Allgemeine Geschäftsbedingungen

General Terms and Conditions for the Business Division COLUMBUS Congress & Events Valid from 01/01/2023

I. Validity and Scope of Application

1.1. These General Terms and Conditions (GTC) shall apply exclusively to the business transactions of the COLUMBUS Congress & Events division of COLUMBUS GmbH & Co.KG – hereinafter briefly referred to as "COLUMBUS". These GTC are binding for all current and future business transactions with COLUMBUS, without the need for a further agreement. All services provided by COLUMBUS are carried out exclusively on the basis of these GTC.

1.2. The GTC are available for inspection at COLUMBUS in the current valid version and can be accessed on the homepage at https://www.columbus.at/agb_d. COLUMBUS reserves the right to amend these GTC at any time without prior notice.

1.3. Deviating terms or supplementary regulations (e.g., general terms and conditions, purchasing or payment terms) of the customer are not applicable. They shall not apply even if they are not explicitly contradicted again upon conclusion of the contract. Deviating terms or supplementary regulations shall only become part of the contract if they have been expressly confirmed by COLUMBUS in writing.

1.4. Ancillary agreements, reservations, amendments, and additions to these GTC and other contracts with COLUMBUS must be made in written form to be effective.

1.5. Should individual provisions of these GTC be ineffective, this shall not affect the binding nature of the remaining provisions and the contracts concluded based on them. The ineffective provision shall be replaced by an effective provision that comes closest to its meaning and purpose.

II. Offer and Contract Conclusion, Cost Estimate

2.1. The basis for the conclusion of the contract is the respective offer and/or cost estimate from COLUMBUS, or the customer's order, which specifies the scope of services and the remuneration. Offers from COLUMBUS are always non-binding and subject to change, unless they are expressly designated as binding.

2.2. The contract is concluded by the acceptance of the order by COLUMBUS. Acceptance must be made in written form (e.g., by signing a framework project agreement).

2.3. With regard to restaurants and programs, the customer must notify COLUMBUS of a binding confirmation of the number of participants for invoicing purposes no later than three working days before the event, otherwise the customer shall indemnify and hold COLUMBUS harmless from any damages and disadvantages.

2.4. Cost estimates from COLUMBUS are non-binding and subject to a fee. A cost estimate is prepared by COLUMBUS to the best of its professional knowledge, but no guarantee is given for its accuracy. Should costs increase by more than 20% after the order has been placed, COLUMBUS will inform the customer. The cost overrun is considered approved by the customer if the customer does not object in writing within 4 days of this notification. For cost overruns of less than 20%, a separate notification is not required and COLUMBUS may invoice these costs to the customer.

III. Confidentiality / Intellectual Property

3.1. Project concepts, event ideas, plans, sketches, cost estimates, and all other documents and materials created, provided, or contributed to by COLUMBUS remain the intellectual property of COLUMBUS.

3.2. The use of such documents outside of the agreed and intended use, in particular the passing on, reproduction, publication, and "making available" – including copies of excerpts – requires the express written consent of COLUMBUS.

3.3. The customer further undertakes to keep confidential any operational and business secrets that they may have received from the business relationship.

IV. Scope of Services, Duties to Cooperate

4.1. COLUMBUS's obligation to perform the service begins at the earliest when the customer has fulfilled all prerequisites for execution, which may be described in the contract or in information provided to the customer before the contract was concluded, or which the customer must have known based on knowledge or experience.

4.2. The scope of the services to be provided results from the customer's order or the service description or the information in the contract with the customer. Subsequent changes to the content of the service require written form.

4.3. Reasonable, objectively justified minor changes to the service execution by COLUMBUS are deemed approved by the customer in advance.

4.4. Objectively justified partial deliveries and services are permissible and may be invoiced separately by COLUMBUS.

4.5. With the delivery "Ex Works" (Ab Werk), delivered goods are considered accepted.

4.6. COLUMBUS is entitled to pass on the order in part or in its entirety to subcontractors. The subcontracting is carried out either in COLUMBUS's own name or in the name of the customer, but in any case, at the customer's expense.

4.7. The customer has the opportunity to check all services of COLUMBUS (in particular all preliminary designs, sketches, final drawings, etc.) carefully before placing the order and to communicate any desired changes. By placing the order, all services to be provided by COLUMBUS are deemed approved by the customer.

4.8. The customer will immediately provide COLUMBUS with all information and documents required for the provision of the service. They will inform COLUMBUS of all events that are significant for the execution of the order, even if these circumstances only become known during the execution of the order. The customer bears the costs incurred because work has to be repeated or delayed by COLUMBUS due to their inaccurate, incomplete, or subsequently changed information.

