Terms and Conditions of NRW.Global Business GmbH
NRW.Global Business GmbH, Völklinger Straße 4, 40219 Düsseldorf, Germany ("NRW.GLOBAL BUSINESS") is the foreign
trade promotion agency of the State of North Rhine-Westphalia ("NRW") and acts as a partner for national and international
companies in investment projects and settlement in NRW as well as in the development of foreign markets for North RhineWestphalian companies and networking with international business partners. The activities of NRW.GLOBAL BUSINESS are
subject to the following terms and conditions of NRW. GLOBAL BUSINESS GmbH ("GTCs").
1.
1.1

1.2

1.3

2.

3.
3.1
3.1.1

3.1.2

Part I - General Terms and Conditions
Applicability and scope of application
These Terms and Conditions shall apply if and to theextent that the contracting party ("CP") is anentrepreneur (Section 14 German Civil Code (BGB)), abusiness person within the meaning of the German
Commercial Code (HGB), a legal entity under public law
or a special fund under public law.
The contract concluded on the basis of the GTCs
between NRW.GLOBAL BUSINESS and the CP(hereinafter jointly referred to as "Parties" andindividually also as "Party") constitutes the entire
agreement between the Parties with regard to theagreed services, unless expressly agreed otherwise.
Any agreements made or assurances given by
NRW.GLOBAL BUSINESS before the conclusion of thewritten contract are non-binding and are completely
superseded by the contract, unless it is expressly statedin each case that they are to continue to be binding.
These GTCs apply exclusively. Conflicting, deviating
and/or supplementary terms and conditions of the CP
are hereby rejected and do not become part of thecontract, unless NRW.GLOBAL BUSINESS expressly
agrees to their validity in writing. Among other things, itdoes not constitute an agreement if NRW.GLOBAL
BUSINESS unconditionally accepts orders, renders
services or directly or indirectly refers to letters etc.
which contain the terms and conditions of the CP in
knowledge of the terms and conditions of the CP.
Reservation of rights
NRW.GLOBAL BUSINESS reserves all property rights,
copyrights and trade mark rights to all documents,
materials and other objects (e.g. order documents,
plans, drawings, illustrations, calculations, productdescriptions, manuals, samples, models and otherphysical and/or electronic items, documents,
information and objects) provided to the CP by
NRW.GLOBAL BUSINESS, unless expressly statedotherwise in the Contract.
Confidentiality
Obligation to maintain secrecy
The Parties will disclose, or have already disclosed,
certain confidential information in connection with theexecution and performance of the Contract.
"Confidential
Information"
means
all
data,
information, documents, processes and content
disclosed by one party ("disclosing party") to the otherparty ("receiving party") in any form, as well as in any
medium (written, oral, electronic or otherwise), prior to,at or after the time of entering into the Contract,provided, made available or otherwise known and (i) is
marked as confidential by use of "confidential", "secret"or similar term and/or (ii) by its nature, manner of
disclosure or otherwise, is reasonably to be regarded asconfidential; Confidential information shall in particularmean information relating to the business, including
technical, business, financial, customer and productrelated information (including address files andcustomer data), know-how, processes, ideas, as well as
trade and business secrets and all personal data
pursuant to the German Federal Data Protection Act orcomparable laws or regulations of the European Union.
The receiving party undertakes, subject to the
Position as of: October 2022

3.1.2.1
3.1.2.2

3.1.2.3
3.1.2.4
3.1.3
3.1.3.1

3.1.3.2

3.1.4

3.2
3.2.1

3.2.1.1
3.2.1.2
3.2.1.3
3.2.1.4
3.3
3.3.1

3.3.2
3.3.2.1
3.3.2.2
3.3.2.3
3.3.3

provisions of the following clause,
to keep confidential information strictly confidential andto store it carefully;
not to pass on, disclose or otherwise make available
confidential information to any third party – directly,
indirectly, in writing, orally or otherwise (e.g., de facto
disclosure) – unless the Contract expressly provides
otherwise; andnot to use, reproduce or record confidential information
for any purpose other than for contractual purposes; andnot to issue press releases or other public disclosures
regarding the relationship between the Parties without
the prior approval of the disclosing party.
In order to ensure the non-disclosure of the confidential
information, the receiving party undertakes
to take at least the same measures as it takes to protect
its own confidential information, and in any event no lessthan reasonable measures, to prevent the disclosure ofconfidential information and to protect the disclosing
party's interest in keeping it confidential; andto notify the disclosing party promptly upon becoming
aware of any actual or threatened unauthorized use or
actual or threatened unauthorized disclosure ofconfidential information and to take all reasonable
steps, with the assistance of the disclosing party as
appropriate, to prevent or terminate such use or
disclosure.
These GTCs do not restrict in any way the legal rightsthat exist under the Trade Secrets Act. However, thereceiving party is prohibited from obtaining confidential
information by way of reverse engineering.
Non-confidential information
The provisions of the confidentiality agreement shall not
apply to confidential information for which the receiving
party can prove that, without its involvement, fault
and/or a breach of the Contract,
it was publicly known or publicly available at the time of
disclosure or subsequently became publicly known or
publicly available;
it was already known to or lawfully in the possession of
the receiving party at the time of disclosure without anobligation of confidentiality;
it was disclosed to the receiving party by a third party
without any obligation of confidentiality; or
it was developed by the receiving party independentlyof the confidential information.
Exceptions
The receiving party shall be permitted to disclose
confidential information to third parties if and to theextent it has been expressly authorized to do so in
writing by the disclosing party in advance. In suchcases, the receiving party shall notify the disclosing
party in writing of the name and address of the third
party.
Disclosure of confidential information is also permittedto
employees (including employees, freelancers, students
and similar persons who are not permanent
employees),affiliated companies, andmembers of corporate bodies, legal representatives andcommittees.
The receiving party undertakes, in the cases referred to1Terms and Conditions of NRW.Global Business GmbH3.3.3.1
3.3.3.2
3.3.3.3
3.3.4
3.3.5

