Terms and conditions

General Terms and Conditions of roana.design GmbH

Version: 1 January 2026

1. Scope of application, definitions

These General Terms and Conditions apply to all contracts as well as to pre-contractual business relationships (in particular enquiry, quotation, pitch and concept phases) concerning planning, design, conception, graphic, project management, production, rental, logistics and set-up and dismantling services in connection with trade fair and event appearances as well as interior fit-out and interior design (“Services”) between roana.design GmbH (“Contractor”) and its customers (“Client”).

These General Terms and Conditions apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), to legal entities under public law and to special funds under public law. Consumers do not become a party to the contract unless expressly agreed in text form.

Conflicting or deviating terms of the Client apply only if the Contractor expressly consents to them in text form.

2. Contractual basis, order of precedence

The following apply in this order: (1) contract/specification of services, (2) quotation, (3) order confirmation, (4) these General Terms and Conditions, (5) statutory provisions.

Individual agreements between the parties always take precedence over these General Terms and Conditions.

Amendments and additions to the contract should be made in text form (for example by e-mail) for evidentiary reasons, unless a stricter form is required by law.

3. Quotations, documents, cooperation of the Client

Quotations are subject to change unless expressly designated as binding.

The Client shall provide all information required for planning and production (for example CI guidelines, logos, texts, technical specifications of the trade fair, hall plans, media, rigging and construction heights, structural and approval requirements, trade fair deadlines) in good time, in full and correctly.

Delays or additional costs resulting from late or incorrect information, from changes made by the Client or from requirements or changes of the trade fair organizer are not borne by the Contractor and are remunerated as additional services.

4. Conclusion of contract

A contract is concluded by (a) an order confirmation by the Contractor in text form, or (b) acceptance of the quotation by the Client in text form, or (c) commencement of performance by the Contractor.

Verbal side agreements are effective only if they are confirmed in text form.

5. Types of service: contract for work, rental, third-party services

Exhibition stand construction, production and assembly services are as a rule contracts for work. Rental furniture, rental systems and reusable stand components may be provided on a rental basis.

The Contractor may use subcontractors to fulfil the contract.

Where the Contractor merely arranges or coordinates third-party services at the Client’s request (for example trade fair technology, freight forwarding, rigging, media production, catering, hosts and hostesses, electrical services of the trade fair), the Contractor is not liable for their performance, except in the case of demonstrably culpable selection or breach of duty in the coordination.

6. Prices, additional services, cost changes

Prices are net prices plus statutory value added tax and, where applicable, packaging, transport, freight costs, customs duties, insurance, fees of the trade fair organizer and other disbursements, unless expressly agreed otherwise.

Services not included in the quotation (for example additional renderings, plan changes, additional coordination, express production, night and weekend work, additional logistics) are charged on a time and material basis or at agreed unit rates.

Fixed price / cost changes

1. The quoted prices apply as a basis for a period of 4 months from conclusion of the contract.

2. If performance or delivery is agreed beyond this period, or if the project or performance period is postponed for reasons for which the Contractor is not responsible (for example late approvals, subsequent changes, requirements of the trade fair or the organizer, supply chain disruptions), the Contractor is entitled to pass on demonstrable cost increases for material and purchasing, energy, transport and logistics as well as labour costs (including collectively agreed or industry-standard adjustments) to a reasonable extent.

3. The Contractor shall announce a price adjustment in text form and give comprehensible reasons for it. Cost reductions in the items mentioned shall be taken into account accordingly.

4. If the price adjustment exceeds 5 % of the agreed total net remuneration in aggregate, the Client may terminate the contract with regard to the part of the services not yet performed within 7 calendar days of receipt of the notification. In this case the services performed up to that point as well as external costs and orders already triggered and no longer cancellable shall be remunerated or reimbursed in accordance with clause 19.

7. Dates, delivery periods, force majeure

Dates are binding only if they have been agreed in text form as a fixed date. Trade fair deadlines are regularly critical; the Client must grant approvals on time.

In the event of force majeure or unforeseeable events (for example strike, official measures, failure of supply chains, closures, cancellation of the trade fair, extreme weather events) deadlines are extended appropriately. If performance is permanently impossible, either party may withdraw from the contract; services already performed shall be remunerated.

8. Acceptance, handover, use

Work services are generally accepted upon completion or handover of the stand. Acceptance may also take place immediately before the start of the trade fair. The Client shall ensure that a contact person authorized to accept the work is present on site.