4.9. The customer is further obliged to check the documents provided for the execution of the order for any existing third-party rights (e.g., copyrights). In particular, the customer guarantees the legal permissibility of the use of the documents provided by them and shall indemnify and hold COLUMBUS completely harmless in this regard. COLUMBUS will only arrange for an external legal check upon the written request of the customer; the costs associated with this shall be borne by the customer.

V. Deadlines

5.1. Stated delivery or service deadlines are only considered approximate and non-binding, unless expressly agreed upon as binding. Binding date agreements must be confirmed by COLUMBUS in writing.

5.2. If the performance of COLUMBUS is delayed for reasons for which COLUMBUS is not responsible, such as unavoidable or unforeseeable events (force majeure), in particular delays by contractors of COLUMBUS or circumstances attributable to the customer, especially due to the breach of the duty to cooperate, the performance obligations shall be suspended for the duration and scope of the hindrance, and the deadlines shall be extended accordingly. The same applies if the customer is in default with their obligations necessary for the execution of the order (e.g., providing documents or information). In this case, the agreed deadline will be postponed at least by the extent of the delay. If such delays last longer than 1 month, the customer and COLUMBUS are entitled to withdraw from the contract.

5.3. The customer's right to withdraw from the contract in the event of delays that make adherence to the contract unreasonable remains unaffected. The customer is only entitled to withdraw from the contract due to delay in contract fulfilment by COLUMBUS after setting a reasonable grace period – at least 2 weeks. The setting of the grace period must be done in writing by registered letter with simultaneous threat of withdrawal.

5.4. An obligation to pay damages on the grounds of delay exists only in the event of intent or gross negligence on the part of COLUMBUS.

VI. Prices and Payment Terms

6.1. Prices are always quoted in EURO. The statutory value-added tax will be invoiced additionally at the respective valid rate. The prices quoted are "Ex Works" (Ab Werk). Packaging, transport, loading, and shipping costs, customs, and insurance are to be borne by the customer.

6.2. COLUMBUS is entitled to invoice the services rendered (partially) in partial invoices. In the case of partial payments, a loss of the instalment benefit (Terminverlust) occurs if even only one partial payment is not made on time or not in full. Upon the occurrence of the loss of the instalment benefit, the entire outstanding balance becomes immediately due for payment. The respective (partial) invoice amounts are due for payment no later than 14 days from the invoice date.

6.3. Unless otherwise agreed, the fee claim of COLUMBUS for each individual service arises as soon as it has been rendered. However, COLUMBUS is entitled to demand advance payments to cover expenses as follows:

• 25% of the estimated total amount after order confirmation,
• 40% of the estimated total amount 3 months before the service is rendered,
• 30% of the estimated total amount 3 weeks before the service is rendered,
• 5% remaining amount immediately upon receipt of the final invoice and after the service is rendered.

6.4. For projects/groups whose total turnover is less than EUR 40,000, COLUMBUS will invoice a daily rate of at least EUR 900 for "Project Management" and assistance during the stay. For projects/groups with fewer than 30 participants or whose total turnover is less than EUR 20,000, COLUMBUS will invoice a daily rate of at least EUR 900 for "Project Management" and assistance during the stay, as well as a processing fee of EUR 60 per person for communication and coordination.

6.5. All services provided by COLUMBUS that are not expressly covered by the agreed fee will be remunerated separately. All cash outlays incurred by COLUMBUS are to be reimbursed by the customer. In particular, special expenses requested by the customer during an event can be billed separately by COLUMBUS. COLUMBUS charges a fee of 10% of the total amount for this.

6.6. In the event of payment delays, default interest in the amount of 12% above the base interest rate plus a EUR 40 processing fee will apply. Furthermore, the customer undertakes to reimburse COLUMBUS for the resulting dunning and collection costs, insofar as these are necessary for the appropriate legal prosecution, in the event of payment default. COLUMBUS hereby expressly reserves the right to claim further damages caused by the delay.

6.7. If the customer is in default of payment within the framework of other contractual relationships existing with COLUMBUS, COLUMBUS is entitled to suspend the fulfillment of its obligations under this contract until payment is made by the customer. In this case, COLUMBUS is also entitled to declare all claims for services already rendered from the current business relationship with the customer immediately due.

6.8. If the payment deadline is exceeded, granted benefits, such as discounts, reductions, etc., shall lapse and be added to the invoice amount.

6.9. The customer is not entitled to offset their own claims against claims by COLUMBUS. A right of retention by the customer is excluded.

VII. Contract Termination / Reduction

7.1. Cancellations of orders must be made in written form. The time of receipt by COLUMBUS is decisive for the timeliness of the cancellation. In the event of receipt of a cancellation – unless otherwise agreed in a written contract – the following cancellation and reduction fees will be invoiced:

The claim for compensation for further damages remains unaffected.

