General terms and conditions of the Bayer 04 Leverkusen Fußball GmbH for services in Hospitality, Conference and Event areas ( esp. BayArena Plus)
1.1 These general terms and conditions (hereinafter 'GTC') apply to all services, which Bayer 04 Leverkusen Fußball GmbH (hereinafter 'Bayer 04 Football') or any third party assigned by Bayer 04 Football render toward the contract partner (hereinafter 'Organiser') in the areas of Hospitality, Conferences and Events (esp. BayArena Plus). For example, the transfer of use of premises for seminars, conferences, presentations and the like, the sale of food and beverages, the organisation of functions.
1.2 The Organiser's general terms and conditions do not apply even if Bayer 04 Football does not expressly object to their application. Confirmations to the contrary with reference to their terms and conditions shall be objected to. Services rendered by Bayer 04 Football for the contracting partner do not imply the acceptance of the Terms and Conditions of said contracting partner.
1.3 Amendments to GTC by Bayer 04 Football are made by means of an offer from Bayer 04 Football and the acceptance of the Organiser. The according offer from Bayer 04 Football is made by notifying the Organiser of the amendments to the contents or by sending the new GTC to the Organiser (with reference to the fact that the GTC have been amended). Should the Organiser not respond to the offer from Bayer 04 Football and/or object within 14 days of receipt of the notification of amendments (or the despatch of the new GTC), this constitutes an acceptance of the offer and the amendments are implemented, provided Bayer 04 Football notifies the Organiser expressly of this consequence in the notification of amendments.
2 Conclusion of contract
2.1 The offers conveyed to the Organiser by Bayer 04 Football are valid for a period of 14 calendar days unless indicated in the offer (Term of acceptance).
2.2 A contract results from the written confirmation of the offer by the Organiser (acceptance) within the term of acceptance. The delayed acceptance constitutes a new offer by the Organiser and requires written acceptance from Bayer 04 Football.
3 Contract content
3.1 The scope of services of Bayer 04 Football comprises the temporary transfer of use of conference and event premises for functions such as seminars, conferences and presentations, meetings etc, as well as further associated services of Bayer 04 Football (e.g. catering) irrespective of the concrete agreement between Bayer 04 Football and the Organiser. Bayer 04 Football undertakes to render the services ordered by and confirmed with the Organiser; the Organiser cannot assign claims to Bayer 04 Football without prior written consent from Bayer 04 Football.
3.2 The Organiser undertakes to pay for the services ordered from Bayer 04 Football and/or for the applicable prices (rental costs, remuneration for food and beverages etc.). This also applies to services and expenses for third parties instigated by the Organiser. The prices quoted are without VAT.
4 Terms of payment and invoicing
4.1 All invoices from Bayer 04 Football are payable immediately without deduction. Invoices are considered received within three days of dispatch, insofar that it cannot be shown that the receipt was earlier.
4.2 The charges for payment transactions are to be paid by the Organiser; if applicable, incurred charges are at the expense of the Organiser.
4.3 Bayer 04 Football is entitled to receive an advance payment or surety when the contract is concluded or between the conclusion of the contract and the rendering of the service.
4.4 Should the Organiser be in default of payment Bayer 04 Football is entitled to charge default interest of 5 % above the base rate. In business transactions the default interest is 8 % above the base rate. The possibility of asserting further legal claims of Bayer 04 Football remains unaffected. Furthermore, the legal regulations for payment default apply.
4.5 The Organiser is to communicate to Bayer 04 Football directly after the conclusion of the contract the valid invoice address (if it differs from the customer address). Should this address not be available to Bayer 04 Football at the time of invoicing or only be available in an incorrect form so that the invoice must be reissued with the corrected invoice address, the Organiser is charged a processing fee of € 8.00.
4.6 The offset of such claims against Bayer 04 Football on the part of the organiser is only permissible if the claims are undisputed and finally and absolutely determined. The same applies to the assertion of the right of retention.
