Terms and Conditions of Electra KSA

  1. Scope of the General Terms and Conditions

These General Terms and Conditions shall apply for orders placed with Electra Exhibitions Al-Arabia Ltd., Electra Exhibitions LLC, Electra Marquees Tent Trading LLC, Electra Interiors LLC, Electra Qatar, and any other affiliate company (hereafter “ELECTRA”). Conflicting or deviating terms and conditions of the Client shall not become part of the agreement even if ELECTRA does not expressly object to them. This shall also apply in the event that the Client expresses that he only wishes to contract on his own terms and conditions. The Clients terms and conditions only apply, if Electra expressly agrees in writing.

  1. Offer, Offer Documents
  1. Orders or commissions shall only be deemed to have been accepted by ELECTRA if ELECTRA has accepted them in writing within 28 calendar days of receipt of such order/commission.
  2. Unless items are expressly designated or marked as “purchased items” in the offer of ELECTRA, items are exclusively made available by ELECTRA on a single-use basis.
  3. In terms of quantity and quality, the pricing list of materials and services shall take precedence over design drawings.
  4. If an offer is prepared according to the information provided by the Client and the documents provided by the respective event management, ELECTRA shall not assume any liability for the correctness of the information and documents received, unless their incorrectness and unsuitability are not recognized by Electra intentionally or due to gross negligence.
  1. Prices, Terms of Payment
  1. The prices stated in the offers and/or cost estimates are subject to change and freely revocable at any time until an order is placed. Price increases of manufacturers or suppliers or wage increases may be passed on to the Client.
  2. The statutory value added tax is not included in the offer prices; it will be stated separately on the invoice at the applicable statutory rate.
  3. Unless otherwise stated in the order confirmation, the net price shall paid within 14 days of the invoice date.
  4. If the Client is delayed or in default of payment, ELECTRA shall be entitled to charge a one-time fixed fee XXX will be charged, as compensation for administrative costs incurred due to the delay. The Client agrees that this fee is fair and reasonable under the circumstances. The fee shall become due immediately upon notification of default and is in alignment with the principles of fairness and transparency under Islamic law. Further claims remain reserved. In the event that goods or materials are handed over on a rental basis, the Client undertakes, upon ELECTRA’s request, to immediately grant possession of the handed-over goods and/or materials.
  5. ELECTRA reserves the right to offer the execution of orders only against advance payment or provision of security and to demand a deposit or partial payment upon conclusion of the contract. Payments received do not accrue interest. Insofar as it has been agreed that the performance of the respective project is to be invoiced in several phases, an invoice shall be issued in each case after completion of the respective phases of the project.
  6. In all other cases, payments shall be made as follows: 50 % of the total amount contractually agreed on will be invoiced when the order is placed or at the latest 8 weeks before the commencement of the event, a further 30 % is due 7 Calendar days before installation and the remaining 20 % of the total amount is due 30 days after dismantling.
  7. Additional services that have not been ordered at least (1) one week before the start of the event will – as far as ELECTRA confirms the additional order – be surcharged with 30% of the quoted price. This also applies to additional services that are ordered during the event.
  8. Is the start, progress or completion of the contractual service delayed for reasons for which the Client is responsible, ELECTRA shall be entitled to charge for the additional expenditure incurred as a result.
  9. Additional (supplementary) work at the Client’s request not covered by the order or additional expenses caused by incorrect information provided by the Client shall be invoiced on a time and material basis, unless a separate order exists on the basis of a separate offer. In these cases, the calculation rates for working hours (including travel and loading times), motor vehicle equipment, material prices and other price lists valid on the day of execution shall apply. Surcharges for overtime, work on Sundays and public holidays shall be charged additionally on the basis of the respective valid statutory regulation and with proof of the individual hours subject to surcharges. The currently valid standard hourly rate shall also apply to work on components provided by the Client.
  1. Set-off and Assignment, Rights of Retention
  1. Generally, the Client shall only be entitled to rights of set-off or retention on the basis of claims that are undisputed, legally established or expressly recognized by ELECTRA. This restriction does not apply to counterclaims of the Client due to defects or the (partial) non-fulfilment of the contract, insofar as these result from the same contractual relationship as the claim of ELECTRA.