3.3.5.1

3.3.5.2

3.3.6

3.4
3.4.1

3.4.2

3.4.3

3.5
3.5.1

in Article 3.3.2 Part I, to ensure that
confidential information is disclosed to such persons
only if and to the extent necessary for the purposes
described in the preamble (need-to-know principle);the persons are informed that the information is
confidential information; andsuch persons undertake to maintain confidentiality to
the same extent as the receiving party.
Disclosure of confidential information is also permitted
to tax or legal advisors if and to the extent that they areprofessionally bound to secrecy.
The receiving party shall further be permitted to disclose
if and to the extent the receiving party is required by law
or court or governmental authority decision to disclose
and/or inform about confidential information, in whichcase the receiving party shallpromptly notify the disclosing party in writing of suchobligation and, upon request, assist the disclosing party
in protecting or causing to be protected, to the extent
possible, the confidential information; andinsofar as no other protections are in place, disclose
only such confidential information as is required to bedisclosed and use its best efforts to ensure that theconfidential information disclosed is handled, to theextent possible, in accordance with the Contract.
With respect to the confidential information disclosed to
the receiving party, the receiving party shall acquire
neither a legal claim nor a license, unless expressly
stated otherwise in the Contract.
Duration
The confidentiality obligations shall enter into force
upon signature of the Contract. The obligations under
Article 3 Part I shall end when the last confidential
information received is no longer confidential without
breach of this Contract or other breach of law.
The receiving party shall at any time upon the disclosing
party's request immediately return, delete and/or
otherwise completely destroy (e.g. irrevocably delete
from hard disks or other electronically readable storage
media) all physical and/or electronic reproductions andcopies of confidential information (in particular
documents and other materials that contain confidential
information, were created using confidential informationor allow conclusions to be drawn about confidential
information) at the disclosing party's discretion andconfirm this. In any event, immediately following the endof the term of the Contract, the receiving party shallreturn or, at the disclosing party's option, delete and/or
otherwise completely destroy confidential information
as described above and so confirm in writing to thedisclosing party within seven (7) days of the terminationof the Contract that all confidential information in its
possession or under its control has been destroyed.
Notwithstanding any provisions to the contrary, thereceiving party shall be entitled to retain copies ofconfidential information to the extent necessary tocomply with applicable legal and regulatory
requirements (in particular, retention obligations),
provided, however, that such confidential information
shall continue to be subject to the provisions of theContract, in particular these GTCs.
Contractual penalty
For each case of culpable breach of the obligations
under the Contract by the receiving party, the receiving
party shall pay a contractual penalty to be determinedby the disclosing party at its reasonable discretion(Section 315 BGB), the appropriateness of which shallbe reviewed by the competent court in the event of adispute. The defense of continuation of offense is

Position as of: October 2022

3.5.2

4.
4.1
4.2
4.2.1

4.2.2

4.2.3

4.2.4

4.3
4.3.1

4.3.2

4.3.3

4.3.4
5.

excluded for intentional breaches of obligation. In thecase of continuous violations, each commenced weekof the violation shall be deemed a separate violation.
Any further claims for damages shall remain unaffected,
as shall any further claims, in particular claims for
injunctive relief. Any contractual penalty paid shall be
offset against any claims for damages. The contractual
penalty shall represent the minimum damage.
Data protection
Each party is required to comply with its obligations
under data protection law.
If and to the extent that the CP obtains personal datafrom NRW.GLOBAL BUSINESS, the following
provisions apply:
The CP must exercise due diligence to ensure that all
persons entrusted by it with processing observe thelegal provisions concerning data protection and do notpass on or otherwise exploit the information obtained
from the domain of NRW.GLOBAL BUSINESS to third
parties.
The CP is not authorized to use data for its own
purposes or for the purposes of third parties. In any
case, the responsibility for the legal admissibility of theprocessing of personal data and the fulfillment of therights of the data subjects lies with NRW.GLOBAL
BUSINESS.
Insofar as the CP uses third parties for the fulfillment ofservices arising from the Contract after prior writtenconsent of NRW.GLOBAL BUSINESS, it must obligate
these and any subcontractors to comply with the dataprotection provisions contained in the contract, inparticular these GTCs.
Upon request, the CP shall provide NRW.GLOBAL
BUSINESS with a comprehensive statement on allquestions relevant to data protection as well as relevant
documents, if available. Irrespective of this, the CP has
to inform NRW.GLOBAL BUSINESS about all findingsof relevance to data protection law without delay on its
own initiative.
If and to the extent that NRW.GLOBAL BUSINESS
obtains personal data from the CP for the planning andorganization of events, the following provisions apply:
In compliance with the provisions of the Data Protection
Act of the State of North Rhine-Westphalia, the datatransmitted to NRW.GLOBAL BUSINESS will be stored
and forwarded to the offices responsible for this in thecontext of processing the application or carrying out theevent. The company details requested in the application
will be entered into a database and stored there. They
are required for the organization and implementation of
the event. Furthermore, they will be used to inform
about further events of NRW.GLOBAL BUSINESS andits specialized partners, if necessary.
The company data requested in the questionnaires by
NRW.GLOBAL BUSINESS after the event arenecessary for the follow-up of the event and theanonymized evaluation by NRW.GLOBAL BUSINESS.
They will be digitally recorded and stored by
NRW.GLOBAL BUSINESS. The company data will betreated confidentially and will not be passed on to third
parties.
The event will be documented photographically. If
applicable, selected photos of the event will be
published as part of reports on the event or to illustrateprogram booklets.
The exhibiting company agrees to the aforementioned
treatment of its company data. This consent may be
revoked at any time.
Liability2Terms and Conditions of NRW.Global Business GmbH
5.1
5.1.1
5.1.2
5.1.3
5.1.4
5.1.5
5.2