5 Notification and report obligations of the Organiser
5.1 Event set-up: To ensure the safety and best possible preparation and execution of the event, the Organiser undertakes to communicate in writing prior to the conclusion of the event contract the following:
- the name of the event director
- whether 'persons responsible for event technology' assigned by the Organiser are to supervise the set-up and dismantling as well as the event
- the size of the possible scene surfaces/ stages / stands, runways and fore stages to be set up
- whether stage, studio or lighting equipment and/or technical or mechanical furnishings are to be brought in or hung from the ceiling
- whether movement or re-setting of the technical facilities are to take place during the event
- whether mechanical hydraulic movements, artistic performances in or around the spectator area are to take place
- whether activities which are liable to catch fire/ pyrotechnic effects, the use of laser systems, the use of weapons or fog machines are
planned (Please pay attention to the fact that some activities are subject to approval by the authorities)
- whether embellishments, decorations / equipment / props are to be employed (certificates for fire classes required)
- whether the use or exhibition of vehicles on the grounds of the BayArena is planned.
5.1.2. Seating arrangements: Should the Organiser wish to change the seating arrangements, as stipulated in the contract, on the day of the event or on the day before, this is subject to prior approval by Bayer 04 Football. We charge € 150.00 plus VAT for the short-term alterations to the conference room.
5.2 Fire alarm system: There is an automatic fire alarm system installed in the meeting rooms of the BayArena. Use of equipment which generates smoke, heat and/or dust as well as smoke machines, torches, candles etc. must be indicated by the Organiser in timely fashion to adjust the fire alarm system accordingly. If failure to do so should result in a false alarm, the costs incurred shall be charged to the Organiser.
5.3 Technical rehearsal ('Regulations on Places of Assembly' (hereinafter VStättVO) ): For surfaces of more than 200m² in area a technical rehearsal with the entire scenery is to be staged prior to the first event. This rehearsal is closed to the public. It can be forgone if the the type of function or the extent of scenery are deemed harmless. Bayer 04 Football decides based on the details in Nr. 5.1 (possibly in consultation with the supervisory authorities) if a rehearsal can be foregone. If this is not the case, the Organiser must communicate the anticipated time to the building supervisory authorities for the technical rehearsal at 24
hours prior in advance.
5.4 Permits and notices: The Organiser is to attain the required permits, registrations, notices etc. related to the applicable regulations for their function in good time and to meet the duties imposed at their own expense and at their own risk. The registration and payment of the GEMA fees as well as the obtaining permission from GEMA for music recordings and music reproduction is solely a matter for the Organiser. Bayer 04 Football is entitled to ask for a verification of
6 Responsible persons
6.1 The responsibility of the Organiser: The Organiser is responsible for the event programme and the safe and trouble-free running of the event. It is the Organiser's duty to safeguard safety within the premises provided etc., in particular, with reference to cables as well as stage, studio and lighting facilities employed by the performing and vicarious agents for the entire duration of the event. Regarding all objects and materials employed by the Organiser, the requirements of the VStättVO and the Accident Prevention Regulations BGV C1 'Event and Production Sites for Stage Presentations' are to be upheld.
6.2 Event Director: The event director assigned by the Organiser assumes the according functions and tasks in accordance with the VStättVO. The event director is to be present at the handover of the premises and for the duration of the event. They are to familiarise themselves with the event venue prior to the event.
The event manager ensures an orderly and safe running of the event. He/she is to be available at a times for the duration of the event and, if need be, take necessary decisions in consultation with contact persons assigned by Bayer 04 Football, the authorities and external auxiliary bodies (fire brigade, police, building department, office for public order, paramedics, security staff, fire safety authorities). The event director undertakes to discontinue the event if impending
danger to persons in the event venue makes it necessary, if safety systems, facilities or devices do not work or when operating regulations of the VStättVO (see point 7) are not complied with (cannot be complied with). The event director is to be supported by a contact person assigned by Bayer 04 Football. The Organiser and the event director are to ensure that applicable legal regulations (e.g. Youth Protections Laws, Non-Smoker Protection Legislation) as well as the pertinent regulations (House rules for the stadium) are implemented and upheld with regard to the visitors, co-workers, vicarious agents etc..
