General Terms and Conditions of Business and Rental for Events in the GRAND HALL ZOLLVEREIN in Commercial Transactions. 

1. SCOPE OF APPLICATION OF THESE GENERAL TERMS AND CONDITIONS OF BUSINESS AND RENTAL

1.1 We, Grand Hall Zollverein GmbH, UNESCO World Heritage Zollverein, Kokereiallee 9 - 11, 45141 Essen ("Lessor"), shall let the event rooms of GRAND HALL ZOLLVEREIN exclusively on the basis of these General Terms and Conditions of Business and Rental and the respective Rental and Service Agreement.

1.2 By entering into the rental agreement, the renter of the event rooms accepts these General Terms and Conditions of Business and Rental. Any conflicting terms and conditions of the lessee shall not apply. All further services shall be regulated with the lessee in a rental and service agreement. The provisions from the rental and service contract shall have priority.

1.3 These Terms and Conditions expressly apply to entrepreneurs within the meaning of § 14 of the German Civil Code (BGB), but not to consumers within the meaning of § 13 of the German Civil Code (BGB).

2. PURPOSE OF RENT

Therental object is provided exclusively for the purpose specified in the rental and service agreement. A change of use is only permitted with the prior written consent of the Lessor. A transfer of the leased property for purposes that offend common decency, in particular sexual or pornographic purposes, is prohibited.

3. MANAGEMENT WITH CONTRACTUAL SUPPLIERS

The entire management of the Grand Hall ZOLLVEREIN with event-related services is exclusively the responsibility of the Lessor and the contracting companies engaged by it. The Lessor is entitled to have the management provided by third parties.

The Lessee is only entitled to distribute so-called event-related products, such as program booklets and merchandise items, unless otherwise agreed. For the use or erection of sales booths, exclusively at locations specified by the lessor or for sales outside the sales booths, the lessee shall obtain the prior written consent of the lessor, which the lessor shall grant against payment of a fee. The personnel working for this purpose may be provided by the lessee himself or the lessor may provide personnel for a fee.

4. TERMS OF PAYMENT

4.1 The amount of the remuneration and the amount of the advance payments for the individual services shall be specified in the Rental and Service Agreement.

4.2 The agreed advance payment shall be due no later than 30 days before the first day of the rental period and the balance after receipt of the invoice, unless otherwise agreed in the Rental and Service Agreement. Payments shall be made to the account specified by the Lessor in the Rental and Service Agreement, stating the contract number. In the event of default in payment, the Lessor shall have the statutory rights.

4.3 Insofar as agreed in the rental and service contract, the Lessee shall be obliged to provide adequate security upon conclusion of the contract for all claims of the Lessor arising from the rental and service contract, including any claims for damages, claims for enrichment as well as claims for compensation for use. This can be provided, at the option of the Lessee, either in the form of a cash deposit or the provision of an absolute, irrevocable, unconditional and unlimited bank guarantee from a German credit institution. The amount of the security shall be regulated in the rental and service agreement. The Lessor shall settle the security upon termination of the contract and, if necessary, return the security after deducting any counterclaims.

4.4 In justified cases, in particular in the event of payment arrears or expansion of the scope of the contract, the Lessor shall be entitled to demand additional security in an appropriate amount even after conclusion of the contract until the start of the event. The Lessee may demand this by payment of a cash deposit, provision of a directly enforceable, irrevocable, unconditional and unlimited guarantee from a German credit institution or by additional insurance cover.

4.5 If the Lessee fails to provide the requested security pursuant to No. 4.3 or No. 4.4, the Lessor shall be entitled to withdraw from the contract and/or claim damages after the unsuccessful expiry of a reasonable period to be set by it. Furthermore, if the security is not provided, the Lessor shall be entitled to refuse the performance of the contract, i.e. in particular the transfer of the Leased Item to the Lessee, until the security is provided.

4.6 Services of the Lessor which are not regulated in these General Terms and Conditions of Business and Rental Contract shall only be rendered by the Lessor against payment of the remuneration listed in the valid price list or, in the case of special services, according to agreement.

4.7 Full settlement shall be made on the basis of a final invoice at the end of the rental period according to services rendered as well as operating and ancillary costs incurred. Advance payments already made shall be offset against the final invoice.