5.3
5.4

6.

7.
7.1

7.2
7.3
7.3.1

7.3.2

8.
8.1

NRW.GLOBAL BUSINESS shall be liable for damages
which
are caused intentionally or by gross negligence, orinsofar as these are damages culpably caused by
NRW.GLOBAL BUSINESS arising from injury to life,
body or health, orin case of culpable violation of a material contractual
obligation, orin case of non-fulfilment of a warranty, or
if a defect was fraudulently concealed by
NRW.GLOBAL BUSINESS.
Material contractual obligations are those obligations of
NRW.GLOBAL BUSINESS which provide the CP with alegal position which the agreement must grant it
according to its content and purpose, as well as those
whose fulfillment enables the proper execution of thecontract in the first place and on whose compliance theCP regularly relies and can rely. In the case of slightly
negligent breach of material contractual obligations, theliability of NRW.GLOBAL BUSINESS is limited to theamount of the damage typically foreseeable at the timeof the conclusion of the Contract.
In all other respects the liability of NRW.GLOBAL
BUSINESS is excluded.
The exclusion of liability applies equally to
NRW.GLOBAL BUSINESS, its legal representatives,
executive employees as well as other vicarious agentsor assistants, with the exception that the liability forgross negligence of other vicarious agents isdetermined according to the regulations for slight
negligence listed in paragraph 5.2.
Insurance
To cover property damage, personal injury and financial
loss for which the CP or its vicarious agents are
responsible, the CP shall maintain liability insurance
that covers such consequences of damage to the best
possible extent.
Term and termination
If the parties do not agree on a different term, thefollowing provision shall apply:
The Contract shall become effective upon signature ofboth parties, however no later than upon provision ofcontractually agreed services, and shall continue toapply as long as one of the parties provides contractual
services.
The right to extraordinary termination for good cause
remains unaffected.
NRW.GLOBAL BUSINESS has a right of extraordinary
termination in particular in the following cases:
The CP stops its payments to its creditors, it applies forthe opening of insolvency proceedings, composition or
bankruptcy proceedings (or comparable legal
proceedings) against its assets, the aforementioned
application is permissibly filed by NRW.GLOBAL
BUSINESS or a third party, the aforementioned
proceedings are provisionally or finally opened, theaforementioned application is rejected for lack of assets
and/or the proper execution of the contract isjeopardized as the CP becomes recognizably insolvent.
The CP commits a not insignificant violation of legal
and/or contractual obligations, which leads to the loss ofconfidence of NRW.GLOBAL BUSINESS.
The CP has to inform NRW.GLOBAL BUSINESS
immediately about an occurrence of the reasonsmentioned in Article 7.3.1 Part I.
Right of access and inspection
The CP is obligated to grant a third party (e.g. membersof the legal or tax consulting professions) commissioned
by NRW.GLOBAL BUSINESS and bound to secrecy,
Position as of: October 2022

8.2
8.3

9.
9.1

9.2

9.3

9.4
9.5
10.
10.1

access to their business premises, business facilities(including books and documents) used for the fulfillmentof the contract during normal business hours to an
objectively justified extent. The third party will provide
NRW.GLOBAL BUSINESS with information anddocuments only if and as far as this is necessary.
NRW.GLOBAL BUSINESS will announce the visit of thethird party with reasonable notice in advance andcoordinate the date with the CP. If an authority carries
out an audit or if other circumstances require immediate
action, no prior information is required.
The CP shall support NRW.GLOBAL BUSINESS to an
appropriate extent with regard to the fulfillment ofregulatory and statutory audit requirements.
NRW.GLOBAL BUSINESS will ensure that business
operations and the legitimate interests of the CP (e.g.
confidential information, data protection, labor law
requirements, protection of personal rights) are notunreasonably impaired.
Force majeure
The parties undertake to comply at all times with all
public law restrictions and general rules of conduct
applicable in connection with pandemics, in particular
the COVID 19 pandemic. Each party shall be
responsible for ensuring that its employees as well as
its respective contractual partners observe therespective applicable rules of conduct as well as
restrictions.
Force majeure, labor disputes, riots, official orders andmeasures and other unforeseeable, unavoidable andserious events release the parties from their mutual
performance obligations for the duration of theimpossibility of performance and to the extent of theireffect - i.e. insofar as it is impossible for the CP toperform its services, NRW.GLOBAL BUSINESS isreleased from its payment obligation to the same extent.
The mutual obligations to perform will only revive after
the event has ceased to exist. The performance periods
and deadlines are postponed appropriately; in case of
doubt by the period of the duration of the impossibility.
NRW.GLOBAL BUSINESS is, however, entitled toterminate the contract at any time if the performance is
no longer of interest for NRW.GLOBAL BUSINESS incase of an extension of the deadline. The parties are
obliged to give each other the necessary information
without delay. In the event of force majeure, both parties
shall jointly decide which measures are to be taken tominimize the effects of the force majeure.
Should such an impediment last for an unreasonably
long time, NRW.GLOBAL BUSINESS is entitled towithdraw from the Contract in whole or in part. The
unreasonableness of the duration of the hindrance is tobe assessed according to the purpose pursued with theorder.
As soon as the impeding circumstances cease to exist,
the CP must inform NRW.GLOBAL BUSINESS of thisin writing and resume its performance without delay.
Faulty or delayed deliveries to the CP and/or the failureof upstream suppliers do not constitute a case of force
majeure.
Other provisions
Amendments
Amendments and supplements to the Contract as well
as all confirmations and legal declarations (e.g. settingof deadlines, reminders, declarations of withdrawal)
must be made in German and must be in writing in order
to be effective, unless a stricter form is prescribed bylaw. Fax or simple e-mail is also sufficient as written
form, in each case also without a signature (text form).
3

