GENERAL TERMS AND CONDITIONS OF SYMA-SYSTEM GmbH for SYSTEM TECHNOLOGY AND EXHIBITION STAND CONSTRUCTION
1. Scope of Application, Entrepreneur, Conclusion of Contract
a) All services provided by SYMA shall be subject to SYMA's offers and these General Terms and Conditions as well as to the Framework Agreement on the Design and Construction of Exhibition Stands and the Agreement on Design Protection. All contracts entered into with SYMA shall be concluded exclusively on the basis of the terms included in these General Terms and Conditions.
b) The inclusion of other general terms and conditions, in particular those of the contracting partners, is expressly rejected. Any deviating terms require the express written confirmation of SYMA in order to be effective.
c) The contracting partner assures to be an entrepreneur in the sense of the Austrian Commercial Code (UGB).
d) Any offers submitted by SYMA are only for the purpose of initiating a contract and are non-binding, unless they were declared binding in writing. SYMA shall send a confirmation of order to the contracting partner following the latter’s order. This shall be the basis for the actual contract.
e) Any agreements, orders, changes, cancellations and terminations must be made in writing. If those were made by oral agreement, they must be recorded in writing without delay.
2. Rental Object, Rental Period
a) The subject of the rental contract shall be limited to the used exhibition stand construction materials listed in the contract. The packaging of the rental object shall remain the property of SYMA and must be returned.
b) The relevant rental period agreed upon shall apply without the need for notice of termination. The right to extraordinary notice of termination remains unaffected.
c) If the contracting partner continues using the rental object after expiry of the rental period, the rental relationship shall not be deemed extended. Any continuation or renewal of the rental relationship after its expiry must be expressly agreed in writing.
3. Rental Purpose, Use, Authorisations
a) The rental object shall be provided exclusively for the purpose of erecting mobile exhibition constructions. Any change of use and the transfer of the rental objects to others such as third parties is only permitted upon prior written consent of SYMA. The rental object must not be transferred to a location other than the exhibition venue agreed upon.
b) Unless otherwise agreed in writing, the rental object may only be used inside buildings. The contracting partner shall be liable for any damage resulting from the rental object being used in breach of the contract.
c) The contracting partner shall be solely responsible for obtaining any authorisations that may be required for the erection of the mobile exhibition stands, including building or usage permits, as well as for meeting any necessary static requirements.
d) SYMA does not guarantee that the use of the rental object for the purposes of the contracting partner will be authorised in the specific case.
e) The contracting partner is obliged to always allow SYMA free access to the rental object.
4. Return of the Rental Object
a) Upon termination of the rental relationship, the contracting partner shall return the rental object together with accessories, documents etc. to SYMA in proper and operational condition at SYMA’s registered office or at the collection point agreed upon. If the contracting partner ships the rental object, this shall be at the contracting partner’s expense and risk.
b) The contracting partner shall return the rental object properly, in the packaging provided by SYMA, sorted as received, and shall expressly inform SYMA about the time of return in writing and in due time.
5. Offer and Rental Price, Ancillary Costs, Price Adjustment, Withdrawal, Due Date, Deposit, Late Return, Offset
a) The rental offer made by SYMA in writing is non-binding until acceptance by the contracting partner. Unless otherwise agreed, all quoted prices are net prices and subject to the applicable statutory value added tax.
b) The contracting partner shall bear any ancillary costs incurred in connection with the rental object and its use, in particular the costs for assembly and dismantling, collection or delivery and return, acceptance by third parties, etc., unless otherwise expressly agreed in writing.
c) The rental offer does particularly not include costs for the rental of exhibition space charged by the exhibition organiser, connection costs, costs for authorisation procedures (e.g. stand safety certificate) or any sort of fees charged by the exhibition organisers. This also includes the costs for waste disposal, flooring and other residual waste, as well as all consumption costs such as electricity and water costs. Any additional services require a separate agreement to be made expressly and in writing.