  2. The rights of the Client arising from this contractual relationship are only transferable with prior written consent.
  1. Set-up / Installation / Handover / Additional Costs /Pandemic
  1. The Client shall provide the necessary cooperation in a timely manner. The required measurements, drawings and plans shall be made available to the Client. Insofar as it is necessary for the assembly or installation, the Client shall arrange for the necessary preparatory work or the provision of the necessary facilities at the place of delivery, in particular the assembly and operation of machines, at its own expense, insofar as the assumption of the costs by ELECTRA has not been agreed on in writing in advance. LECTRA shall inform the Client in a timely manner of the necessary preparatory work to be carried out by the expected delivery date.
  2. Completion of the agreed service shall take place as agreed on with the Client, and shall be in accordance with Electra’s project time-schedule. ELECTRA reserves the right to carry out minor remaining work until the start of the event, provided this does not significantly impair the launch of the event by the Client. Exceptions due to special agreements because of commissioned additional services and/or event-related longer set-up times are possible. If no handover with a written protocol takes place for acceptance, the overall performance shall be deemed to have been accepted upon commencement of use by the Client, unless there are special circumstances due to which the commencement of use cannot be interpreted as acceptance. In addition, from the date of handover until return by the Client to a representative of ELECTRA for dismantling, the traffic safety, insurance and due diligence obligations with regard to any goods and materials shall pass to the Client.
  3. In the event of a purchase, transport aids and packaging won’t be taken back, with the exception of pallets. The Client 2 is obliged to ensure disposal of the packaging at its own expense.
  4. If the Client so desires, ELECTRA shall insure the delivery with a transport insurance. The costs incurred in this respect shall be borne by the client.
  5. Services on the part of the organizer of the event (electricity, water, telephone, etc.) are to be arranged and invoiced directly by the Client as the contractual partner of the organizer himself and at his own expense. Upon request, ELECTRA will assist in preparing the applications, if the client requires Electra to process the payment on their behalf, an administrative surcharge of 20% will be added.
  6. The costs for storage, forklift truck, waste disposal, customs duties and taxes abroad will be invoiced according to actual expenditure plus an administrative surcharge of 15%.
  7. If the event takes place outside UAE and employees of ELECTRA or suppliers of ELECTRA have to travel abroad for the event, the Client is obliged to bear all additional costs incurred. In addition to all expenses in relation to due to COVID- 19 pandemic. This includes, in particular, obligatory COVID- 19 testing prior to entry abroad and re-entry into UAE as well as costs of any obligatory quarantine on site and after re-entry into UAE (e.g. loss of earnings, hotel and board costs).
  8. If disruptions in business operations occur at ELECTRA’s or its vicarious agents or suppliers for which ELECTRA is not responsible and which are due to force majeure (e.g. natural disasters, pandemics, epidemics, terrorist attacks, strikes and lawful lockouts) or other unforeseeable, extraordinary events for which ELECTA is not responsible and which prevent ELECTRA from providing its services on time, the delivery and completion period shall be extended accordingly. ELECTRA shall immediately inform the Client of the impediment to performance and its expected duration. If the fulfilment of the contract becomes impossible due to the aforementioned disruptions, each of the parties shall be entitled to withdraw from the contract. Insofar as withdrawal is not an option, the right of termination shall take its place. In this case, ELECTRA’s claim to remuneration shall be determined on the basis of the services rendered up to that point, whereby the services rendered shall also include claims of third parties commissioned by ELECTRA in reliance on the performance of the contract.
  1. Warranties
  1. In the event of a purchase, the Client’s rights in respect of defects are conditional upon the Client properly fulfilling its obligations to inspect the goods and notify ELECTRA of any defects without delay. The Client must provide ELECTRA with the opportunity to assess the reported defects. If the notification of defects is delayed or if reservations regarding known defects were not made at the time of acceptance, all warranty claims shall expire entirely.
  2. The warranty claims shall also expire if the Client makes it impossible to determine and rectify the defects.
  3. Insofar as there is a defect in the contractual object of the contract, ELECTRA shall be entitled, at its own discretion, to choose between rectification of the defect and delivery of a new, defect-free item for subsequent performance.
  4. The limitation period for claims for defects is twelve months, calculated from the transfer of risk. Deviating from this, the statutory warranty period shall apply to claims for damages due to intent or gross negligence as well as due to culpable injury to body, life or health. Acceptance shall be deemed to have taken place free of defects at the latest upon commencement of the use of ELECTRA’s services by the Client, insofar as the Client has not declared a reservation with regard to any defects.
