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General Terms and Conditions of Business at Food affairs GmbH

1. Scope of Application

a) These “General Terms and Conditions of Business” apply to contractual agreements between Food affairs GmbH (hereinafter referred to as “Food affairs”) and the contracting party (hereinafter referred to as “the Client“) pertaining to the rendering of catering management services (including all services and deliveries in conjunction with them) by Food affairs at events on the part of the Client, particularly banquets, seminars, meetings, exhibitions and presentations etc.

b) Individual agreements within the contract for the event take precedence over these General Terms and Conditions of Business; amendments to these General Terms and Conditions of Business are therefore to be agreed separately and incorporated into the text of the contractual agreement as an individual agreement. Terms and conditions of business on the part of the Client apply solely when this has been agreed explicitly in writing beforehand.
 

2. Conclusion of Contract, Contract Closure

a) The commissioning of Food affairs with the rendering of catering management services becomes binding through written confirmation of the contract for the event by both parties. In urgent cases, a verbal commitment is equally binding. In a case of this nature, written confirmation occurs via Food affairs with reference to the contract for the event.

b) Should it transpire following contract closure that the event commissioned by the Client threatens to endanger the smoothly running business operation, safety, security or reputation on the part of Food affairs, then Food affairs can unilaterally terminate the contractual agreement. This applies particularly in such cases when Food affairs has not been informed sufficiently or truthfully by the Client regarding the true purpose of the event in the course of the ensuing commission.
 

3. Material Services from Food affairs

a) The nature and scope of the services to be rendered by Food affairs result primarily from the contract for the event agreed in writing with the Client. Insofar as no deviating written agreements have been made above and beyond the following, Food affairs renders the following services:

aa) The preparation and dispensing of foods and beverages

The preparation and dispensing of foods and beverages comprises, in particular, the proper and professional preparation of foods and, where applicable, beverages by service personnel.

bb) Service and waiting staff

Service and waiting staff comprises the assignment of service staff as dictated by necessity. The disposition relating thereto is incumbent upon Food affairs, provided that no written agreements stating otherwise have been made.

cc) Scope of performance

The services from Food affairs comprise all contributions in kind and those services required towards implementation of the commissioned event. Excluded therefrom are all services in conjunction with a sufficient supply of electricity and water. The Client is obligated to provide electricity and water connections (supply and discharge lines, including wastewater) up to the power distributor and water hydrants. Food affairs is merely responsible for the subdistribution of electricity and water connections up to the end-user devices. The costs of consumption, i.e. the expenses for electricity and water consumption incurred in the course of the event, are borne by the Client.

b) The instruction of all personnel deployed by Food affairs is governed exclusively by the right to issue instructions held by Food affairs.

c) All objects and materials necessary for implementation of the event and supplied by Food affairs are and remain the property of Food affairs with the exception of foodstuffs and beverages, and must be returned to Food affairs without undue delay following conclusion of the event.  Following return and inspection of the remaining objects, missing items and/or quantities shall be charged to the Client pursuant to the first sentence of this subclause 3c) at the prices for replacement. Beverages supplied on a commission basis shall be taken back only when the vessels containing them have been neither broken nor damaged.

d) Food affairs endeavours to the best of its ability to perform supplements and/or enhancements of services, even those on short notice. Provided that it has not been expressly confirmed, Food affairs is not obliged to fulfil wishes for supplementation and enhancement in relation to the services commisioned that are expressed during the last 48 hours prior to commencement of the event.

e) Food affairs is permitted to entrust subcontractors with execution of the contracted commission.
 

4. Other Services from Food affairs

a) Further services by Food affairs with regard to decoration and other technical features (e.g. lighting technology, sound systems etc.) require explicit written agreement between the parties.

b) Insofar as the Client contributes technical equipment and decorations on its own or via a third party commissioned by the Client, the Client is responsible for the proper and timely assembly and dismantling thereof. Costs incurred as a result of this are to be borne by the Client.
 