Terms and Conditions of NRW.Global Business GmbH

10.2
10.2.110.2.2

10.3
10.3.1

10.3.210.3.3

10.4

10.5

10.6
10.6.1

NRW.GLOBAL BUSINESS reserves the right todemand proof in case of doubts about the legitimacy ofthe person declaring for the CP or about the binding
nature of their declaration. Legal mandatory formal
requirements remain unaffected.
Continued validity
If individual provisions of the Contract are or become
void, invalid or unenforceable in whole or in part, thisshall not affect the validity of the remaining provisions.
The invalid agreement shall be replaced by the legal
regulation. The parties shall endeavor to find a legallyeffective regulation that corresponds as closely as
possible to the invalid provision.
If the Contract proves to be incomplete for reasons otherthan those mentioned (in particular due to the absenceof regulations, for example due to the overlooking ofpoints requiring regulation), the parties shall agree on
effective regulations in this respect – subject to thepossibility and priority of a supplementary interpretationof the Contract – which come as close as possible to theeconomic objectives of the Contract.
Rights of set-off and retention
NRW.GLOBAL BUSINESS is entitled to all rights of setoff and retention (in particular Section 273 BGB) as wellas the defenses of non-performance of the contract,
defectiveness (in each case Section 320 BGB) and
uncertainty (Section 321 BGB) to the full legal extent. In
particular, NRW.GLOBAL BUSINESS is entitled towithhold payments as long as NRW.GLOBAL
BUSINESS is still entitled to a claim from the contractual
relationship concerned due to incomplete or defective
performance, unless otherwise stipulated in Section 320
Para. 2 BGB.
NRW.GLOBAL BUSINESS is also entitled in the caseof rectifiable (instead of only irrectifiable) defects, andalso if these are minor, to refuse payment of the
remuneration in accordance with Section 320 Para. 1
BGB and, in accordance with Section 273 Para. 1 BGB,
to refuse acceptance of the service until the defect has
been rectified, insofar as it does not arise from special
circumstances that NRW.GLOBAL BUSINESS would
exercise this respective right of retention in a manner
contrary to good faith (Section 242 BGB).
The CP is only entitled to offset if and insofar as its
counterclaim is undisputed or legally established or is in
a reciprocal relationship to the claim of NRW.GLOBAL
BUSINESS against which the CP is offsetting. The CP
is only entitled to assert a right of retention insofar as its
counterclaim is either undisputed, legally established orbased on the same contractual relationship as the claimof NRW.GLOBAL BUSINESS against which the CP
opposes the right of retention.
Disposals
Any disposal by the CP of claims arising from thecontract, in particular by way of sale, assignment,
pledge or usufruct, is only permitted with the priorwritten consent of NRW.GLOBAL BUSINESS. Section
354a para. 1 HGB remains unaffected.
Working days
Working days are Monday to Friday, with the exceptionof public holidays at the business location of
NRW.GLOBAL BUSINESS.
Applicable law and place of jurisdiction
The Contract and all disputes and/or claims arising outof or in connection with the Contract (including any noncontractual claims or disputes) shall be governed by thelaws of the Federal Republic of Germany with the
exception of the German and European provisions ofprivate international law applicable to the Federal

Position as of: October 2022

10.6.2

1.

2.
2.1

2.2

3.

