General terms and conditions of purchase

General Terms and Conditions of Purchase 
Viridis Events e.K.

§ 1 Scope
(1) Our General Terms and Conditions of Purchase (“GTC”) shall apply to the purchase and delivery of goods, services and/or work.
(2) Our GTC shall apply exclusively; any terms and conditions of the contractual partner (“Supplier”) that conflict with or deviate from our GTC shall only apply if we expressly recognize them in writing. Our GTC shall also apply if we accept the Supplier's delivery without reservation in the knowledge that the Supplier's terms and conditions conflict with or deviate from our GTC, unless we have expressly waived the application of these GTC.
(3) Our GTCs shall only apply to entrepreneurs within the meaning of § 14 BGB.

§ 2 Offer, offer documents
(1) If the supplier does not accept our order within a period of 14 calendar days after receipt, we may revoke it.
(2) All property rights and copyrights to the concepts, illustrations, drawings, calculations and other documents (hereinafter referred to as “work results”) created and/or developed by Viridis shall remain the sole property of Viridis Events e.K. These documents may not be made accessible to third parties without our express prior written consent. They may be used by the supplier exclusively for the execution of our order. They must be kept secret from third parties; in this respect, the provision in the following § 11 (1) shall apply in addition.
(3) The supplier shall return and/or delete the work results and/or copies thereof referred to in (2), regardless of whether they are in physical, electronic and/or other form, at our request at any time, but no later than after the order has been carried out, without being asked to do so. The deletion of the work results or their copies shall be confirmed in writing by Viridis upon request. The Supplier waives any right of retention to such documents.

§ 3 Remuneration, terms of payment, prohibition of assignment
(1) The remuneration stated in the order is binding. In the absence of a written agreement to the contrary, the delivery of goods and work services is “free domicile”, and packaging and transportation insurance are included in the remuneration. The return of packaging requires a special agreement. The statutory value added tax is also included in the remuneration.
(2) Unless otherwise agreed in writing, we shall pay the agreed remuneration within 14 working days, calculated from the date of complete, proper and timely delivery or performance (and – in the case of work performance – after acceptance of the work) and receipt of a proper, verifiable invoice, with 3%
discount or within 45 days of receipt of the invoice net.
(3) Invoices are only deemed to be in order if they state the name of the responsible purchaser or contact person in accordance with the specifications in our order; the supplier is responsible for all consequences arising from non-compliance with this obligation, unless it can prove that it is not responsible for this.
(4) The remuneration stated in the order shall cover all deliveries and services to be provided by the supplier, including all work results (see § 8 below) and any other expenses in connection therewith, unless otherwise agreed in writing in advance.
(5) Payments by us shall not constitute any acknowledgement of the supplier's deliveries and/or services as being in accordance with the contract.
(6) The supplier may demand partial payments for services rendered in accordance with the contract in accordance with the agreed payment plan. The services rendered must be verified by a list that must enable a quick and reliable assessment of the services.
(7) We shall be entitled to set-off and retention rights to the extent provided by law.
(8) The supplier shall not be entitled to assign or collect its claims against us without our written consent. This shall not apply if the supplier has effectively agreed to an extended reservation of title. Section 354 of the German Civil Code (BGB) shall remain unaffected.
§ 4 Delivery time, default
(1) A delivery time stated in the order is binding.
(2) The supplier is obliged to inform us immediately in writing or in text form if circumstances arise or become apparent to him which indicate that the required delivery time cannot be met.
(3) If the supplier is in default, we are entitled to demand a flat-rate default penalty of 1% of the order value per week or part thereof, but no more than 5% of the order value. Further legal claims, in particular withdrawal and/or damages, remain unaffected. The supplier is free to prove that we have not incurred any damage or significantly less damage as a result of the default.