5. Remuneration

a) The remuneration agreed between the parties is understood as being subject to addition of the respective legally applicable value-added taxes in force.

b) Payment of at least 80% of the agreed remuneration plus legally applicable value-added taxes in force is to be made in advance. Receipt of payment to the following bank account held by Food affairs must take place, at the latest, 14 workdays prior to commencement of the event:

Commerzbank AG/IBAN: DE98 5004 0000 0580 7854 00, BIC: COBADEFFXXX

If the advance payment amount has not been received by the bank account held by Food affairs within the previously stipulated deadline, Food affairs shall specify an extension of 4 workdays in writing that begins once said deadline has elapsed. If the advance payment amount is not paid within the specified extension period either, then Food affairs can unilaterally terminate the contractual agreement. Costs incurred until this point in time are borne by the Client. Food affairs is furthermore entitled to commensurate remuneration for those services rendered up to such point in time.

c) Food affairs invoices the Client for accounts payable pertaining to the event within 8 workdays following conclusion of the event. The invoiced amount is to be paid without deduction or discount, at the latest within 5 workdays upon receipt of the invoice.

d) Insofar as a lump sum per person attending has been agreed for rendering the catering management service, the Client is obligated to notify Food affairs in writing, without undue delay and until conclusion of the event, of the number of persons who actually attended the event. Insofar as the number of persons who actually attended the event exceeds the agreed number of persons attending, an adjustment of the agreed lump sum occurs as a ratio of the number of persons who actually attended in proportion to the agreed number of persons attending.

e) With respect to remuneration, insofar as it has been agreed that, alongside the rendering of the catering management service, the costs for additional further services (e.g. lighting technology, sound systems etc.) are to be passed on to the Client in whole or in part, then Food affairs is obliged to present the invoices for the corresponding services and/or the invoices from the service providers as proof of the costs incurred.

f) In cases of force majeure, as a result of which the reciprocal performance of services is made impossible, both parties are released from the rendering of performance obligations for the duration of the disruption of services. Costs incurred up to this point in time are borne by the Client. Food affairs is furthermore entitled to commensurate remuneration for those services rendered up to such point in time.
 

6. Withdrawal from Contract (Cancellation, Annulment)

a) In the case of a non-occurrence of the event due to reasons attributable to the Client, as a consequence of a cancellation or in the case of a reduction in the number of persons attending, Food affairs receives upon notification of non-occurrence:

Insofar as the Client proves that in fact a lesser damage or no damage whatsoever has arisen for Food affairs, compensation is to be paid for the respective damage which has actually arisen. Food affairs is equally entitled to prove that the damage which has actually arisen is greater than the agreed lump-sum figure. In this case the damage which has actually arisen is to be compensated by the Client.

b) Food affairs is entitled to withdraw from the contract for the event when

Subclause 2 b) remains unaffected thereby.

Insofar as Food affairs makes use of the abovementioned rights to withdraw, the Client is obligated to compensate all damages which have arisen for Food affairs due to the withdrawal.
 

7. Change in Number of Persons Attending and Event Scheduling

a) The Client obligates itself to notify Food affairs in writing of the guaranteed number of persons attending involving catering, at the latest 10 workdays prior to commencement of the event. This number forms the basis for invoicing. An undercutting of the number announced is not taken into further account; no adjustment of remuneration occurs.

b) In a case where the number of persons attending is exceeded, charges are made for the actual number of persons attending.

c) In the case of a deviance in the number of persons attending of more than 10%, Food affairs is entitled to restipulate the agreed prices.

d) If the agreed times with regard to the commencement or the end of an event are rescheduled and Food affairs agrees to said rescheduling, then Food affairs can charge the Client for the additional readiness to perform unless the fault for the above lies with Food affairs.
 

8. Warranty, Liability, Insurance

a) Food affairs carries out the contracted commission with the due care and diligence of a prudent businessman. Food affairs bears unlimited liability for wilful und grossly negligent action. Liability for slightly negligent action is fundamentally ruled out unless provided for otherwise in the following provisions within this paragraph. In the case of a breach of material contractual obligations, Food affairs is also liable for slight negligence, albeit solely for the foreseeable direct damage typical to the contract agreement and limited to the maximum amount covered by the existing business liability insurance. The aforementioned limitations of liability do not pertain to claims owing to injury of life, limb, freedom and health or to claims pursuant to the German Product Liability Act. The limitations of liability furthermore do not apply to damages which have been caused due to fraudulent conduct or to the extent that Food affairs has assumed a warranty for the nature or condition of goods. Insofar as liability is ruled out or limited, this equally applies for vicarious agents on the part of Food affairs.

b) Upon request by Food affairs, the Client is required to jointly inspect and approve the agreed services with regard to quality and quantity on a timely basis prior to commencement of the event. In the case of complaints, the following subclause 8e) applies. Following inspection and acceptance of the foods and beverages, risk devolves upon the Client.
   