4.
4.1
4.2

4.3

4.4

Republic of Germany. The application of the United
Nations Convention on Contracts for the International
Sale of Goods of 11 April 1980 is excluded.
The place of jurisdiction is Düsseldorf, Germany.
NRW.GLOBAL BUSINESS is in all cases entitled at its
discretion to invoke the courts at the general place ofjurisdiction of the CP or at the place of performance
instead. Mandatory legal provisions, in particularregarding exclusive places of jurisdiction, remain
unaffected.
Part II – Terms of Ordering
Applicability
The regulations of this Part II apply to all business
relations of NRW.GLOBAL BUSINESS with the CP, if
and as far as the CP renders services to NRW.GLOBAL
BUSINESS.
Conclusion of the Contract
Invitations to tender, requests for information and offer
letters from NRW.GLOBAL BUSINESS represent nonbinding invitations to submit an offer, unless theinvitation to tender, request for information or the offer
letter expressly states otherwise. The offer submitted by
the CP in response to the invitation to tender, request
for information or the offer letter shall be deemed to bea binding offer. A contract is only concluded with theexplicit acceptance of this offer by NRW.GLOBAL
BUSINESS. This applies without prejudice to the rules
for the conclusion of contracts in an award procedure,in particular according to the 4th part of the GWB (ActAgainst Restraints of Competition), the VgV (regulation
for awarding contracts), the UVgO (sub-threshold award
regulation), the VOL (award and contract regulation forservices) and the VOF (award regulation for freelanceservices).
If the CP recognizes that the service description or otheraspects of the invitation to tender, request for
information or the offer letter of NRW.GLOBAL
BUSINESS are faulty, incomplete, ambiguous,
objectively not feasible or more economical to realize
with regard to the execution of the Contract, it must
immediately inform NRW.GLOBAL BUSINESS of thisas well as of the consequences recognizable to it. The
parties will then work together towards a solution of the
problem.
Subject of performance
The type and scope of the services to be provided by
the CP shall be determined in accordance with theservice description, which shall form an integral part of
the Contract.
Obligations of the CP
The CP shall provide the service in the contractuallyagreed form at the contractually agreed time at thecontractually agreed place.
The CP shall perform all services to be rendered by it
on its own responsibility, in accordance with theContract and with the care required for proper
professional practice. In doing so, it shall observe thetrade customs, the recognized rules of technology as
well as the statutory regulations and official provisions.
The CP shall ensure that all services are provided inaccordance with the valid, applicable collective
agreements.
The CP shall ensure the use of qualified and competent
as well as reliable employees and vicarious agents andshall ensure continuous supervision of the employees
as well as control during the performance of theservices.
The personnel employed by the CP are exclusively
4Terms and Conditions of NRW.Global Business GmbH

4.5

4.6

4.7

5.
5.1

5.2

6.
6.1

subject to the instructions of the CP. NRW.GLOBAL
BUSINESS is not entitled to issue instructions to the
CP's personnel. In case of need, the CP can replace aperson employed by the CP at its own discretion if there
is an objective reason after appropriate announcement
and observance of a reasonable period of time. Thisapplies in particular if the person is prevented fromperforming the tasks incumbent on it/her within theframework of the execution of the contract due to illness,pending further training measures, due to dismissal orfor family or comparable reasons. NRW.GLOBAL
BUSINESS can demand the replacement of a person
employed by the CP for the performance of the services
for objective reasons. As far as a replacement of aperson is required according to the above provisions,the CP will take care that the new person is sufficiently
qualified. In case of a replacement, the CP has to bear
its own additional expenses arising therefrom.
If the provision of services by the CP requires an on-site
assignment at NRW.GLOBAL BUSINESS and/or a third
party, the CP shall ensure that its personnel exercise
the necessary care and observe the applicableregulations (including the respective applicable houserules) as well as any instructions of NRW.GLOBAL
BUSINESS and/or the third party.
The CP shall ensure that an agreed contact person
and/or project manager is permanently available,
competent in the matter and authorized to makedecisions or to bring about corresponding decisions
within a reasonable period of time.
Without the prior written consent of NRW.GLOBAL
BUSINESS, the CP is not entitled to have the service
owed by it performed by third parties (e.g.
subcontractors). Should the CP call in third parties forthe fulfillment of the services, they will act exclusively for
the CP. Third parties are basically considered as
vicarious agents of the CP.
Participation by NRW.GLOBAL BUSINESS
If NRW.GLOBAL BUSINESS is required to cooperate in
the provision of the service, the CP will inform
NRW.GLOBAL BUSINESS of this before the conclusionof the Contract, or otherwise without delay.
For default of acceptance by NRW.GLOBAL
BUSINESS the statutory provisions apply. However, theCP must also expressly offer its performance to
NRW.GLOBAL BUSINESS (contrary to Section 296
BGB), if for an action to be carried out by NRW.GLOBAL
BUSINESS (e.g. provision of material) a time isdetermined according to the calendar or can becalculated according to the calendar from an event
preceding this action. If NRW.GLOBAL BUSINESS is indefault of acceptance, the CP can demandcompensation for its additional expenses according to
the legal regulations (Section 304 BGB). If the Contract
concerns a non-fungible item to be produced by the CP(e.g. a custom-made product) (Section 651 sentence 3
BGB), the CP is only entitled to further claims and rights(from Section 650 Clause 3 in conjunction with Sections
642, 643 BGB) if NRW.GLOBAL BUSINESSS
undertakes to cooperate and is responsible for the
failure to cooperate.
Delivery
The CP shall provide all services in a timely manner andon schedule. The agreed time of performance or otherdeadlines and dates of the CP resulting from theContract (in particular delivery dates or periods until
performance) (uniformly "Delivery Time") shall bebinding and shall be complied with by the CP. If no
Delivery Time is specified and not otherwise agreed, it
Position as of: October 2022