7.2. A cancellation after the start of the execution of an order is inadmissible. COLUMBUS is entitled to withdraw from an order if changes in the customer's solvency occur between the submission of the offer and the execution, or if circumstances become known that call the customer's solvency into question. In such a case, COLUMBUS also reserves the right to declare all other services already rendered immediately due.

7.3. COLUMBUS is entitled to withdraw from the contract with immediate effect, in particular, if there is an important reason. An important reason exists in particular if:

• the execution of the service is impossible for reasons for which the customer is responsible, or is further delayed despite the setting of a grace period of 14 days;
• justified concerns exist regarding the customer's creditworthiness, and the customer neither makes advance payments upon request by COLUMBUS nor provides adequate security before the agency's performance;

VIII. Retention of Title

8.1. The goods delivered or otherwise handed over by COLUMBUS remain the property of COLUMBUS until all obligations arising from the contract have been paid in full.

8.2. A resale is only permissible if COLUMBUS was notified thereof in good time beforehand, stating the name and exact address of the buyer, and COLUMBUS agrees to the sale in writing. In the event of written consent, the customer's claim for the purchase price is hereby assigned to COLUMBUS, and COLUMBUS is authorized at any time to notify the third-party debtor of this assignment.

8.3. If the customer is in default of payment, COLUMBUS is entitled to demand the return of the reserved goods after setting a reasonable grace period.

8.4. The customer must immediately notify COLUMBUS of the opening of insolvency proceedings over their assets or the seizure of the reserved goods; any costs incurred by COLUMBUS in enforcing its claims are to be reimbursed by the customer. COLUMBUS is also entitled to enter the location of the reserved goods – insofar as is reasonable for the customer (e.g., during usual business hours) – and to take possession of the reserved goods in order to realize them in the best possible way through private sale or by auction with business partners, without prejudice to the buyer's payment and other obligations.

IX. Copyright

9.1. All services provided by COLUMBUS, as well as the individual workpieces and original designs, remain the property of COLUMBUS and can be reclaimed by COLUMBUS at any time – especially upon termination of the contractual relationship. By paying the fee, the customer acquires the right of use for the agreed purpose of use. The acquisition of usage or exploitation rights to COLUMBUS's services always requires the complete payment of the fee invoiced by COLUMBUS for them.

X. Warranty

10.1. The warranty is governed by the statutory provisions. In the case of justified and claimed defects, the customer is primarily only entitled to the right to rectification or replacement of the service by COLUMBUS, for which a reasonable period must be granted. COLUMBUS is entitled to refuse the rectification of the service if it is impossible or associated with a disproportionately high effort for COLUMBUS.

10.2. Minor or other changes to the service obligation that are reasonable for the customer are deemed approved in advance.

10.3. Occurring defects must be reported and justified in writing no later than 2 days after the service is rendered by COLUMBUS. If the notification of defects is not raised properly and in due time, the service is deemed properly accepted and approved, unless it is a defect that was not recognizable upon inspection within the aforementioned period. Such defects must be reported immediately after discovery, otherwise the service is also deemed approved with regard to this defect. The assertion of warranty or damage claims as well as the right to challenge due to error based on defects are excluded in these cases.

10.4. The inspection of the goods merely by random sampling is not considered a proper inspection.

10.5. COLUMBUS is only obliged to pay damages in all relevant respects in the event of intent or gross negligence. Liability becomes time-barred within 6 months from knowledge.

10.6. The liability of COLUMBUS is limited in amount to the order value excluding taxes.

XI. Liability

11.1. COLUMBUS is liable only for damages caused intentionally and by gross negligence, with the exception of personal injuries. Liability for slight negligence is excluded. Any liability is limited to typically foreseeable damages to the customer and is limited in amount to the contractually agreed and paid remunerations due for the underlying services. Liability for lost profits, consequential damages, indirect, and indirect damages is excluded in any case. Any claim for damages can only be asserted in court within six months after the claimant has become aware of the damage, but no later than two years after the purchase of the goods, otherwise it shall be time-barred.

11.2. COLUMBUS provides the services with the utmost care but is not liable for services provided by or obtained from third parties.

XII. Final Provisions

12.1. Should one or more provisions of these GTC be ineffective, the effectiveness of the remaining provisions shall not be affected.

12.2. The contract is subject to Austrian law with the exclusion of conflict of law rules and the UN Sales Convention.

12.3. The exclusive jurisdiction of the court competent for commercial matters in Vienna, Inner City, is agreed for any disputes arising out of or in connection with this contract.

12.4. The place of performance is the registered office of COLUMBUS.