6.3 Responsible persons and experts for event technology (hereinafter the responsible person) are to be provided by the Organiser. Bayer 04 Football determines the degree of qualification of the responsible persons based on the particulars of event. The responsible person shall be supported by a contact person of the
same qualifications assigned by Bayer 04 Football. Bayer 04 Football is still entitled to take the final decision on all technical and safety matters without restrictions. At least one of the responsible persons for event technology must direct and supervise the set-up and disassembly of the stage, studio and lighting
facilities on a surface area in excess of 200 m² as well as technical rehearsals. If the area used is between 100 m² and 200 m², the presence of one expert for event technology is sufficient. For dress rehearsals, events, broadcasts and recordings on a surface of more than 200 m² at least one responsible person for event
technology must be in attendance in the event venue. For areas between 100 m² and 200 m² one qualified person for event technology is sufficient.
If the safety and functionality of the stage, studio and lighting technology as well as the other technical facilities of the event venue are checked by the responsible person for event technology prior to the event, the type and running of the event are found to be safe and the facilities are not to be re-set or modified in the course of the event, Bayer 04 Football can on the basis of risk assessment carried out by Bayer 04 Football determine in specific cases that the necessary technical supervisor be replaced by a qualified person or another person in a supervisory capacity. The prerequisite for this is that the person familiarises themselves with the technical facilities of their own accord.
6.4 The responsibility of Bayer 04 Football: Bayer 04 Football and the persons assigned by it are entitled and obliged to check on a random basis the VStättVO and its safety guidelines are being upheld. Bayer 04 Football is to be granted access to the rented premises and areas at all times. Any violation of safety guidelines can entitle Bayer 04 Football to evict the Organiser and demand surrender of the contractual object. Should the Organiser not meet a corresponding request, Bayer 04 Football is entitled to have the organiser evicted at their own expense and at their own risk.
7.1 The Organiser is only entitled to the use of the rented premises and facilities for the agreed purpose of use. Any change to the purpose of use requires the prior written consent of Bayer 04 Football.
7.2 Subletting or any other transfer of use to third parties by the Organiser requires the prior written approval of Bayer 04 Football. Section 540 clause 1 paragraph 2 of BGB (German Civil Code) does not apply, insofar as the Organiser is not the user
7.3 The designated rental time includes set-up and disassembly times on the day of the event. Additional time required for set-up and disassembly must be agreed on by Bayer 04 Football in advance. For additional disassembly time Bayer 04 Football charges 50 % of the room rent agreed on per set-up/disassembly day, unless otherwise indicated.
7.4 If the rental period agreed with Bayer 04 Football is exceeded by the Organiser, Bayer 04 Football is entitled to charge the Organiser a proportionate amount of the contractual rent for every commenced hour of the duration of the withheld use of the premises. Bayer 04 Football reserves the right to assert claims for higher or further damages.
7.5 The Organiser shall communicate the exact schedule for the event at least ten days prior to the event and coordinate said schedule with Bayer 04 Football.
Appointments for the handover and return of the premises and facilities shall be allotted after the coordination of the schedule.
7.6 Technical facilities: All permanently installed technical facilities in the premises are only to be operated by Bayer 04 Football personnel: this also applies to connections to the lighting and power networks. Technical equipment employed by the Organiser and/or companies hired by the Organiser must comply with the
generally accepted technical rules regarding safety and functionality. Unless otherwise agreed in advance, the Organiser is not entitled to remove permanently installed technical equipment belonging to Bayer 04 Football from any premises.
7.7 The building and the surrounding grounds are watched using CCTV for safety reasons.
7.8 Overall heights: The overall heights are restricted in some areas of the BayArena. These areas are marked in the floor plans. It is not permissible to exceed the given heights in these areas.