6.2

6.3

6.4

6.5

6.6
7.
7.1

7.2
7.3

7.4

7.5

shall be 2 weeks from the conclusion of the Contract.
The CP shall inform NRW.GLOBAL BUSINESS
immediately in writing as soon as it realizes that it willprobably not be able to meet a delivery time, how longthe expected delay will last and on which concretereason it is based.
Unless otherwise stated in the agreements made, anydeliveries shall be made to the delivery address
specified by NRW.GLOBAL BUSINESS or, if no suchaddress is specified, to the registered office of
NRW.GLOBAL BUSINESS. The place of performanceis at the specified delivery address or at the place ofbusiness of NRW.GLOBAL BUSINESS.
Services and/or partial services are only permitted withprior written consent by NRW.GLOBAL BUSINESS.
The CP is obliged to immediately request consent from
NRW.GLOBAL BUSINESS if it intends to performprematurely and/or partially. There shall be no right toconsent.
The risk of accidental loss and accidental deterioration
shall only pass to NRW.GLOBAL BUSINESS upon
handover to NRW.GLOBAL BUSINESS at the place ofperformance. If and insofar as acceptance is provided
for or agreed by law, the risk is only transferred to
NRW.GLOBAL BUSINESS with the acceptance. For
this acceptance Section 640 Para. 1, Para. 2 Sentence
1 BGB apply accordingly. The legal regulations on thetransfer of risk due to possible default of acceptanceremain unaffected in each case.
A delivery note must be enclosed with the delivery of
goods. With the beginning of the shipment
NRW.GLOBAL BUSINESS must be sent a dispatch
note. Order confirmations, delivery notes, dispatch bills,
other delivery documents and invoices of the CP must
always contain the legally required information and inparticular the following: Date of issue, planned or actual
date of performance, date of commissioning, content of
the delivery or service (in case of goods incl. item
number and number of pieces, unit and final prices),
NRW.GLOBAL BUSINESS order number. In case ofdelayed processing by NRW.GLOBAL BUSINESS due
to incomplete or incorrect information or documents of
the CP, NRW.GLOBAL BUSINESS is not responsible
for the delay; in this case the payment period of
NRW.GLOBAL BUSINESS is automatically extended
by an appropriate period. The claim of NRW.GLOBAL
BUSINESS for complete information/documents
remains unaffected.
The CP shall take back packaging material at its own
expense at the request of NRW.GLOBAL BUSINESS.
AcceptanceWork results shall be subject to acceptance inaccordance with the following provisions, whereby"work results" shall include all works within themeaning of Section 631 of the German Civil Code
(BGB) as well as all works and services designated aswork results in the Contract and all works and services
to be accepted in accordance with the Contract.
Partial acceptances do not take place.
The receipt of a work result or a component by
NRW.GLOBAL BUSINESS and/or the passing on of awork result or a component to third parties, shall not be
considered as acceptance.
A prerequisite for acceptance is that the CP indicates to
NRW.GLOBAL BUSINESS that the work result is readyfor acceptance and hands over or provides
NRW.GLOBAL BUSINESS with all work results
produced according to the Contract.
Thereupon (unless otherwise agreed) NRW.GLOBAL
5

Terms and Conditions of NRW.Global Business GmbH

7.5.1
7.5.2
7.6
7.6.1
7.6.2
7.6.3
7.6.4
7.7
7.8

7.9

7.10

8.
8.1

8.2

8.2.1

9.

BUSINESS shall start checking the acceptability of thework results within a reasonable period of time.
NRW.GLOBAL BUSINESS will inform the CP about theresult of the inspection in writing; NRW.GLOBAL
BUSINESS will either
declare the acceptance; orinform the CP about a defect.
NRW.GLOBAL BUSINESS can refuse acceptance inparticular if
the CP has deviated significantly from agreed
specifications,has deviated significantly from the agreements made in
any other way,
the work result does not meet other contractual
requirements to a not only insignificant extent and/or
the contractual use of the work result would violate laws
or contractual provisions.
Non-substantial defects shall not prevent acceptance,but shall be remedied by the CP within the scope of thewarranty without culpable hesitation.
Insofar as a work result is defective, the CP has theoption of rectification. The CP shall carry out therectification without delay and hand over the work result
again to NRW.GLOBAL BUSINESS for acceptancewithin a reasonable period after notification of thedefectiveness.
If the defect is not remedied within a reasonable periodof time, NRW.GLOBAL BUSINESS is entitled to thefurther legal rights in case of material defects or defectsof title (self-execution, withdrawal, reduction,compensation) under the legal conditions.
Acceptance does not imply approval from a legal pointof view. Even after acceptance, the CP shall be liable
for all contractual and legal infringements, in particular
for the infringement of property rights.
Transfer of ownership
The transfer of ownership of objects of performanceshall be unconditional and without regard to thepayment of remuneration, but subject to the following
paragraphs.
If in individual cases NRW.GLOBAL BUSINESS
accepts an offer of transfer of ownership (retention of
title) of the CP conditional on payment or if a retentionof title of the CP otherwise comes about (e.g. by virtueof an express agreement or by virtue of mandatory law),
this respective retention of title expires at the latest withthe complete payment of the remuneration for therespective delivered object of performance.
If a retention of title exists, NRW.GLOBAL BUSINESS
is authorized to resell the goods in the ordinary courseof business already before payment under – hereby
declared by NRW.GLOBAL BUSINESS – advanceassignment of the payment claim of NRW.GLOBAL
BUSINESS arising from the respective resale to the CP(extended retention of title). All other forms of retentionof title are excluded, in particular the extended, passed
on and the retention of title extended to further
processing. NRW. GLOBAL BUSINESS is also
authorized to process, transform, combine, mix andblend the goods. Such processing, remodeling and/or
mixing is always done for NRW.GLOBAL BUSINESS as
manufacturer, in the name of NRW.GLOBAL
BUSINESS and for the account of NRW.GLOBAL
BUSINESS. NRW.GLOBAL BUSINESS thereby
acquires ownership at the latest in accordance with therespective legal regulations, if NRW.GLOBAL
BUSINESS has not already acquired ownershipotherwise beforehand.
Granting of rights of use and exploitation
Position as of: October 2022