4.8 The Lessee shall not be entitled to set off any claims for payment of the Lessor unless the claims of the Lessee are undisputed or have been finally determined by a court of law.

5. HANDOVER AND RETURN OF THE RENTAL OBJECT

5.1 The rental object shall be handed over to the Lessee in proper condition, whereby the Lessor shall remain the owner in accordance with these Terms and Conditions and the Rental and Service Agreement. Upon handover, a written handover protocol shall be prepared in which any defects of the Leased Property shall be listed. If the protocol does not contain any findings of defects, the subject matter of the contract shall be deemed to have been handed over free of defects. The Lessee shall have the right to prove that hidden defects were present at the time of handover.

5.2 At the end of the agreed rental period, the Lessee shall return the rental object to the Lessor. A return protocol shall be prepared and signed by both contracting parties. Damage ascertained in the return protocol which is not already listed in the handover protocol may be repaired by the Lessor at the Lessee's expense, unless the Lessee proves that he is not responsible for the damage ascertained. The Lessor shall be obliged to take reasonable account of its duty to mitigate damage when repairing the damage.

5.3 If the Lessee does not participate in the agreed handover and/or return, the Lessor shall nevertheless be entitled to prepare a return protocol. The protocol prepared shall also be decisive for the scope of the mutual obligations if the Lessor has set the Lessee a reasonable deadline of at least one week, beginning with the receipt of the protocol by the Lessee, for the submission of a declaration of consent and has expressly pointed out to the Lessee in the letter of transmission that his silence on the protocol shall be understood as consent to the protocol.

5.4 If the Lessee does not return the rented object at the end of the rental period or does not attend a return date, the Lessor shall be entitled to take possession of the rented object himself. In this case, the Lessor is also entitled to store the items brought in by the Lessee at the expense of the Lessee. The Lessor may dispose of the items if he has set reasonable deadlines for the collection of the items in writing at least twice and these have passed without success.

6. MODIFICATION OF THE RENTAL OBJECT, INSTALLATIONS

The Lessee is obliged to use the rental object and its facilities with care. He/she must maintain and return the rental object in a proper, in particular usable condition. Any changes to the leased object, in particular installations or the bringing in of heavy or bulky objects, including the transport equipment required for this, as well as the attachment of decorations and other objects, require the prior written consent of the Lessor. In particular, the Lessee must ensure that the permissible load limit of the floor ceilings or floors is complied with before setting up heavy objects, installations and equipment in the leased premises. In case of doubt about the load limits, the Lessee shall obtain the relevant information from the Lessor. The Lessee shall be liable for any damage caused by failure to comply with this provision.

At the latest when the leased object is returned to the Lessor, the Lessee shall restore at his own expense the original condition, i.e. the condition at the time of handover of the leased object, taking into account normal wear and tear. If the Lessee fails to comply with this obligation, the Lessor shall take custody of the items and fixtures left behind by the Lessee at the expense and risk of the Lessee. After the return of the leased property and after the unsuccessful expiry of a reasonable period of time to be notified to the Lessee in text form, the Lessor shall be entitled to remove the objects and fixtures and to restore them to their original condition at the expense of the Lessee. That includes in particular the removal as well as the return on the part of the Lessor of objects of the Lessee left behind in the leased property at the expense of the Lessee. The time and material expenses incurred for commissioning, packaging and removal from storage will be invoiced separately to the Lessee. The Lessor is also entitled to commission a forwarding company or courier service of its choice with the return of these items. The shipping costs incurred for this will be passed on to the Lessee with a business cost surcharge of 15%.

This includes, in particular, the removal from storage and return by the Lessor, at the Lessee's expense, of the Lessee's items left behind in the leased property. The time and material expenses incurred for this for commissioning, packaging and removal from storage shall be invoiced separately to the Lessee. The Lessor shall also be entitled to commission a forwarding agent/courier service of its choice to return these items. The shipping costs incurred for this will be passed on to the Lessee with a business cost surcharge of 15%.

7. EMERGENCY MEASURES FOR THE PRESERVATION OF THE LEASED PROPERTY BY THE LESSOR

The Lessor may carry out repairs, maintenance and structural changes which cannot be postponed and which are necessary to avert dangers or to remedy damage to the leased property (emergency measures) without the Lessee's consent, even during the term of the lease. The Lessee's claim for reimbursement of expenses and advance payments pursuant to Section 555a (3) of the German Civil Code (BGB) shall be waived.