  5. The warranty does not extend to such defects that occur during the Client’s possession of the goods due to natural wear and tear, improper handling or improper storage (humidity, heat). In the same way, the warranty does not extend to reasonable deviations in shape, dimensions, colour and quality of the material.
  1. Return/ Cleansing
  1. The parties agree that contamination of the goods and materials beyond the usual extent does not constitute contractual use, even if the purpose of use is known.
  2. The Client shall be obliged to bear and pay the costs for a necessary final cleansing of the goods and materials by a suitable professional company, insofar as the deployment or use of the goods and materials by the Client gives rise to the assumption of a contamination of the goods and materials beyond the usual extent. The Client has to prove to ELECTRA that the necessary final cleansing has been carried out by a suitable professional company at the time of return.
  3. If the Client does not prove to ELECTRA that the necessary final cleansing has been carried out in accordance with Sec.7 (2) at the latest at the time of return, ELECTRA shall be entitled to have the necessary final cleansing carried out at the Client’s expense after the unsuccessful expiry of a reasonable grace period. The assertion of further damages remains unaffected.
  4. At the Client’s request, ELECTRA shall obtain a corresponding offer for the necessary final cleansing and arrange for Cleansing after return at the Client’s expense. The request shall be communicated to ELECTRA at the latest 14 days before the time of return. The regulation according to Sec. 7 (3) shall apply accordingly. ELECTRA shall inform the Client about the costs of the final cleansing 7 days before the end of the contractual relationship regarding the goods and materials.
  5. Insofar as the costs of the final cleansing exceed the replacement value of the goods and materials, the Client may refuse cleansing and reimburse the replacement value. The Client is entitled to prove to ELECTRA that the replacement value is lower than the replacement value notified by ELECTRA.
  6. Insofar as at the time of the return of goods and materials a deterioration or damage of goods and materials has occurred, the Client shall pay compensation for damages. Insofar as repair or maintenance is associated with disproportionate costs, the Client is obliged to reimburse ELECTRA for the replacement value. Insofar as the Client has to reimburse the replacement value, he shall dispose of the goods and materials at his own expense. If the disposal is carried out by ELECTR, ELECTRA is entitled to charge the Client for the disposal costs and any fees associated with the disposal. The assertion of further damages remains unaffected.
  7. Contamination of goods and materials as well as a prohibition of further use by official order or comparable authority measure (seizure, confiscation, expropriation, etc.) due to usage by the Client shall be deemed equivalent to damage.
  1. Limitation of Liability
  1. Electra shall discharge all the Services as well as general obligations using all reasonable care, skill, and diligence and in accordance with all applicable laws.
  2. ELECTRA shall only be liable, irrespective of the legal grounds, for damage caused by culpable breach of a contractual obligation, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the Client may regularly rely (material contractual obligation). Insofar as none of the 3 cases mentioned in this paragraph occurs, the liability is limited in amount to the compensation of the damage typical for the contract, the occurrence of which ELECTRA must expect at the time of conclusion of the contract due to the circumstances known at that time.
  3. Notwithstanding the above, ELECTRA’s total liability under this contract, irrespective of the legal grounds, shall not exceed the total amount of the contract.
  4. The above exclusions and limitations of liability shall also apply to the same extent in favor of ELECTRA’s employees, legal representatives, bodies and executives as well as vicarious agents.
  5. Claims for defects and damages arising from the provision of supplies and services by external companies on behalf of the Client are excluded, unless ELECTRA has breached its duty of care in the selection of the external companies.
  1. Retention of Title
  1. In the event of a purchase, ELECTRA retains ownership of the goods until payment has been made in full.
  2. The Client is obliged to treat the goods and materials with care until payment has been made in full. In particular, the Client is obliged to insure it adequately against fire, water & theft damage at replacement value at his own expense and to provide ELECTRA with corresponding proof upon request. In the case of fixed installations, maintenance and inspection work must be carried out by the Client in a timely manner at the Clients own expense
  3. In the event of seizures or other interventions by third parties, the Client shall inform the third party of the existing retention of title. Furthermore, the Client shall immediately notify ELECTRA in writing so that ELECTRA can protect its rights. Insofar as the third party is not in a position to reimburse ELECTRA for the judicial and extrajudicial costs in connection with the safeguarding of ELECTRA’s legitimate interests, the Client is liable for the loss incurred by ELECTRA.