d) Once SYMA has been commissioned, 100 % of the quoted rental price (advance payment) will be due within 7 days upon transmission of the respective invoice, unless otherwise expressly agreed in writing. SYMA shall only be obligated to commence the work agreed upon once it has received the rental price on SYMA’s bank account. Only from this point of time, SYMA will commence its work including the design and construction of the rental object in accordance with the contracting partner’s requirements. If the contracting partner does not pay the rental price on time, SYMA cannot guarantee that the services will be provided on time and as agreed upon (also with regard to quality). SYMA will notify the contracting partner about this fact in case of belated receipt of payment. If these circumstances lead to the contracting partner cancelling the order (withdrawal from the contract), SYMA shall be entitled to retain an amount equivalent to the services already demonstrably provided to the contracting partner as compensation for the expenses already incurred and shall reimburse the contracting partner for the rental price in excess thereof.
e) SYMA reserves the right to withdraw from the contract if the contracting partner does not perform his contractual obligation despite formal notice. The same shall apply to the provisions set forth under section 5d
f) In case energy and raw material prices rise after four months since conclusion of the contract so that such costs significantly exceed the respective costs budgeted by SYMA, SYMA shall be entitled to adjust the quoted price accordingly (price adjustment). Once SYMA has become aware of such necessary price adjustment and recalculated the price, SYMA shall inform the contracting partner about such price adjustment stating the reasons therefor (notification). If this leads to the contracting partner cancelling the order within 7 calendar days (withdrawal from the contract), the contracting partner shall appropriately pay SYMA for any services already provided up to that date. If the contracting partner does not cancel in due time, the recalculated price shall be deemed accepted.
g) Premature return of the rental object shall not release the contracting partner from his payment obligation. Likewise, the contracting partner shall not be released from his payment obligation in case of non-acceptance of the rental object unless there are serious defects or significant deviations from the order. Ordinary notice of termination of the rental contract shall be excluded.
h) If the rental object is not returned to SYMA in due time, the contracting partner shall pay SYMA a compensation for use amounting to the daily rental price calculated on the basis of the contract for each day of delayed return.
i) The contracting partner is only entitled to offset if his counterclaims have been legally recognised or are undisputed. This shall also apply to any price reductions and rights of retention.
j) Upon conclusion of the contract, the contracting partner shall pay SYMA a deposit in the amount specified in the relevant order. This deposit shall be transferred to SYMA’s account as cash collateral and will be refunded after termination of the rental relationship if and as soon as the rental object is returned properly, completely and without defects, and if no further claims by SYMA exist or are to be expected. The deposit particularly serves as a means to cover the risk of loss and damage, and any claims associated with compensation for use.
k) At the request and expense of the contracting partner, SYMA shall provide a warranty applicable in case of non-performance or faulty performance of SYMA’s obligations arising from the relevant contract by transferring a sum of money mutually agreed upon to the contracting partner following the latter’s justified written request, irrespective of the legal fate of the underlying transaction. This shall not apply in the event of impediments to performance arising from force majeure.
l) If the contracting party declares to withdraw from the contract more than 14 days before the start of the rental period, SYMA shall be entitled to retain 50% of the consideration agreed upon among SYMA and the contracting partner. If such withdrawal is declared by the contracting partner at least 14 days before the start of the rental period, said amount shall be 75% of the consideration agreed upon. If such withdrawal is declared by the contracting partner at least 6 days before the start of the rental period, said amount shall be 100% of the consideration agreed upon. The contracting partner is entitled to provide proof that there were no costs arising from the withdrawal from the contract or that such costs were lower than the costs included by SYMA in the lump sum. In the event of withdrawal by the contracting partner, SYMA shall additionally be entitled to any third-party costs, cancellation fees, etc. incurred in connection with the contract up to the time of withdrawal. Any further right to damages remains expressly unaffected.