7.9 If a handover protocol is issued when handing over the premises and facilities and the Organiser does not raise any cause for complaint, the premises and facilities are then considered to have been handed over in an orderly condition. If any damage is determined, the Organiser must report this to Bayer 04 Football. The damage is then recorded in a damage protocol and after the disassembly taken note of by both parties. After the conclusion of the event the damage is redressed at the expense of the Organiser.
7.10 The Organiser is to return the premises and the facilities to Bayer 04 Football after the rental period without delay and in an orderly condition. The final cleaning of the premises and facilities is carried out by Bayer 04 Football and charged as agreed.
7.11 The personnel booked by the Organiser at Bayer 04 Football are made available and charged for as of one hour prior to the event and one hour after the event unless otherwise agreed. Security staff (depending on the event Bayer 04 Football reserves the right to book appropriate staff at the expense of the Organiser). The sanitary facilities shall be taken care of by Bayer 04 Football and/or a service provider of Bayer 04 Football. This is charged to the Organiser.
7.12 Complete lists of all persons involved in the set-up/disassembly as well as lists of the participants and/or guests (number) and the license plate number of the vehicles which are to receive entry permits from Bayer 04 Football in accordance with the offer are to be provided to Bayer 04 Football prior to the set-up and/or entering the grounds.
8 Withdrawl of the Organiser (Cancellation)
8.1 In the event of a cancellation by the Organiser - depending on the time of the cancellation - the Organiser has to pay the following cancellation fees:
- receipt of the written cancellation at least 4 weeks prior to the period of performance: free of charge
- receipt of the written cancellation at least 14 days prior to the period of performance: 50 % of the net order value
- receipt of the written cancellation at least 7 days prior to the period of performance: 90 % of the net order value
- cancellations any later shall be charged 100 % of the net order value.
The net order value comprises all of the services ordered by the Organiser (without VAT)
8.2 The Organiser is at liberty to prove that the damage did not come about or did not come about in the claimed sum.
9 Changes to the number of participants or event time
9.1 The Organiser undertakes to specify the foreseeable number of participants and/or guests to Bayer 04 Football on ordering. Any change to the number of participants indicated must be communicated immediately to Bayer 04 Football or at the latest ten work days prior to the event to ensure a thorough preparation. The number of participants is the basis for the calculation. A subsequent reduction of the number of participants is only possible in compliance with Bayer 04 Football. Should the contractual number of participants decrease by more than 30 %, the following rule applies:
- receipt of the written reduction at the latest 14 work days prior to the performance period: 50 % of the net order value a person
- receipt of the written reduction at the latest 7 work days prior to the performance period: 90 % of the net order value a person
9.2 If the agreed start and end times of the event are changed, Bayer 04 Football is entitled to charge the resulting services and costs to the Organiser, unless Bayer 04 Football is responsible for the time changes.
10.1 At the discretion of Bayer 04 Football the catering in the BayArena is carried out by a caterer employed in the BayArena, unless expressly otherwise agreed.
10.2 If there is an agreement between the Organiser and Bayer 04 Football that an outside caterer is to be employed by the Organiser, Bayer 04 Football is entitled to charge an appropriate downtime sum.
10.3 In the event of an outside caterer being employed by the Organiser, the Organiser guarantees that the premises shall be returned on time and in clean and proper condition. The Organiser also ensures that the refuse resulting from the catering is disposed of in accordance with the pertinent legislation and other regulations; in particular the Organiser ensures that all food refuse is disposed of directly after the event at the latest at their own expense. Any violation shall result in Bayer 04 Football having the refuse disposed of. The Organiser undertakes to pay all costs incurred as well as a handling fee of 20% of the incurred costs.
11 Safety operating provisions
11.1. Technical facilities, installations, connections and other devices must be coordinated with Bayer 04 Football in advance and suitably remunerated separately.
11.2. Incurred power costs, unless otherwise agreed, are calculated and charged with the aid of the performance specifications and systems technology.
11.3. Any malfunctions of the technical facilities provided by Bayer 04 Football will be remedied immediately, if possible. Malfunctions which Bayer 04 Football is not responsible for do not entitle the Organiser to withhold or reduce payment.