  4. The Client is not entitled to resell or rent out ELECTRA’s goods or services without ELECTRA’s written consent. The transfer of use to third parties is prohibited without the prior express written consent of ELECTRA.
  1. Cancellation and Postponement
  1. If the Client cancels the order prematurely, ELECTRA’s claim to payment of the agreed remuneration for the commissioned service shall remain in force unless the parties have expressly agreed otherwise. However, ELECTRA must allow the deduction of what it saves in expenses due to the cancellation or what it acquires through other use of its own labour or maliciously refrains from doing so. In addition, ELECTRA shall be entitled to a lump-sum compensation in the amount of 5% of the amount of the non-performed service as well as to payment of any third-party services of subcontractors already commissioned at the time of the cancellation and other amounts and costs incurred insofar as these have not already been taken into account in the settlement. At the same time ELECTRA is released from the obligation to perform.
  2. If the cancellation by the Client is due to a reason for which the Client is not responsible, for example the cancellation of the event as a result of force majeure (disruption of purpose), ELECTRA shall be entitled to a settlement according to the stage of performance as well as third-party services already commissioned from subcontractors and other disbursed amounts and costs in corresponding application of Sec. 5 (8) insofar as these have not already been taken into account in the settlement according to the stage of performance. Postponement of the event for an indefinite period of time due to force majeure shall be deemed equivalent to cancellation.
  3. If the event which forms the basis for the commission is postponed to a later but concrete date, the due date of ELECTRA’s claim for payment of 100% of the remuneration shall remain unaffected. In this case, ELECTRA shall be entitled to charge the Client for any additional expenses incurred as a result of the postponement (e.g. storage costs, cost increases, expenses made in vain, etc.).
  1. Cancellations or Postponements due to Force Majeure
  1. In justified exceptional situations, ELECTRA is entitled to adjust the contractual performance obligations in the event of cancellation or postponement of the event which forms the basis for the commissioning, insofar as this is reasonable for the Client, taking into account his legitimate interests.
  2. A justified exceptional situation which justifies such a measure exists in particular if, due to force majeure (e.g. natural disasters, pandemics, terrorist attacks, strike, National mourning or lockout), the event is cancelled or relocated.
  1. Copyrights and transfer to third parties
  1. ELECTRA reserves all property rights and copyrights to illustrations, drawings, calculations and other documents. This applies in particular to such documents which are designated as “confidential”. Passing them on to third parties requires the prior express written consent of ELECTRA.
  2. Reservations with regards to copyrights shall also apply to all other goods and their components such as plans, drafts, production and assembly documents, concept descriptions as well as descriptions of exhibition and event concepts, designs, graphics, displays, advertising texts or models, irrespective of whether these have been sold or merely made available on a rental basis.
  3. Goods or their components may under no circumstances be copied or reproduced without the written permission of ELECTRA. Any further transfer of rights of use than that required for the performance of the contract, irrespective of whether special protection rights (e.g. copyrights) exist or not, shall require prior express written consent of ELECTRA.
  1. Confidentiality and Data Protection
  1. All information in whatever form (including in written, oral, visual or electronic form, and copies thereof) made accessible by the Client shall not be disclosed to third parties and shall be used by ELECTRA exclusively for the execution of the order. The duty of confidentiality does not apply to information,
  • which is publicly known;
  • which ELECTRA has obtained from third parties without breach of confidentiality obligations; or
  • that are required to be disclosed by law or by legal or regulatory order.
  1. The applicable data protection laws shall apply.
  1. Jurisdiction, Place of Performance, Miscellaneous
  1. If the Client is an entrepreneur, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be the registered office of ELECTRA.
  2. Unless otherwise stated in the order confirmation, the place of performance under the conditions specified in Sec. 14 (1) shall be the registered office of ELECTRA.
  3. Should one of these provisions be invalid, the validity of the remaining provisions shall not be affected. In place of the invalid provisions, the statutory provisions shall apply.
  4. These Terms and Conditions supersedes all previous negotiations, arrangements, understandings, and Purchase orders in respect thereof.
  5. The Kingdom of Saudi Arabia laws shall apply exclusively to all legal relationships between ELECTRA and the Client
  6. Any dispute may, at Electra’s sole discretion, be submitted to the courts of the Kingdom of Saudi Arabia, or any other competent jurisdiction where Electra deems appropriate for the resolution of the dispute.