After completion, the Contractor may set the Client a reasonable period for acceptance. If the Client does not accept within the period and does not name any defects in text form within the period that prevent acceptance, the work is deemed to have been accepted.

If the Client puts the stand into use or the trade fair opens, acceptance is deemed to have taken place unless defects preventing acceptance were notified beforehand. Minor deviations customary at trade fairs do not entitle the Client to refuse acceptance.

In the case of items provided on a rental basis, return or handover takes place after the end of the trade fair. The Client shall provide access and cooperation (for example clearing of exhibits).

9. Warranty (defects)

The statutory warranty rights for work services apply, subject to the following provisions:

• The Contractor shall as a rule provide subsequent performance (rectification or replacement).
• Defects must be notified in text form without undue delay, in the case of recognizable defects at the latest upon acceptance or handover.
• Minor deviations customary at trade fairs (colour shades and material batches, dimensions within tolerance, small surface irregularities) do not constitute a defect.
• No warranty is assumed for damage or defects caused by improper use, moisture or heat, changes made by the Client or third parties, trade fair operations (visitor traffic) or conditions on the part of the hall.

10. Liability

• The Contractor is liable without limitation in the case of intent and gross negligence, as well as for injury to life, body or health.
• In the case of slight negligence, the Contractor is liable only for breach of material contractual obligations (cardinal obligations) and then limited to the foreseeable damage typical for the contract.
• Liability for atypical, unforeseeable indirect damage and consequential damage is excluded.
• Liability under the German Product Liability Act remains unaffected.

11. Transfer of risk, transport, storage

1. Work services (stand, fittings, assembly): The bearing of risk is governed by the law on contracts for work. The Contractor bears the risk until acceptance or handover; if the Client is in default of acceptance, the risk passes in accordance with the statutory provisions.

2. Transport and shipment of items and goods: Where items or materials are shipped or transported (in particular delivery to the trade fair or return transport) and nothing to the contrary has been agreed, this is done at the Client’s expense. The risk of accidental loss or accidental deterioration of the transported goods passes to the Client upon handover to the forwarder or carrier. This also applies to carriage-paid delivery.

   Transport damage must be documented immediately and reported to the Contractor without undue delay; in the case of freight forwarding, reservations must be noted on the freight documents.

3. Storage takes place only by agreement. For the Client’s stored goods the Contractor is liable only in the case of a culpable breach of duty and otherwise within the scope of any insurance that may have been agreed.

12. Insurance

The Client is responsible for maintaining sufficient insurance cover (in particular exhibitor and trade fair insurance, liability, transport, exhibits).

Insurance taken out by the Contractor is arranged only upon express instruction in text form and at the Client’s expense.

13. Terms of payment, instalments, rights of retention

Unless agreed otherwise, invoices are due immediately. A discount for early payment applies only if agreed in text form.

The Contractor is entitled to request instalment payments. Customary (unless agreed otherwise):

• 50 % on placing the order / after the order confirmation
• 50 % on acceptance or handover of the stand, or at the end of the trade fair

(Alternatively, a different instalment plan may be agreed depending on the project.)

In the event of default of payment, the Contractor may withhold services, postpone dates and/or withdraw from the contract to the extent permitted by law. The Client bears the costs arising from this.

Set-off and the assertion of a right of retention are permitted only with undisputed claims, claims established by a final and binding court decision, or claims that are ready for decision. This does not apply where the counterclaim arises from the same contractual relationship.

14. Retention of title (in the case of sale)

Delivered items that have been sold remain the property of the Contractor until payment has been made in full.

Resale before transfer of title is permitted only in the ordinary course of business; claims arising from this are assigned to the Contractor in the amount of the outstanding claim.

15. Rental items, duty of care, liability of the Client

Rental items remain the property of the Contractor or of its rental partners.

The Client is liable for loss, theft, damage, improper use and shortfalls of rental items up to the amount of the replacement or repair costs.

The Client undertakes to treat rental items with care and to protect them appropriately against access by third parties (in particular theft).

16. Industrial property rights, copyright, rights of use in concepts, designs and plans

All concepts, layouts, renderings, drafts, plans, drawings, CAD data, texts, graphics, visualizations, presentations, calculations and the like created by the Contractor remain the intellectual property of the Contractor, unless expressly agreed otherwise in writing.

After payment in full, the Client receives a simple, non-transferable right of use for the contractually agreed purpose (specifically: the realization and communication of the agreed trade fair appearance).