12 Liability of the Organiser
12.1 The Organiser is liable for all damage to premises, facilities and inventory attributable to culpable intent by themselves, their legal representatives and vicarious agents, participants, visitors, employees and other third parties.
12.2 The Organiser undertakes to to take out suitable personal, material damage and rental liability insurance which covers the obligations resulting from this contract and to provide evidence of this through presentation of policy receipt on request.
13 Objects employed by the Organiser
13.1 Items, structures, decorations and the like brought in by the Organiser or by third parties on their behalf during the rental period are to be coordinated with Bayer 04 Football in advance.
13.2 Bayer 04 Football is not liable for the loss, destruction or damage. This does not apply in cases of gross negligence or intent of Bayer 04 Football or in cases of injury to life, body, liberty or health. Also excluded from this liability disclaimer are individual cases in which the safekeeping represents a cardinal obligation of the contract.
13.3 Branding activities, in particular structures within the premises or the mounting of decorations, signs and other means of advertising require the prior consent of advertising and are generally charged separately by Bayer 04 Football.
13.4 Equipment and facilities employed by the Organiser are to meet the respective norms and legal regulations regarding use and safety (e.g. AnlPrüfVO, Technical Safety Legislation, Noise Legislation, Accident Prevention Regulations etc.). The Organiser is to comply with building and fire safety regulations. Bayer 04 Football is entitled to request an official certificate for such. The set-up or mounting of the Organiser's materials must always be coordinated with Bayer 04
Football due to potential damage.
13.5 Set-up, use and disassembly of Organiser's materials are to be carried out by experts to avoid health hazards and damage to the premises and facilities of Bayer 04 Football. Structural changes are not permissible. The given evacuation routes are to be complied with.
13.6 Material brought in by the Organiser must be removed completely by the Organiser by the end of the agreed rental period and the original condition restored. Following the end of the rental period, the items brought in can be put in storage by Bayer 04 Football at the expense of the Organiser or on lapse of an appropriate deadline the material can be disposed of at the expense of the Organiser. Should the effort required to remove such items be great, Bayer 04 Football is entitled to leave the material in the premises and to charge a downtime fee for the duration. The Organiser is at liberty to prove that the damage did
not come about or did not come about in the claimed sum.
13.7 If deliveries are necessary for the set-up of the event without the Organiser being on location, they shall only be accepted by Bayer 04 Football if they can be assigned clearly to the event. It is the responsibility of the Organiser to transport or have accepted deliveries transported to the suitable storage rooms or exhibition areas. Bayer 04 Football is not liable any damage or theft which may occur during or on the occasion of the delivery unless it is a case of gross negligence or intent by Bayer 04 Football as well as cases of injury to life, body, liberty or health. Also excluded from this liability disclaimer are individual cases in which the transport or delivery due to the circumstances represent a cardinal obligation of the contract.
14 Liability of Bayer 04 Football
14.1 Bayer 04 Football is - provided the statutory provisions do not imperatively stipulate – without limitation liable for damages to life, body or health or damages resulting from its intentional or negligent violation of duties or such by its legal representatives or vicarious agents as well as damage which are within the scope of protection of guarantees or assurances given by Bayer 04 Football.
14.2 For other damage Bayer 04 Football will be liable subject to statutory provisions as follows:
14.2.1 The liability of Bayer 04 Football is limited to the amount of compensation foreseeable and typical for the respective contract for such damage that are attributable to slightly negligent violation of essential contractual commitments by Bayer 04 Football or a legal representative or vicarious agent. Essential contractual commitments are those which enable an orderly execution of the contract in the first place and on the compliance of which the Organiser can and will rely on a regular basis.
14.2.2 Bayer 04 Football is not liable for cases of slightly negligent behaviour.
14.3 The liability without fault for damages of Bayer 04 Football (Section 536a BGB (German Civil Code)) for any defects/deficiencies of the rental object at the conclusion of the contract is precluded, unless they were cause for complaint by the Organiser at the handover. Paragraphs 14.1 and 14.2 remain unaffected.