The tenant shall keep the rented property accessible at all times for this purpose. The Lessee may not impede the execution of the emergency measures; otherwise, he/she shall bear the resulting damages, including increased expenses due to the delay.

The Parties clarify that the Lessor has the statutory rights to take further measures and that these are not restricted by the provision in this No. 7.

8. USE OF THE TECHNICAL FACILITIES

The technical equipment of the leased object may only be operated by the lessor. The provisions of the rental and service agreement apply here, supplemented by the statutory provisions. Use of the WLAN system requires the consent of the Lessor.

9. APPROVALS AND GEMA

Official approvals, orders and requirements based solely on the general condition and/or location of the leased object are to be obtained, fulfilled and maintained by the Lessor for the duration of the contract.

Official approvals, permits or other consents which are or become necessary due to the ongoing use of the leased object by the Lessee or which have their cause in the personal or operational circumstances of the Lessee or in the special circumstances of its commercial enterprise or which are based on equipment or fixtures of the Lessee shall be obtained by the Lessee at its own expense prior to the commencement of use and the provisions, conditions and other duties of conduct contained therein shall be complied with or observed by the Lessee on its own responsibility and at its own expense. In addition, the Lessee shall also be responsible for compliance with all provisions of public law, official orders, requirements and other regulations and duties of conduct at its own expense, which are based on the ongoing use of the leased property by the Lessee or have their cause in the personal or operational circumstances of the Lessee or in the particular circumstances of its commercial enterprise or relate to facilities or installations of the Lessee, even if no approval, permit or other official consent is required. In the event that Lessee violates its foregoing obligations and an authority orders action against Lessor and/or imposes a fine, Lessee shall indemnify Lessor

The Lessee is obliged to submit to the Lessor in due time, at the latest 20 days prior to the commencement of use, the original permits issued for his event.

The Lessee shall register the event with the German Performing Rights Society (GEMA) in its name and at its own expense, submit a confirmation of registration to the Lessor in good time, no later than 20 days before the event, and pay the GEMA fees.

10.EVENT INFORMATION

The Lessee shall inform the Lessor in good time, but no later than 20 days before the day of the event, of the planned course of the event. In particular, the Lessee shall inform the Lessor how many visitors are expected to attend the event. If the Lessee fails to comply with this obligation, the Lessor cannot guarantee that the necessary personnel and technical requirements for the event will be met in due time..

Planned changes to the course of the event must be coordinated by the Lessee with the Lessor immediately after they become known. The Lessee shall not be entitled to consent.

11. ORGANISATION FOR PUBLIC EVENTS SUCH AS CULTURAL EVENTS OR CONCERTS

The Lessee is the sole organizer (or entrepreneur or operator within the meaning of the relevant legal provisions) with all rights and obligations. He/she bears the full legal and economic risk of the event, including its preparation and handling after its completion. In particular, he is also responsible for the proper conduct of the event.

The Lessee shall indemnify the Lessor against all claims of third parties arising from and in connection with the event. This shall not apply to such claims of third parties which have their cause exclusively in the area of responsibility of the lessor. The Lessee shall clearly state its organizer status on all event notices - posters, admission tickets, etc. - with the full company name. Naming of the lessor is to be omitted.

The Lessor shall decide on the time of admission of visitors to the foyer; the Organiser shall decide on the time of admission of visitors to the event room. The Lessor shall provide security and control personnel in accordance with the specific requirements and type of event for an expense-related fee. The costs for this shall be shown separately to the Lessee in connection with the service contract. Additional event-related positions shall be staffed separately in accordance with the Lessee's requirements in coordination with the Lessor and shall be deployed at the Lessee's expense. The Lessee shall only be entitled to deploy its own security personnel in the areas specified by the Lessor (for example backstage) in consultation with the Lessor.

The Lessor shall name a responsible project coordinator to the Lessee who shall serve as the organizational contact person for the Lessee during the preparation and postprocessing of the event as well as during the event period. The Lessee shall name an event manager in text form who is authorized to make decisions and is present during the handover and return of the subject matter of the contract as well as during the event.