Terms and Conditions of Electra UAE

  1. Scope of the General Terms and Conditions

These General Terms and Conditions shall apply for orders placed with Electra Exhibitions LLC, Electra Marquees Tent Trading LLC, Electra Exhibitions Al-Arabia Ltd., Electra Interiors LLC, Electra Qatar, and any other affiliate company (hereafter “ELECTRA”). Conflicting or deviating terms and conditions of the Client shall not become part of the agreement even if ELECTRA does not expressly object to them. This shall also apply in the event that the Client expresses that he only wishes to contract on his own terms and conditions. The Clients terms and conditions only apply, if Electra expressly agrees in writing.

  1. Offer, Offer Documents
  1. Orders or commissions shall only be deemed to have been accepted by ELECTRA if ELECTRA has accepted them in writing within 28 calendar days of receipt of such order/commission.
  2. Unless items are expressly designated or marked as “purchased items” in the offer of ELECTRA, items are exclusively made available by ELECTRA on a single-use basis.
  3. In terms of quantity and quality, the pricing list of materials and services shall take precedence over design drawings.
  4. If an offer is prepared according to the information provided by the Client and the documents provided by the respective event management, ELECTRA shall not assume any liability for the correctness of the information and documents received, unless their incorrectness and unsuitability are not recognized by Electra intentionally or due to gross negligence.
  1. Prices, Terms of Payment
  1. The prices stated in the offers and/or cost estimates are subject to change and freely revocable at any time until an order is placed. Price increases of manufacturers or suppliers or wage increases may be passed on to the Client.
  2. The statutory value added tax is not included in the offer prices; it will be stated separately on the invoice at the applicable statutory rate.
  3. Unless otherwise stated in the order confirmation, the net price shall paid within 14 days of the invoice date.
  4. If the Client is in default of payment, ELECTRA shall be entitled to demand default interest after 30 Calendar days in the amount of 9 percentage points above the base interest rate applicable at the time. Further claims remain reserved. In the event that goods or materials are handed over on a rental basis, the Client undertakes, upon ELECTRA’s request, to immediately grant possession of the handed-over goods and/or materials.
  5. ELECTRA reserves the right to offer the execution of orders only against advance payment or provision of security and to demand a deposit or partial payment upon conclusion of the contract. Payments received do not accrue interest. Insofar as it has been agreed that the performance of the respective project is to be invoiced in several phases, an invoice shall be issued in each case after completion of the respective phases of the project.
  6. In all other cases, payments shall be made as follows: 50 % of the total amount contractually agreed on will be invoiced when the order is placed or at the latest 8 weeks before the commencement of the event, a further 30 % is due 7 Calendar days before installation and the remaining 20 % of the total amount is due 30 days after dismantling.
  7. Additional services that have not been ordered at least (1) one week before the start of the event will – as far as ELECTRA confirms the additional order – be surcharged with 30% of the quoted price. This also applies to additional services that are ordered during the event.
  8. Is the start, progress or completion of the contractual service delayed for reasons for which the Client is responsible, ELECTRA shall be entitled to charge for the additional expenditure incurred as a result.
  9. Additional (supplementary) work at the Client’s request not covered by the order or additional expenses caused by incorrect information provided by the Client shall be invoiced on a time and material basis, unless a separate order exists on the basis of a separate offer. In these cases, the calculation rates for working hours (including travel and loading times), motor vehicle equipment, material prices and other price lists valid on the day of execution shall apply. Surcharges for overtime, work on Sundays and public holidays shall be charged additionally on the basis of the respective valid statutory regulation and with proof of the individual hours subject to surcharges. The currently valid standard hourly rate shall also apply to work on components provided by the Client.
  1. Set-off and Assignment, Rights of Retention
  1. Generally, the Client shall only be entitled to rights of set-off or retention on the basis of claims that are undisputed, legally established or expressly recognized by ELECTRA. This restriction does not apply to counterclaims of the Client due to defects or the (partial) non-fulfilment of the contract, insofar as these result from the same contractual relationship as the claim of ELECTRA.
  2. The rights of the Client arising from this contractual relationship are only transferable with prior written consent.
  1. Set-up / Installation / Handover / Additional Costs / Pandemic
  1. The Client shall provide the necessary cooperation in a timely manner. The required measurements, drawings and plans shall be made available to the Client. Insofar as it is necessary for the assembly or installation, the Client shall arrange for the necessary preparatory work or the provision of the necessary facilities at the place of delivery, in particular the assembly and operation of machines, at its own expense, insofar as the assumption of the costs by ELECTRA has not been agreed on in writing in advance. ELECTRA shall inform the Client in a timely manner of the necessary preparatory work to be carried out by the expected delivery date.