14.4 Bayer 04 Football is not liable for the use of the cloakroom and other objects employed by the Organiser unless it is a case of gross negligence or culpable intent.
15 Commercial property rights / Copyright law / Name rights
15.1 The Organiser shall only use the name and the applied for and registered brand names of Bayer 04 Football as part of their event advertising with prior consent from Bayer 04 Football and – if approved – on payment of the licensing fee requested by Bayer 04 Football.
15.2 The BayArena is a trademarked building. Irrespective of Section 59 of Copyright Law, copying, distribution and modification of images of the stadium require express consent from Bayer 04 Football. The licensing fees incurred are charged separately.
15.3 In the event of unauthorised use of the names, trademarks etc. of Bayer 04 Football and/or images of the stadium, Bayer 04 Football is entitled to require a penalty payment which is five times the usual amount charged for license fees. Bayer 04 Football expressly reserves the right to assert claims for further damages.
16 Withdrawal/termination by Bayer 04 Football
16.1 Bayer 04 Football is entitled to withdraw from the contract according to statutory provisions in cases of;
- violation of fundamental payment obligations (advance payment or surety) even after setting of a lapsed deadline by Bayer 04 Football;
- violation of full payment even after setting of a lapsed deadline by Bayer 04 Football.
16.2 Bayer 04 Football is also entitled to withdraw from or terminate for an essentially justified reason. There is an essentially justified reason in case of:
- the unplanned scheduling of sports events, which require the use of the rented rooms at Bayer 04 Football
- sub-letting or transfer of use in breach of paragraph 7.2
- a breach of a cardinal obligation by the Organiser, after the unsuccessful lapse of a deadline given by Bayer 04 to remedy the matter
- force majeure or other circumstances beyond the control of Bayer 04 Football, which make the execution of the contract impossible or
- booking of the event using misleading and/or inaccurate facts of significance, for example, the purpose of the event or the Organiser
- justified cause to assume that the event could disrupt the trouble-free business, security and/or reputation of Bayer 04 Football in public.
16.3 In case of justified withdrawal and/or termination by Bayer 04 Football the Organiser has no right to damages. The right of Bayer 04 Football to compensation for resulting losses for Bayer 04 Football and/or for the expenses incurred remains unaffected.
17.1 The Organiser undertakes to treat all information, data and material becoming known to them within the framework of the cooperation as confidential. The confidentiality clause also applies if no contract is concluded. It also applies subsequent to the end of the contractual relationship.
17.2 For any violation of the confidentiality clause the Organiser pays a contractual penalty of Euro 6,000.00 plus VAT. Bayer 04 Football reserves the right to assert further claims. Contractual penalties already paid shall be offset.
18 Concluding provisions
18.1 The house rules of the stadium of Bayer 04 Football apply. These may be viewed in our offices during the business hours of Bayer 04 Football (Mon to Fri, 09:00 -18:00) and can be provided to the Organiser on request.
18.2 Changes or amendments to the contract or GTC must be in written form to be valid.
18.3 Should individual provisions of the contract, including the General Terms & Conditions, be or become null and void or infeasible, the validity of the remaining provision shall remain unaffected. In this case the contract partners shall be obliged to extend or amend the invalid rulings such that the purpose intended through them is achieved to as great an extent as possible. The same applies to contractual loopholes which may come to light.
18.4 Place of performance for all claims from and/or in connection with the present rental agreement is the location of Bayer 04 Football.
18.5 The business relation between the Organiser and Bayer 04 Football is governed by German law with exclusion of the provisions of the International Private Law and the United Nations Convention on the International Sale of Goods. If the Organiser is an entrepreneur, businessman, a juridical person under public law or a public-law special fund or if they has no general place of jurisdiction in Germany or has no place of general jurisdiction in Germany, the only place of jurisdiction is the location of Bayer 04 Football.
As of July, 2015
Note: This translation is for information purposes only. The German text as of July 2015 shall prevail in the event of any discrepancy between this version and the original.