12. ADVERTISING, TICKET DISTRIBUTION AND PRODUCTION FOR PUBLIC EVENTS

Advertising for the event is the sole responsibility of the renter/organizer. The lessee is free in the design of the advertising. However, he is prohibited from using advertising materials that offend common decency or may damage the Lessor's reputation. In the latter case, the Lessor shall have a right of veto. The Lessee shall submit the advertising materials to the Lessor for inspection prior to their use.

The Lessee shall be obligated to designate the leased object exclusively as GRAND HALL ZOLLVEREIN® in all announcements (Internet, admission tickets, posters, flyers and other advertising materials as well as press releases, etc.) and to include the original logo of the Grand Hall. 

Any form of advertising, branding and signage in the form of graphics, banners, displays or similar media on and in the leased property requires the prior consent of the Lessor in text form. The same applies to the distribution of advertising materials of any kind

The advertising permanently attached to and in the leased property is the sole responsibility of the Lessor and part of the leased property. If the Lessee wishes the GRAND HALL ZOLLVEREIN to be completely or partially free of advertising, it shall bear the costs for the removal or imposition of the permanent advertising and, in addition, shall pay a fee determined by the Lessor.

The production and distribution of tickets shall be the responsibility of the Lessee. The Lessee is obligated to produce and distribute only as many admission tickets as seats are available and permitted according to the seating plan and the building inspection permit. The Lessee is obliged to provide evidence of the number of admission tickets produced by submitting all original delivery bills from the printer or by submitting the sales report. The Lessor shall have an unrestricted right of inspection and control with regard to the production and distribution of admission tickets.

13. MEDIA RIGHTS

Any picture, television, film, video, or sound recordings of any kind require the prior written consent of the Lessor. The Lessor is in principle obliged to grant this consent unless there is an important reason for not granting the consent. The granting of permission is subject to payment of a fee, which is agreed in the rental and service contract. For the purposes of topical reporting (maximum three minutes), the Lessor shall grant consent for the aforementioned recordings free of charge, unless justified interests of the Lessor oppose the granting.

14. ACCESS TO THE VENUE, DOMICILIARY RIGHTS

Personnel of the Lessor, the ambulance service, the police, the fire department, the employees of the checkroom, catering and the hall's own goods sales have access to the leased property at all times, insofar as this is necessary. The instructions of the persons commissioned by the Lessor and the regulatory authorities are to be followed without restriction.

The Lessor shall exercise the overriding domiciliary rights in the event location. He is entitled to delegate the exercise of domiciliary rights to third parties, in particular to members of the security service. In all other respects, the lessee shall exercise the domiciliary rights during the rental period in consultation with the Lessor.

15. LIABILITY OF THE RENTER / INSURANCE OBLIGATION

The Lessee is obliged to conclude a liability insurance policy covering personal injury, property damage and rental damage in connection with its event with the following scope of coverage and to maintain it for the duration of the event :

a) for personal injury and property damage at a lump sum of EUR 5,000,000

b) for financial damages EUR 5,000,000.00

c) within the scope of the property damage cover sums specified under a):

- for damage to rented property

o by fire / explosion to movables and real estate EUR 5,000,000.00

o b) by other causes to movables and real estate EUR 250,000.00

- for damage due to loss of keys EUR 100,000.00

- for processing damage EUR 100,000.00

The Lessee shall provide evidence of the conclusion of this liability insurance and its existence no later than 20 days prior to the day of the event by submitting a written confirmation from the insurer. The written confirmation shall also contain a statement that the liability insurance also covers claims of third parties for which the Lessee has assumed an indemnification obligation vis-à-vis the Lessor pursuant to number 11 of these General Terms and Conditions of Business and Lease. If the Lessee fails to comply with this obligation, the Lessor shall be entitled to take substitute action 48 hours before the start of the event by taking out appropriate liability insurance at the expense of the Lessee.

16 Liability of the Lessor / Exclusion of Warranty Liability under Tenancy Law

The Lessor shall not be liable for such defects of the leased property that exist or arise at the time of the conclusion of the contract; the strict (warranty) liability of the

Section 536a (1) of the German Civil Code (BGB) is excluded. 

In case of injury to life, body or health, the absence of warranted characteristics or a mandatory statutory liability, the Lessor is liable without limitation. In the event of a breach of material contractual obligations, the Lessor shall also be liable in the event of slight negligence, but then limited to the typical foreseeable damage. Essential contractual obligations (cardinal obligations) are those contractual obligations whose fulfillment makes the proper execution of the contract possible in the first place and on whose compliance the Lessee regularly relies on and may also rely. Typical foreseeable damages are those which are subject to the protective purpose of the respective violated contractual norm. In all other respects, the Lessor shall only be liable in the event of gross negligence or intent. The above limitations and exclusions of liability also apply to the organs and vicarious agents of the Lessor.