Section 5 Place of performance, shipment, documents
(1) The place of performance for the supplier's deliveries and services is the delivery address stated in the order. Unless otherwise agreed in writing, delivery shall be made free to the place of performance. If no delivery address is stated in the order and the place of performance cannot be determined from the nature of the obligation, our business address shall be deemed the place of performance.
(2) The supplier shall pack and ship the delivery items properly and in accordance with the regulations. Delivery notes or packing slips shall be enclosed.
(3) The supplier shall be obliged to state the relevant contact person in our order on all shipping documents and delivery notes; if he fails to do so, we shall not be responsible for any delays in processing that may result.
§ 6 Acceptance of work performance, inspection for defects, liability for defects
(1) The acceptance of work services shall take place at the agreed delivery time. If a delivery time has not been agreed, acceptance shall take place after completion of the work. Acceptance fictions are expressly excluded; acceptance by us must be in writing, by email or by fax. This does not apply if we use the work provided to us for the intended purpose for more than 14 calendar days - outside agreed test processes and/or procedures.
(2) We are obliged to inspect deliveries and services for any deviations in quality and quantity within a reasonable period of time; the complaint is deemed to be in good time if it is received by the supplier within a period of 5 working days, calculated from the date of receipt or, in the case of hidden defects, from the date of discovery. In the case of work services, we will declare acceptance of the service after the inspection has been completed if and to the extent that it is free of defects.
(3) We shall be entitled to the full statutory claims for defects; in any case, we shall be entitled to demand that the supplier, at our discretion, either rectify the defect or deliver a new, defect-free item. We expressly reserve the right to claim damages, in particular damages in lieu of performance.
(4) We shall be entitled to rectify the defect ourselves at the supplier's expense if the supplier is in default with the subsequent performance.
(5) The limitation period for claims for defects in the case of work performance is 36 months from acceptance.
(6) In the case of a purchase of consumer goods, the provisions of §§ 478,479 BGB remain unaffected.

§ 7 Liability, indemnification, insurance
(1) The supplier's liability for damages caused by him in the execution of the order is based on the statutory provisions; it is unlimited in amount.
(2) The supplier shall notify us without delay of any damage caused by him.
(3) Insofar as the supplier is responsible for product damage, he shall be obliged to indemnify us against third-party claims for damages at our first request, insofar as the cause lies within his sphere of control and organization and he is liable himself in relation to third parties.
(4) Within the scope of his own liability for cases of damage as defined in paragraph (3), the supplier is also obliged to reimburse us for any expenses in accordance with §§ 683, 670 BGB or §§ 830, 840, 426 BGB that arise from or in connection with a recall campaign that we have lawfully carried out. We shall inform the supplier in advance and in good time about the content and scope of such a recall measure – as far as possible and reasonable – and give him the opportunity to comment.
(5) The supplier shall also be liable in accordance with paragraphs (1) and (3) for all damages caused by its employees and other vicarious agents, even if it has carefully selected and instructed them.
(6) The supplier is obliged to take out liability insurance in the amount customary in the industry. It must provide us with proof of this upon request.