6. Handover of the Rental Object, Delivery, Transfer of Risk, Condition, Insurance
a) The contracting partner shall collect the rental object from SYMA's registered office or from the location specified by SYMA or from the location expressly agreed upon in writing at the contracting partner’s expense.
b) If the contracting partner requests shipment of the rental object, this shall be at the expense and risk of the contracting partner. In case of collection of the rental object, the risk of deterioration and accidental loss shall pass to the contracting partner or its authorised representative upon handover of the rental object. In case of shipment of the rental object, such risk shall pass to the transport person or transport company upon handover of the rental object.
c) The contracting partner shall take over the rental object in the condition prevailing at the time of conclusion of the contract, acknowledging this condition to be in accordance with the contract, in particular free of defects of quality. The contracting partner must notify SYMA expressly and in writing of any defects and any incompleteness upon collection or immediately after receipt of the rental object.
d) As the rental object is generally a used item or moveable good, normal signs of use do not justify any claim for rectification, replacement or return raised by the contracting partner. This also applies to colour and surface deviations typical of the material.
e) The contracting partner undertakes to take out insurance for the rental object at the contracting partner’s own expense prior to the start of the rental period, covering the risks of fire, tap water, natural hazards, theft and vandalism and to maintain this insurance during the term of the contract and provide proof therof at SYMA's request.
7. Contractual Use, Sublease
a) The rental object may only be transferred to third parties who are not attributable to the contracting partner upon prior and express written consent of SYMA. If the mobile exhibition objects erected in connection with the rental object are used by the exhibitor or the latter’s authorised representative, this shall not constitute a transfer to third parties.
8. Care, Maintenance and Repair, Damage
a) The contracting partner is obliged to comply with any statutory provisions and official orders applicable to the rental object and to perform the obligations arising therefrom at the contracting partner’s own expense. The contracting partner is also obliged to comply with the manufacturer's instructions and to carry out or have carried out any maintenance work on the rental object professionally and in due time at the contracting partner’s own expense.
b) The contracting partner shall handle the rental object, including accessories etc., with necessary care, preserve the rental object’s good and operational condition and secure it against theft. The rental object must not be pasted, nailed, painted or otherwise damaged or impaired.
c) The contracting partner shall be liable towards SYMA for all damage culpably caused by the contracting partner, in particular for damage caused by improper handling of the rental object as well as for theft or loss of the rental object. In the same way, the contracting partner shall be liable for damage caused by its staff, visitors, suppliers, other contracting partners or other persons present in the contracting partner’s rented premises with or without the latter’s consent. The contracting partner shall notify SYMA of any damage or loss immediately upon detection of said damage or loss. The contracting partner shall be liable for any damage arising from belayed notification.
9. Duty of Care, Liability of the Contracting Party
a) The contracting partner shall assume duty of care to ensure the safety of the rental object. The contracting partner shall indemnify and hold harmless SYMA from any claims arising from the breach of the duty of care.
b) If the contracting partner culpably violates any of his obligations, he shall be liable for any resulting damage. In case of damage, the contracting partner must take all measures required to minimise damage and to preserve evidence.
10. Liability of SYMA
a) SYMA shall only be liable for damages arising from initial defects of the rental object if SYMA is at fault for such defect.
b) Any claims for damages raised by the contracting partner, regardless of their nature, including those arising from pre-contractual advice and tort, shall be limited to cases of intentional or grossly negligent violations of obligations by SYMA and its vicarious agents. SYMA shall only be liable for slight negligence, including that of SYMA’s vicarious agents and third parties providing services used by SYMA to perform its contractual obligations, if this results in a violation of a main contractual obligation. In such cases, SYMA’s liability shall be limited to the typically arising, foreseeable, avertible and direct damage. The main contractual obligation is deemed to be any obligation which needs to be performed for this contract to be properly executed in the first place whereas the contracting partner may rely on the compliance with said obligation.
c) The aforementioned exemptions from and restrictions of liability shall not apply in the event of injury to life, body or health arising from an intentional or negligent violation of obligations by SYMA or a respective violation of obligations by a legal representative or vicarious agent. Any other restrictions of liability of SYMA shall remain unaffected. The aforementioned limitations of liability shall also apply in favour of SYMA’s (other) staff members.