17. Assignment and Subletting, Majority of Renters

The Lessee is not entitled to assign its rights under the rental agreement to third parties without the Lessor's permission. Subletting to third parties is not permitted without the prior consent of the lessor. The Lessor may refuse consent at its reasonable discretion, in particular if there are doubts about the seriousness or creditworthiness of the third party.

If several persons are lessees, they shall be jointly and severally liable. Declarations, with the exception of termination declarations, made by a Lessee or to a Lessee shall have effect for and vis-à-vis all Lessees. Each Lessee must accept facts in the person of a Lessee or actions of the other Lessees as if they were his own.

18. Term of Contract, Termination and Right of Retention

The rental and service contract has the duration specified therein. Ordinary termination is excluded for the duration of the contract. The right to extraordinary termination remains unaffected for both contracting parties. In particular, the Lessor shall be entitled to terminate the contract without notice if

• the Lessee is in default with a substantial part of the payments or securities to be provided by him.
• the Lessee fails to comply with safety instructions issued by the Lessor or violates official requirements or statutory provisions.
• the Lessee violates significant contractual obligations and continues this violation despite a warning or fails to remedy its consequences within a reasonable period of time.
• the Lessee changes the purpose of the event without the Lessor's consent;
• insolvency proceedings are opened against the assets of the Lessee, or the opening is rejected for lack of assets; 
• there are concrete indications that the event will lead to disturbances of public safety and order or to personal injury or damage to property.
• If the Lessor terminates the rental agreement without notice, the Lessee's obligation to pay the rent shall not thereby cease. In addition, the Lessor shall be entitled, prior to exercising its right of termination, to first assert a right of retention in such a way that it refuses to make the event location available or to hold the event until the Lessee eliminates the reason for termination, i.e., in particular complies with safety regulations, fulfills official requirements, or rectifies violations of the contract.

Section 545 of the German Civil Code (tacit extension of the lease in the event of continued use) is expressly excluded.

19. Appointment Options, Cancellation of an Event

Appointment options (event dates not firmly booked) automatically expire on the day on which the option ends if the rental and service contract has not been concluded by this date or the option has not been extended in writing by the Lessor.

Unless otherwise agreed and unless there is a right of termination or withdrawal, the Lessor shall be entitled to the agreed remuneration even if the Lessee does not make use of the services. However, the Lessor must take into account the value of the saved expenses as well as those advantages which he obtains from an alternative utilization of the use. The Lessor is entitled to calculate the value of the saved expenses as a lump sum as follows:

- from the 1st to the 90th day before the event 0% of the agreed fees plus any ancillary costs already incurred, plus statutory VAT

- from the 91st to the 180th day before the event 25% of the agreed fees plus any ancillary costs already incurred, plus statutory VAT

- from the 181st - 270th day before the event 50% of the agreed fees plus any ancillary costs already incurred, plus statutory VAT.

- from the 271st day before the event 75% of the agreed fees plus any ancillary costs already incurred, plus statutory VAT

Additional costs include, in particular, those costs with which the Lessor has made advance payments on behalf of the Lessee, but which are to be reimbursed by the Lessee in accordance with the contractual provisions. A concrete calculation of the saved expenses and/or the assertion of further claims, in particular for reimbursement of expenses or damages, shall be expressly reserved to the Lessor. For its part, the Lessee shall be permitted to prove that a claim of the Lessor has not arisen at all or has arisen in a significantly lower amount than according to the aforementioned lump sums.

20. Data protection

The parties undertake to store and process the respective personal data in accordance with the requirements of the German Data Protection Regulation (DS-GVO) and the German Federal Data Protection Act (BDSG).

21 Place of fulfillment, Applicability of German law, Place of jurisdiction

The place of fulfillment for all claims arising from or in connection with the rental and service contract is Essen.

The law of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods shall apply.

If the contractual partner is an entrepreneur, a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in the Federal Republic of Germany, Essen is agreed as the exclusive place of jurisdiction for all disputes.

//Essen, im Dezember 2018