or has been communicated to the Client by the Contractor or by a third party on behalf of the Contractor in written, electronic, oral or other form. In particular, confidential information within the meaning of this agreement includes all information that becomes known to the Client in connection with the show planned by the Contractor. This does not include information that (i) is publicly known or becomes publicly known without fault on the part of the Client; (ii) is already lawfully known to the Client at the time of transmission by the Contractor or by a third party acting on behalf of the Contractor; (iii) is lawfully received by the Client from a third party not acting on behalf of the Contractor and who has not obtained or disclosed the information through an unlawful act; or (iv) is independently developed by the Client without using or referring to confidential information.

(2) Use of Confidential Information

The Client shall ensure that confidential information is treated as strictly confidential and used only for the authorised purpose or in accordance with later express written approval by the Contractor. The Client shall limit disclosure of confidential information within its own organisation and to third parties engaged by the Contractor on a need-to-know basis and shall not disclose confidential information to third parties outside its own organisation without the Contractor's prior written approval. The Contractor's consent is deemed granted for third parties who are necessarily involved on behalf of the Client within the authorised purpose and who are subject to professional confidentiality obligations with regard to the confidential information (i.e. lawyers, tax advisers, auditors). If the Client is legally compelled by a court decision, official order or order of a supervisory authority to disclose confidential information, the Client shall inform the Contractor thereof in writing without undue delay, unless such notification is legally prohibited. The Client shall disclose only the confidential information whose disclosure is legally mandatory and shall take all reasonably necessary steps to ensure the continued confidential treatment of the confidential information disclosed under compulsion.

(3) Ownership of Confidential Information

All confidential information and the texts, information and concepts contained therein that become known in connection with the implementation of the show remain the sole property of the Contractor. Beyond the Client's right to use the confidential information within the authorised purpose pursuant to this agreement, the Contractor grants the Client no licence, usage or other rights relating to the confidential information.

(4) No Assurance as to Completeness

The Client acknowledges that the Contractor could suffer serious damage as a result of a breach of this confidentiality agreement. The Client therefore assures the Contractor that

• it will compensate the Contractor for all damage incurred as a result of one or more breaches; and
• the Contractor may also assert claims for information and injunctive relief against the Client, whether by way of interim legal protection or in ordinary court proceedings.

(5) No Obligations to Disclose Confidential Information

Except for the obligations expressly set out in this agreement, the Contractor is not subject to any legal duties, in particular no duty to provide specific confidential information, to continue negotiations, or to disclose the reasons for accepting or rejecting an offer. There is no exclusivity with regard to the negotiations.

15 Retention of Title

(1) Delivered goods remain the property of the Contractor until final payment of all claims arising and to arise on the basis of the business relationship (goods subject to retention of title). In the case of several claims or a current account, the retention of title serves as security for the balance claim, even if individual deliveries of goods have already been paid for.

(2) In the event of conduct by the Client in breach of contract, for example default in payment, the Contractor has the right, after setting a reasonable deadline, to take back the goods subject to retention of title. Taking back the goods subject to retention of title constitutes withdrawal from the contract. After taking back the goods, the Contractor is entitled to realise them. After deduction of a reasonable amount for realisation costs, the realisation proceeds shall be set off against the amounts owed by the Client.

(3) In the event of third-party access to the goods subject to retention of title, in particular attachments, the Client shall point out the Contractor's ownership and notify the Contractor without undue delay so that the Contractor's ownership rights can be enforced.

(4) The Client is entitled to process and resell the goods subject to retention of title in the ordinary course of business as long as it is not in default. Pledges or transfers by way of security are not permitted. The Client hereby assigns in full to the Contractor, by way of security, the claims arising from resale or any other legal basis (insurance, tort) with regard to the goods subject to retention of title. The Client is revocably authorised to collect the claims assigned to the Contractor for the Contractor's account in its own name. The collection authorisation expires if the Client fails to meet its payment obligations properly, experiences payment difficulties, enforcement measures are taken against it, or insolvency proceedings are opened over its assets or opening is rejected for lack of assets.

(5) If the delivery items are processed with other items not belonging to the Contractor, the Contractor acquires co-ownership of the new item in proportion to the value of the delivery items to the other processed items at the time of processing. If the delivery items are combined or inseparably mixed with other items not belonging to the Contractor, the Contractor acquires co-ownership of the new item in proportion to the value of the delivery items to the other combined or mixed items. If, in the case of combination or mixing, the Client's item is to be regarded as the main item, it is agreed that the Client transfers proportionate co-ownership of the new item to the Contractor. The Client shall hold the co-ownership thus created in custody for the Contractor.

(6) The Contractor is obliged to release the securities to which it is entitled to the extent that the realisable value of the securities exceeds the claims to be secured by more than 10%; the Contractor is responsible for selecting the securities to be released.

16 Written Form Requirement, Mutual Consideration and Final Provisions

(1) No oral side agreements have been made. All amendments to this agreement require written form to be valid; an amendment in text form (email, fax, letter) is valid by way of exception if it is confirmed by the other contracting party in text form without undue delay.

(2) If individual provisions of this contract are or become invalid or unenforceable after conclusion of the contract, the validity of the remainder of the contract remains unaffected. The invalid or unenforceable provision shall be replaced by the valid and enforceable provision whose effects come closest to the economic objective pursued by the contracting parties with the invalid or unenforceable provision. The foregoing provisions apply accordingly if the contract proves to contain a gap.

(3) Both parties are obliged, in accordance with the principle of good faith, to show mutual consideration. They shall not do anything that could harm the other party or its reputation in public.

(4) In the event of damage, it is agreed for the protection of both parties that communication with the press and other media shall take place exclusively in coordination with the Contractor's corporate communications department (press and marketing officers).

EVTmedia GmbH, Mendig, 4 January 2023