11. Force Majeure
a) Under this contract, Force Majeure means the occurrence or the imminent event or threat of such event or circumstance which prevents or significantly impedes the performance of obligations by a contracting party due to said event or circumstance through no fault or action of the contracting party.
b) Such events or specific circumstances that objectively prevent or significantly impede the contractual performance, in any case, but without limitation, include: unforeseeable statutory or officially ordered embargoes, exchange restrictions, export and import restrictions as well as acts of war (including civil war-like conditions but not including acts of terrorism provided they do not affect the contractual performance), pandemics and epidemics, natural disasters (floods, earthquakes, storms, fire) as well as disasters for which the contracting parties are not responsible.
c) The contracting parties may only claim an exemption from performance under a legally effective rental contract provided that they were not aware of the event or the specific circumstance (of force majeure) at the time of conclusion of the contract and provided that they could not have foreseen the event or circumstance. The contracting parties’ exemption from performance shall only be granted for the duration of the event or circumstance of force majeure. Withdrawal from the contract due to temporary impossibility shall be excluded unless it is in connection with a service which can be provided in principle, but which has meanwhile lost any economic sense for the contracting partner. In any case, written notification by the contracting partner is required and must be sent to the contracting partner immediately once the event or specific circumstance becomes apparent. Otherwise, the event or the specific circumstance does not qualify as force majeure so that the contracting partner’s exemption from performance is excluded.
d) The contracting parties are exempt from claims for damages insofar as they relate to the performance of the rental contract which can, however, not be performed due to events or circumstances of force majeure.
e) If an event which is generally to be qualified as force majeure occurs, SYMA shall, in any case, be entitled to offer alternative solutions which enable the contracting partner to perform the contract under similar circumstances – be it at a different time or place. In this case, SYMA shall strive towards finding an amicable solution with the contracting partner.
12. Labelling/Copyright Protection
a) Drafts, sketches, illustrations, drawings, CAD plans, designs and know-how are the intellectual property of SYMA and are part of a protected design system.
b) Such design documents may be reclaimed by SYMA at any time. Subject to the express written revocation of the contracting partner, SYMA shall be entitled to refer to the existing or former business relationship with the contracting partner indicating the company name and logo on SYMA’s own advertising media, in particular on its website and on design documents.
c) Moreover, the stipulation on design protection brought to the attention of the contracting partner shall be deemed accepted.
13. Severability Clause, Applicable Law and Legal Venue, Data Protection
a) This contract shall be amended, modified or terminated only by written instrument (e-mail, text message, fax; §§ 883, 886 ABGB). The text form in accordance with §126 b BGB shall be deemed acceptable in order to meet the written form requirement. This also applies if a "written" declaration is required in these General Terms and Conditions or in orders or contracts concluded among the parties. The contracting parties have not entered into any side agreements only established orally.
b) If any provision of this this contract wholly or partially is or becomes invalid or unenforceable, the validity of the remaining provisions shall not be effected and continue to be valid and enforceable. The invalid and/or unenforceable provision shall be replaced with the statutory Austrian rules and regulations.
c) The same applies if it turns out that there are any lacunae in the contract. The contracting parties agree to replace an invalid or unenforceable provision or said lacuna with an adequate provision, which, as far as legally possible, most closely approximates what the parties of this contract intended or what they would have intended according to the intent and effect of the contract provided that they had considered the respective aspect at the time of conclusion of the contract or subsequent inclusion of a provision. In case of doubt, the Austrian statutory provisions shall apply.
d) Any legal relationships entered into among SYMA, and the contracting partner shall be governed by Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods and private international law, even if the contracting partner has his registered office or place of residence in another country. Legal venue for this contract shall be the local and competent Austrian court. SYMA shall, however, also be entitled to sue the contracting partner at the court competent at the latter’s registered office in accordance with Austrian law.
e) SYMA shall be entitled to process and store data about the contracting partner connected to this business relationship or received in the course of this business relationship, regardless of whether this data originates from the contracting party himself or from third parties, pursuant to data protection law or SYMA’s provisions on data protection.
SYMA-SYSTEM GmbH, 30.05.2025