  2. Completion of the agreed service shall take place as agreed on with the Client, and shall be in accordance with Electra’s project time-schedule. ELECTRA reserves the right to carry out minor remaining work until the start of the event, provided this does not significantly impair the launch of the event by the Client. Exceptions due to special agreements because of commissioned additional services and/or event- related longer set-up times are possible. If no handover with a written protocol takes place for acceptance, the overall performance shall be deemed to have been accepted upon commencement of use by the Client, unless there are special circumstances due to which the commencement of use cannot be interpreted as acceptance. In addition, from the date of handover until return by the Client to a representative of ELECTRA for dismantling, the traffic safety, insurance and due diligence obligations with regard to any goods and materials shall pass to the Client.
  3. In the event of a purchase, transport aids and packaging won’t be taken back, with the exception of pallets. The Client is obliged to ensure disposal of the packaging at its own expense.
  4. If the Client so desires, ELECTRA shall insure the delivery with a transport insurance. The costs incurred in this respect shall be borne by the client.
  5. Services on the part of the organizer of the event (electricity, water, telephone, etc.) are to be arranged and invoiced directly by the Client as the contractual partner of the organizer himself and at his own expense. Upon request, ELECTRA will assist in preparing the applications, if the client requires Electra to process the payment on their behalf, an administrative surcharge of 20% will be added.
  6. The costs for storage, forklift truck, waste disposal, customs duties and taxes abroad will be invoiced according to actual expenditure plus an administrative surcharge of 15%.
  7. If the event takes place outside UAE and employees of ELECTRA or suppliers of ELECTRA have to travel abroad for the event, the Client is obliged to bear all additional costs incurred. In addition to all expenses in relation to due to COVID- 19 pandemic. This includes, in particular, obligatory COVID- 19 testing prior to entry abroad and re-entry into UAE as well as costs of any obligatory quarantine on site and after re-entry into UAE (e.g. loss of earnings, hotel and board costs).
  8. If disruptions in business operations occur at ELECTRA’s or its vicarious agents or suppliers for which ELECTRA is not responsible and which are due to force majeure (e.g. natural disasters, pandemics, epidemics, terrorist attacks, strikes and lawful lockouts) or other unforeseeable, extraordinary events for which ELECTA is not responsible and which prevent ELECTRA from providing its services on time, the
  9. delivery and completion period shall be extended accordingly. ELECTRA shall immediately inform the Client of the impediment to performance and its expected duration. If the fulfilment of the contract becomes impossible due to the aforementioned disruptions, each of the parties shall be entitled to withdraw from the contract. Insofar as withdrawal is not an option, the right of termination shall take its place. In this case, ELECTRA’s claim to remuneration shall be determined on the basis of the services rendered up to that point, whereby the services rendered shall also include claims of third parties commissioned by ELECTRA in reliance on the performance of the contract.
  1. Warranties
  1. In the event of a purchase, the Client’s rights in respect of defects are conditional upon the Client properly fulfilling its obligations to inspect the goods and notify ELECTRA of any defects without delay. The Client must provide ELECTRA with the opportunity to assess the reported defects. If the notification of defects is delayed or if reservations regarding known defects were not made at the time of acceptance, all warranty claims shall expire entirely.
  2. The warranty claims shall also expire if the Client makes it impossible to determine and rectify the defects.
  3. Insofar as there is a defect in the contractual object of the contract, ELECTRA shall be entitled, at its own discretion, to choose between rectification of the defect and delivery of a new, defect-free item for subsequent performance.
  4. The limitation period for claims for defects is twelve months, calculated from the transfer of risk. Deviating from this, the statutory warranty period shall apply to claims for damages due to intent or gross negligence as well as due to culpable injury to body, life or health. Acceptance shall be deemed to have taken place free of defects at the latest upon commencement of the use of ELECTRA’s services by the Client, insofar as the Client has not declared a reservation with regard to any defects.
  5. The warranty does not extend to such defects that occur during the Client’s possession of the goods due to natural wear and tear, improper handling or improper storage (humidity, heat). In the same way, the warranty does not extend to reasonable deviations in shape, dimensions, colour and quality of the material.