§ 8 Work results, property rights and copyrights
(1) The supplier warrants that the deliveries and/or services provided by it are free from third-party rights.
(2) If a third party asserts a claim against us in this regard, the supplier shall be obliged to indemnify us in full against such claims upon first written demand; in the event of claims for damages by the third party, the supplier shall be entitled to prove that it is not responsible for the infringement of the third party's rights. Further legal claims remain unaffected. In the event that a third party initiates extrajudicial and/or judicial proceedings against Viridis due to alleged infringements of rights in connection with the deliveries and/or services provided by the Supplier to Viridis, Viridis shall be entitled to defend itself against such proceedings with the assistance of legal counsel and to demand that the Supplier reimburse the full costs incurred in this regard.
(3) The Supplier shall provide us with all work results owed by it in connection with the order without undue delay after they arise or shall notify us of them in writing or in text form. Work results in this sense are all results and findings, including results capable of being protected by intellectual property rights, which are achieved by the Supplier and/or a third party commissioned by it in the course of the performance of the ordered deliveries and/or services, in particular works, concepts, graphics, reports, scripts, software and other documents.
(4) The Supplier shall ensure that – to the extent legally possible – ownership of these work results can be transferred to Viridis. In particular, it shall not register any industrial property rights for itself and/or third parties without the prior written consent of Viridis and shall not make any details of the work results publicly accessible.
(5) The work results shall become our property to the extent permitted by law. The supplier shall also grant us the irrevocable, exclusive, transferable, sub-licensable right, unlimited in terms of time, place and content, to use, reproduce, modify, edit, publish and/or exploit the work results ourselves or through third parties in any manner whatsoever. At our request, the supplier shall grant us the aforementioned right of use in writing.
(6) The rights to work results transferred to us by the supplier in accordance with these GTC are covered by the remuneration stated in the order, unless otherwise expressly agreed.
(7) The supplier shall not assert any industrial property rights and/or copyrights to the work results against us. He shall also guarantee this for his vicarious agents.
§ 9 Provision of objects
(1) Objects that we provide to the supplier remain our property. These are to be stored by the supplier free of charge and separately from its own objects. They may only be used for the execution of our order.
(2) Paragraph (1) sentence 1 applies accordingly insofar as we provide material and/or parts to the supplier. The processing or transformation of the provided objects by the supplier is carried out for us. If our reserved goods are processed with other objects that do not belong to us, we acquire co-ownership of the new object in the ratio of the value of our reserved goods (purchase price plus VAT) to the other processed objects at the time of processing.
§ 10 Supplier's duties of care and notification
(1) If we have informed the supplier of the intended use of its delivery and/or service, the supplier is obliged to inform us immediately if the deliveries and/or services in question are not suitable for this intended use. The same applies if the intended use is recognizable to the supplier even without explicit notification.
(2) The supplier shall ensure that its delivery and/or service complies with the environmental protection, accident prevention and other occupational safety regulations, safety rules and other legal requirements applicable in the Federal Republic of Germany.
(3) When providing its services, the supplier shall take all prescribed and necessary safety precautions to prevent damage to property and personal injury. Furthermore, the supplier shall take all measures necessary for traffic safety, such as barriers, lighting, scaffolding, railings, warning signs and fuses.
(4) If we fail to provide the necessary cooperation or provide it in an insufficient manner, the supplier shall be obliged to inform us immediately in writing if this jeopardizes the execution of the order. If the supplier fails to do so, it may not invoke the failure to provide the necessary cooperation.
(5) If our customer obliges us to comply with certain rules of conduct (Code of Conduct), the supplier is also obliged to comply with them. These rules of conduct will be presented to the supplier for information in individual cases.
§ 11 Confidential information, secrecy, public relations
(1) The supplier is obliged to keep secret “confidential information”, in particular commercial and/or technical information, documents and work results of Viridis that are not generally known and that are only made accessible or known to him in connection with the order or its execution, and to use them exclusively for the provision of the ordered delivery and/or service. Confidential information may only be disclosed to third parties with our prior written and express consent. The supplier shall contractually oblige its vicarious agents to maintain confidentiality with regard to confidential information.
(2) The confidentiality obligation pursuant to paragraph (1) shall also apply after the order has been executed. However, it shall expire if and to the extent that the knowledge contained in the confidential information (i) has become generally known, (ii) Viridis has given its prior written consent to the Supplier for the specific individual case of disclosure of the confidential information to a third party, (iii) the Supplier has obtained this confidential information from a third party before the conclusion of this agreement or has obtained it from a third party thereafter without violating this agreement, provided that the third party has in each case lawfully come into has lawfully obtained the information and does not violate a confidentiality obligation binding upon it by disclosing the information; or (iv) the Supplier is obliged to disclose the confidential information by order of a competent court or authority or other institution or by law or by the rules and regulations of a stock exchange, whereby the Supplier must take all reasonable steps to prevent or restrict the disclosure of the confidential information to the greatest extent possible.
(3) If the Supplier considers itself to be obliged to do so, it shall notify Viridis Events e.K. in writing in good time before the disclosure, insofar as this is legally permissible, so that Viridis can prevent the disclosure by legal means. In this notification, the Supplier shall inform Viridis in an appropriate manner, for example in accordance with the written opinion of a legal advisor, which Confidential Information must be passed on. The Supplier shall only disclose the part of the Confidential Information that must be disclosed.
(4) The Supplier shall not be permitted to record, reproduce and/or report on events organized by us in image and/or sound without our prior written consent.
(5) When providing references and in publications, regardless of the form (advertising, advertisements, press releases, public announcements, etc.), the Supplier may not use the name of our agency, photos, films, event content, company names, brands, logos, claim and/or product names of our clients without our prior written consent.

§ 10 Place of jurisdiction, applicable law
(1) If the customer is a merchant or a private individual, the exclusive place of jurisdiction shall be Leipzig. However, we shall also be entitled to sue the customer at his place of business or, in the case of private individuals, at their place of residence.
(2) The contractual relationship shall be governed exclusively by the law of the Federal Republic of Germany. The UN Convention on Contracts for the International Sale of Goods (CISG) and conflict of laws shall not apply.

(General Terms and Conditions of Purchase, as of September 2023)