c) The Client is required to be equally liable for losses or damages which have been incurred by the Client’s staff, guests, other auxiliary staff or by persons attending the event or by subcontractors and vicarious agents on the part of the Client to the same degree as the Client is liable for losses or damages caused by the Client itself. It is incumbent upon the Client to take out an appropriate insurance policy towards this purpose. Food affairs can demand proof of an insurance of this nature.

d) With regard to the agreed rendering of catering management services, Food affairs maintains a business liability insurance that, at the least, makes provisions for the following amounts of coverage per insured event involving damages:

      EUR 1,000,000  for personal injuries and/or property damages

      EUR 500,000  for pecuniary losses

e) The Client is to notify Food affairs of any complaints without undue delay and in writing. If complaints are lodged verbally during the event, the person in charge from Food affairs is required to record said complaints in writing and have this record countersigned. This does not release the Client from the subsequent reporting thereof in writing. If the Client does not fulfil this obligation to lodge compaints properly within a period of 4 workdays and if the deficiences objected to are unable to be rectified on a timely basis during or by the end of the event due to the Client’s behaviour, then no claims towards compensation or abatement can be derived against Food affairs resulting from the deficiencies established or complaints lodged. However, this does not apply for grossly negligent or wilful conduct on the part of Food affairs.

f) If a service is not rendered or has not been rendered as per the contractual agreement, the Client can demand subsequent rectification thereof. The Client can demand an abatement of the agreed price correspondent to the reduction of service when the agreed service has not been rendered or has not been rendered as per the contractual agreement within a reasonable period of time following futile request for remedy.
 

9. Miscellaneous

a) Insofar as Food affairs obtains technical or other facilities for the Client from third parties, Food affairs acts on behalf and for the account of the Client. The same applies for the engaging of artists, travelling showmen, musicians etc. The Client bears liability for the careful handling and due and proper return of the facilities obtained and exempts Food affairs from all claims made by third parties resulting from the provision of said facilities for use and/or the engaging of persons. This does not apply insofar as Food affairs causes damage in a grossly negligent or wilful manner in the abovementioned context.

b) The Client is required to obtain all official permits and/or licensing that may be necessary for carrying out the event at its own expense. Compliance with these permits and/or licensing as well as with all other public-law regulations in conjunction with the event is incumbent upon the Client. Within the framework of self-arranged music performances and acoustic public address, the Client is required to conclude the requisite formalities and settlements of accounts with relevant institutions (e.g. GEMA) on its own authority. The Client is responsible for the adherence to official regulatory restrictions (e.g. closing time) and statutory provisions (e.g. keeping the peace at night).

c) The Client is permitted to utilise the Food affairs name and trademark in the course of advertising its event solely with the prior written consent of Food affairs.

d) The incurring and demonstrable costs and fees for e.g. customs declaration and clearance, air freight and overland transport, import documents, veterinary certifications, pro forma invoice, phytosanitary certificate, personnel expenses such as hotel accommodations, allowable expenses, hourly rates, fees for visas, vaccinations and local transfers are borne by the Client. The Client is required to bring about the customs clearance of goods on its own.

e) The EU Commission provides the possibility for online dispute resolution on an online platform operated by the EU Commission. This platform is reached via the external link:  
http://ec.europa.eu/consumers/odr

Towards fulfilment of the statutory duty to disclosure (Section 36, German Act on Alternative Dispute Resolution in Consumer Matters [“VSBG”]), Food affairs points out that it is fundamentally neither willing nor obligated to take part in dispute settlement proceedings heard by consumer arbitration entities.
 

10. Final Provisions

a) Verbal ancillary agreements are deemed as not having been made. Supplements and amendments to the contractual agreement, including addenda and appendices thereto, must be made in writing in order to become effective. This equally applies for the revocation of this clause requiring the written form.

b) If a provision within these “General Terms and Conditions of Business” or a provision within the framework of other agreements proves to be ineffective or becomes ineffective, the validity of all other provisions or agreements shall not be affected thereby.

c) The laws of the Federal Republic of Germany apply for these “General Terms and Conditions of Business” and for the entire scope of legal relationships between Food affairs and the Client.

d) Insofar as both parties are businesspersons within the meaning of the German Commercial Code (“HGB”), the exclusive venue of jurisdiction for all disputes resulting directly or indirectly from the contractual relationship is Frankfurt am Main, Germany.
 

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