  1. Late Delivery and Performance
  1. ELECTRA recognizes the importance of timely delivery as per schedule. Accordingly, the Client shall be entitled to retrieve parts of the Contract Amount following a discussion with one of Electra’s board members in the event of delay corresponding to the undelivered Scope of Works and shall be at the discretion to charge a penalty of 0.05% of the total Contract Sum for each day of delay not exceeding 2% of the total Contract Sum.
  2. Without prejudice to the above clause, ELECTRA’s liability shall not exceed 2% of the total Contract Amount.
  1. Return/ Cleansing
    1. The parties agree that contamination of the goods and materials beyond the usual extent does not constitute contractual use, even if the purpose of use is known.
    2. The Client shall be obliged to bear and pay the costs for a necessary final cleansing of the goods and materials by a suitable professional company, insofar as the deployment or use of the goods and materials by the Client gives rise to the assumption of a contamination of the goods and materials beyond the usual extent. The Client has to prove to ELECTRA that the necessary final cleansing has been carried out by a suitable professional company at the time of return.
    3. If the Client does not prove to ELECTRA that the necessary final cleansing has been carried out in accordance with Sec.7 (2) at the latest at the time of return, ELECTRA shall be entitled to have the necessary final cleansing carried out at the Client’s expense after the unsuccessful expiry of a reasonable grace period. The assertion of further damages remains unaffected.
    4. At the Client’s request, ELECTRA shall obtain a corresponding offer for the necessary final cleansing and arrange for Cleansing after return at the Client’s expense. The request shall be communicated to ELECTRA at the latest 14 days before the time of return. The regulation according to Sec. 7 (3) shall apply accordingly. ELECTRA shall inform the Client about the costs of the final cleansing 7 days before the end of the contractual relationship regarding the goods and materials.
    5. Insofar as the costs of the final cleansing exceed the replacement value of the goods and materials, the Client may refuse cleansing and reimburse the replacement value. The Client is entitled to prove to ELECTRA that the replacement value is lower than the replacement value notified by ELECTRA.
    6. Insofar as at the time of the return of goods and materials a deterioration or damage of goods and materials has occurred, the Client shall pay compensation for damages. Insofar as repair or maintenance is associated with disproportionate costs, the Client is obliged to reimburse ELECTRA for the replacement value. Insofar as the Client has to reimburse the replacement value, he shall dispose of the goods and materials at his own expense. If the disposal is carried out by ELECTRA, ELECTRA is entitled to charge the Client for the disposal costs and any fees associated with the disposal. The assertion of further damages remains unaffected.
    7. Contamination of goods and materials as well as a prohibition of further use by official order or comparable authority measure (seizure, confiscation, expropriation, etc.) due to usage by the Client shall be deemed equivalent to damage.
    1. Limitation of Liability
    1. Electra shall discharge all the Services as well as general obligations using all reasonable care, skill, and diligence and in accordance with all applicable laws.
    2. ELECTRA shall only be liable, irrespective of the legal grounds, for damage caused by culpable breach of a contractual obligation, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the Client may regularly rely (material contractual obligation). Insofar as none of the cases mentioned in this paragraph occurs, the liability is limited in amount to the compensation of the damage typical for the contract, the occurrence of which ELECTRA must expect at the time of conclusion of the contract due to the circumstances known at that time.
    3. The above exclusions and limitations of liability shall also apply to the same extent in favour of ELECTRA’s employees, legal representatives, bodies and executives as well as vicarious agents.
    4. Claims for defects and damages arising from the provision of supplies and services by external companies on behalf of the Client are excluded, unless ELECTRA has breached its duty of care in the selection of the external companies.
    1. Retention of Title
    1. In the event of a purchase, ELECTRA retains ownership of the goods until payment has been made in full.
    2. The Client is obliged to treat the goods and materials with care until payment has been made in full. In particular, the Client is obliged to insure it adequately against fire, water and theft damage at replacement value at his own expense and to provide ELECTRA with corresponding proof upon request. In the case of fixed installations, maintenance and inspection work must be carried out by the Client in a timely manner at the Clients own expense
    3. In the event of seizures or other interventions by third parties, the Client shall inform the third party of the existing retention of title. Furthermore, the Client shall immediately notify ELECTRA in writing so that ELECTRA can protect its rights. Insofar as the third party is not in a position to reimburse ELECTRA for the judicial and extrajudicial costs in connection with the safeguarding of ELECTRA’s legitimate interests, the Client is liable for the loss incurred by ELECTRA.