9.1

9.2

9.3

9.4

9.5

9.6
9.7

9.8

9.9

The CP grants NRW.GLOBAL BUSINESS rights of use
to the subject matter of the performance and inparticular to the work results to the extent stipulated by
the parties in the respective performance specification;
the same applies to the materials necessary for thedevelopment of the subject matter of the performance,such as reproduction material, (photographs together
with photographic recording material – negatives,
slides, intermediate negatives, prints, etc. – films,
illustrations and lithographs), illustrations, graphics anddrawings as well as texts in draft and in their final
version, other drafts, calculations and documents,
jointly "works").
In the absence of an express provision, the following
shall apply:
The CP hereby grants NRW.GLOBAL BUSINESS, at
the time of accrual, all rights of use to the works arising,accruing or to be acquired for this purpose by it, its
employees, its contractual partners and other persons
commissioned by it in connection with the provision of
the services, exclusively, unlimited in time, space andcontent, transferable, sub-licensable, for worldwide use
and exploitation in unchanged or changed form in all
media. NRW.GLOBAL BUSINESS accepts the grantingof rights.
In particular, but not exclusively, the following rights ofuse and exploitation are covered by the aforementioned
granting of rights, unless expressly stated otherwise in
the contract: the right to edit the work (in each case with
due regard to personal rights); the right to make itavailable to the public; the broadcasting right; the online
and retrieval right; the archiving, database andtelecommunications right; the reproduction anddistribution right; the right to advertise; themerchandising right; the lecture, performance andpresentation right; the exhibition right; the right toproduce, reproduce, distribute, publicly play back andmake available to the public advertising and informationmaterial, in particular for public relations purposes.
The aforementioned rights are granted irrespective of
the storage or data transmission technology used andirrespective of whether the use takes place with orwithout intermediate storage and/or by means ofindividual retrieval and/or whether the reception or
playback takes place by means of a television set,
computer or other – also mobile – end devices.
The rights of use granted include the right to transfer
them in whole or in part to third parties or to transfer
them to third parties and/or to grant sublicenses to third
parties. NRW.GLOBAL BUSINESS is entitled to use therights of use granted to it after the execution of thecontract or other termination of the contract also for its
own productions and their exploitation and/or to havethem used by third parties.
The CP also transfers to NRW.GLOBAL BUSINESS
rights to types of use unknown at the time of theconclusion of the Contract.
Insofar as a granting of rights beyond those expressly
regulated in the contract is necessary in order to enable
the use and exploitation of the works in accordance with
the Contract, the CP also grants NRW.GLOBAL
BUSINESS these rights to the aforementioned extent.
If the CP uses third parties for the fulfillment of theContract, the CP shall obtain rights of use to the legal
positions of these third parties, in terms of time, place
and to the extent required according to the purpose ofuse, and shall grant them to NRW.GLOBAL BUSINESS
to the extent agreed in the Contract.
With the individually agreed remuneration, the granting
6Terms and Conditions of NRW.Global Business GmbH

10.
10.1

10.2

10.3

10.4

10.5

11.
11.1
11.2

11.3
11.4

of the aforementioned rights shall be deemedcompensated in full, unless otherwise agreed in writing.
Section 40a UrhG (German Copyright Act) shall remain
unaffected.
Indemnity
The CP shall be obliged to ensure that the contractual
services in countries of the European Union (EU) andthe European Economic Area (EEA) and, if different, inthe region agreed in the Contract are free from third
party property rights that exclude or restrict their use inaccordance with the Contract.
The CP is obliged to indemnify, compensate, defend
and hold harmless NRW.GLOBAL BUSINESS from all
claims of third parties (including governmental
institutions and collecting societies), in particular claims
for injunctive relief, removal, damages andremuneration, damages, losses, liabilities, costs,
including the costs of a reasonable legal defense, andexpenses, which are asserted against NRW.GLOBAL
BUSINESS due to the infringement of intellectual
property rights of third parties. The foregoing shall also
apply insofar as authors and/or persons entitled toancillary
copyrights
approach
NRW.GLOBAL
BUSINESS directly and assert claims under Section
32a UrhG or similar claims for subsequent appropriatecompensation; this provision concerns the liability
between the parties and does not limit the rights of theauthor and/or person entitled to ancillary copyrights.
Any further claims shall remain unaffected.
However, there shall be no claims under Article 10.2
Part II insofar as the CP proves that it is neither
responsible for the infringement of the IPR nor shouldhave been aware of the infringement at the time ofdelivery if it had exercised due commercial care.
As far as third parties assert claims against
NRW.GLOBAL BUSINESS, NRW.GLOBAL BUSINESS
will inform the CP immediately. The CP can assert andpursue its rights against third parties itself.
NRW.GLOBAL BUSINESS can demand from the CP
that it undertakes the extrajudicial and judicial defenseof claims at its own expense and, if necessary, engages
a suitable lawyer for this purpose.
Warranty
The CP shall provide the services free of material
defects and defects of title.
The rights of NRW.GLOBAL BUSINESS arising frommaterial defects and defects of title of the CP (including
incorrect/short delivery, faulty assembly or similar
services as well as faulty instructions) and as a result ofother breaches of duty by the CP are governed by thestatutory provisions. In addition, these GTCs and inparticular this article shall apply.
NRW.GLOBAL BUSINESS is not obliged to inspect theservice or to inquire about any defects at the conclusionof the Contract.
The commercial obligation to examine and give noticeof defects is based on the legal regulations (Sections
377, 381 HGB) and additionally on this paragraph. The
obligation of NRW.GLOBAL BUSINESS to examine thegoods upon receipt is limited to defects which become
obvious upon external inspection including inspection of
the delivery documents (e.g. transport damage,incorrect and short deliveries), and otherwise to thosedefects the notification of which is reasonable in theordinary course of business taking into account thecircumstances of the individual case (e.g. thenotification of any defects which can be detected after aquality control in a sampling procedure which isreasonable in type and scope). The obligation of
Position as of: October 2022