Excluded from this is the use of the documents exclusively for the Client’s internal review and decision-making; any use beyond this (in particular realization, publication, disclosure to third parties, reproduction or partial reproduction) remains prohibited without the Contractor’s prior consent in text form. In the event of a breach, the Client owes, in addition to injunctive relief and damages, at least a reasonable usage or licence fee.

The Client warrants that content supplied by it (logos, images, texts, trade marks) is free from third-party rights or that it holds the necessary rights of use, and indemnifies the Contractor against claims by third parties.

17. Use as a reference

(1) Reference right

The Contractor is entitled to use services and work results as a reference for its own marketing and sales purposes (in particular website, social media including LinkedIn, PDF presentations, pitches, competitions and awards, case studies). This also covers concepts, drafts, renderings and plans from quotation, pitch or concept phases, irrespective of whether an order is subsequently placed.

(2) Name, logo and trade marks of the Client

The Client consents to the Contractor using the Client’s name as well as trade marks and logos to a reasonable extent for reference purposes, provided that no confidential information is disclosed and the presentation is truthful.

(3) Objection / restriction

The Client may object in text form to being named as a reference (in particular name, logo and trade marks) on the basis of a legitimate interest.

• a) In the case of quotation and pitch documents: the objection must be declared within 14 calendar days of receipt of the first reference or concept documents.
• b) In the case of commissioned projects: the objection must be declared at the latest by the time of the final design approval.

In the event of a timely objection, the Contractor will use the reference exclusively in anonymized form (without name, logo or trade marks).

(4) Revocation with effect for the future

An objection or revocation takes effect for the future. The Contractor will remove content already published within a reasonable period, provided that this is economically reasonable and technically possible.

(5) Precedence of confidentiality / NDA

Deviating confidentiality agreements (for example an NDA) take precedence over this provision.

18. Confidentiality

Both parties shall treat as confidential any information of the other party that is not obvious and is recognizably confidential.

Confidentiality does not apply to information that (a) is generally known, (b) has been lawfully obtained from third parties, or (c) must be disclosed on the basis of a statutory or official obligation.

19. Termination, cancellation, withdrawal

1. If the Client terminates a contract for work, the legal consequences are governed by section 648 of the German Civil Code (BGB). The Contractor is entitled to remuneration for the services performed up to receipt of the termination. For the part of the work not yet performed, the Contractor may demand the agreed remuneration; expenses saved as well as other earnings or earnings maliciously not obtained shall be credited.

2. Instead of a specific settlement, the Contractor may demand a lump-sum remuneration for the part not yet performed, taking into account expenses ordinarily saved. The decisive date is the start of the trade fair agreed in the contract or project plan, or the agreed start of set-up or assembly (alternatively the earliest agreed performance or delivery date). The lump sum amounts to:

   • up to 4 months before the relevant date: 20 % of the remuneration attributable to the part not yet performed
   • up to 3 months: 40 %
   • up to 2 months: 60 %
   • up to 2 weeks: 75 %
   • from 2 weeks: 90 %
   • 9 calendar days or less: 100 %

   • Irrespective of paragraphs (1) and (2), the Client shall reimburse all external costs, third-party services, official or organizer fees, material orders and other disbursements already triggered or no longer cancellable by the time the termination is received (in particular subcontractors, rental equipment and dry hire, logistics and freight forwarding, hotel and travel, trade fair and service orders), insofar as these are not already included in the remuneration. The same applies to cancellation and rebooking fees of third parties.

   • A “cancellation” or a withdrawal without statutory grounds is deemed to be a termination within the meaning of this clause. Statutory rights of withdrawal remain unaffected.

   • The right to terminate for good cause under section 648a of the German Civil Code (BGB) remains unaffected. If the Contractor terminates for good cause, or if the contract is ended for reasons for which the Client is responsible, the above provisions on remuneration, compensation and reimbursement of expenses apply accordingly; further claims remain unaffected.

20. Data protection

The Contractor processes personal data in the course of performing the contract. Further information is contained in the privacy policy at https://roana.design/en/privacy-policy/

21. Place of performance, place of jurisdiction, applicable law

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods.

The place of performance is the registered office of the Contractor.

The place of jurisdiction for all disputes arising from the contractual relationship is, to the extent permissible, the registered office of the Contractor.

22. Final provisions

Should individual provisions of these General Terms and Conditions be or become wholly or partly invalid, the validity of the remaining provisions remains unaffected. The statutory provisions apply in place of the invalid provision.

There are no side agreements. Individual agreements remain unaffected by this; amendments and additions should be confirmed in text form for evidentiary reasons.

This English version is a translation for information purposes. The German version is legally binding.