    4. The Client is not entitled to resell or rent out ELECTRA’s goods or services without ELECTRA’s written consent. The transfer of use to third parties is prohibited without the prior express written consent of ELECTRA.
    1. Cancellation and Postponement
    1. If the Client cancels the order prematurely, ELECTRA’s claim to payment of the agreed remuneration for the commissioned service shall remain in force unless the parties have expressly agreed otherwise. However, ELECTRA must allow the deduction of what it saves in expenses due to the cancellation or what it acquires through other use of its own labour or maliciously refrains from doing so. In addition, ELECTRA shall be entitled to a lump-sum compensation in the amount of 5% of the amount of the non- performed service as well as to payment of any third-party services of subcontractors already commissioned at the time of the cancellation and other amounts and costs incurred insofar as these have not already been taken into account settlement. At the same time ELECTRA is released from the obligation to perform.
    2. If the cancellation by the Client is due to a reason for which the Client is not responsible, for example the cancellation of the event as a result of force majeure (disruption of purpose), ELECTRA shall be entitled to a settlement according to the stage of performance as well as third-party services already commissioned from subcontractors and other disbursed amounts and costs in corresponding application of Sec. 5 (8) insofar as these have not already been taken into account in the settlement according to the stage of performance. Postponement of the event for an indefinite period of time due to force majeure shall be deemed equivalent to cancellation.
    3. If the event which forms the basis for the commission is postponed to a later but concrete date, the due date of ELECTRA’s claim for payment of 100% of the remuneration shall remain unaffected. In this case, ELECTRA shall be entitled to charge the Client for any additional expenses incurred as a result of the postponement (e.g. storage costs, cost increases, expenses made in vain, etc.).
    1. Cancellations or Postponements due to Force Majeure
    1. In justified exceptional situations, ELECTRA is entitled to adjust the contractual performance obligations in the event of cancellation or postponement of the event which forms the basis for the commissioning, insofar as this is reasonable for the Client,taking into account his legitimate interests.
    2. A justified exceptional situation which justifies such a measure exists in particular if, due to force majeure (e.g. natural disasters, pandemics, terrorist attacks, strike, National mourning or lockout), the event is cancelled or relocated.
    1. Copyrights and transfer to third parties
    1. ELECTRA reserves all property rights and copyrights to illustrations, drawings, calculations and other documents. This applies in particular to such documents which are designated as “confidential”. Passing them on to third parties requires the prior express written consent of ELECTRA.
    2. Reservations with regards to copyrights shall also apply to all other goods and their components such as plans, drafts, production and assembly documents, concept descriptions as well as descriptions of exhibition and event concepts, designs, graphics, displays, advertising texts or models, irrespective of whether these have been sold or merely made available on a rental basis.
    3. Goods or their components may under no circumstances be copied or reproduced without the written permission of ELECTRA. Any further transfer of rights of use than that required for the performance of the contract, irrespective of whether special protection rights (e.g. copyrights) exist or not, shall require prior express written consent of ELECTRA.
    1. Confidentiality and Data Protection
    1. All information in whatever form (including in written, oral, visual or electronic form, and copies thereof) made accessible by the Client shall not be disclosed to third parties and shall be used by ELECTRA exclusively for the execution of the order. The duty of confidentiality does not apply to information,
    • which is publicly known;
    • which ELECTRA has obtained from third party without breach of confidentiality obligations; or
    • that are required to be disclosed by law or by legal or regulatory order.
    1. The applicable data protection laws shall apply.
    1. Jurisdiction, Place of Performance, Miscellaneous
    1. If the Client is an entrepreneur, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be the registered office of ELECTRA.
    2. Unless otherwise stated in the order confirmation, the place of performance under the conditions specified in Sec. 14 (1) shall be the registered office of ELECTRA.
    3. Should one of these provisions be invalid, the validity of the remaining provisions shall not be affected. In place of the invalid provisions, the statutory provisions shall apply.
    4. These Terms and Conditions supersedes all previous negotiations, arrangements, understandings, and Purchase orders in respect thereof.
    5. The UAE law shall apply exclusively to all legal relationships between ELECTRA and the Client
    6. Any dispute may, at Electra’s sole discretion, be submitted to the courts of the United Arab Emirates, or any other competent jurisdiction where Electra deems appropriate for the resolution of the dispute.