11.5

11.5.1
11.5.2
11.6

11.7

11.8

11.9
11.9.1
11.9.211.10

NRW.GLOBAL BUSINESS to give notice of defects
discovered later – i.e. after receipt of the performance(e.g. during processing of the performance or after its
delivery to third parties) – remains unaffected. The
complaint (notice of defects) made by NRW.GLOBAL
BUSINESS is immediate if NRW.GLOBAL BUSINESS
sends it within eight (8) working days from receipt of thegoods; in cases of defects occurring later this period isthree (3) working days from discovery. In case of failureof the supplementary performance, however, there is no
obligation to give notice of defects again. If and to theextent that acceptance has been agreed, there shall be
no obligation to inspect the goods and give notice of
defects.
In the case of defectiveness NRW.GLOBAL BUSINESS
can demand at its discretion subsequent performanceby removal of the defect (rectification) or provision of adefect-free service (replacement). If a defective service
has been installed in or fitted to another object
according to its type and intended use, the subsequent
performance also includes, at the discretion of
NRW.GLOBAL BUSINESS,
the removal of the defective performance and theinstallation or fitting of the repaired or newly delivered
performance free of defects, or
the reimbursement by NRW.GLOBAL BUSINESS of theexpenses necessary for the removal and the installationor fitting.
If the CP does not fulfill its obligation for supplementary
performance within a reasonable period of time set by
NRW.GLOBAL BUSINESS, if the supplementary
performance fails or if the setting of a deadline issuperfluous or unreasonable according to the legal
regulations, then NRW.GLOBAL BUSINESS is entitledto assert its rights to reduction, withdrawal,
compensation or reimbursement of expenses. In
addition, NRW.GLOBAL BUSINESS can in these cases
remedy the defect itself or have it remedied (selfperformance) and demand from the CP in each casereimbursement of the expenses required for this or acorresponding advance payment.
Setting a deadline is, among other things, dispensable
if a fixed date has been set for the performance and thishas been exceeded, if it is unreasonable (e.g. due toparticular urgency, endangerment of operational safetyor threatened occurrence of disproportionately highdamages). NRW.GLOBAL BUSINESS will inform theCP
immediatelyofthecircumstancesof
unreasonableness, if possible before exercising therights.
Subsequent performance shall be deemed to havefailed if an attempt to remedy the defect or a
replacement delivery does not result in a defect-free
performance by the CP. If the subsequent performanceby the CP has failed, it shall not be necessary to set a
new deadline.
NRW.GLOBAL BUSINESS can demand that the CP
performs the supplementary performance at the place
where the goods are located, if this place is
specifically provided for in the Contract ortypical for the Contract and was foreseeable for the CP– be it concretely or abstractly (i.e. without knowledgeof a place name, a geographical location or ourcustomer) – at the conclusion of the Contract
The CP bears the procurement risk for its services,
unless expressly agreed otherwise (e.g. a limitation of
the obligation to perform to certain supplies).
NRW.GLOBAL BUSINESS does not recognize
warranty or liability limiting clauses of the CP as a7

Terms and Conditions of NRW.Global Business GmbH
11.11
11.12
11.13
12.
12.1

12.2

12.3

12.4

13.
13.1
13.1.113.1.213.1.313.1.413.1.5whole.
NRW.GLOBAL BUSINESS expressly reserves the rightto recognize excess deliveries as being in accordancewith the Contract.
Claims of NRW.GLOBAL BUSINESS due to defects
become time-barred according to the statutory
provisions.
Any legal recourse claims against the CP within asupply chain (Sections 445a, 445b, 478 BGB) are due
to NRW.GLOBAL BUSINESS without restriction.
Default
If the CP recognizes that it cannot meet a performancedeadline, it must inform NRW.GLOBAL BUSINESS
immediately about this as well as about the reasons forthe delay and its expected duration. There is no right toan extension of the performance deadlines, unless theContract expressly states otherwise.
If the CP does not provide its service or does not provide
it within the agreed service time or if it is in default, therights of NRW.GLOBAL BUSINESS – in particular towithdrawal and compensation – are determinedaccording to the statutory provisions.
If the day on which the performance of the CP must takeplace at the latest is determined in the Contract or canbe determined on the basis of the Contract, the CP shall
automatically be in default on expiry of this day in eachcase, without the need for a reminder; the statutory
requirement to set a deadline before withdrawal by
NRW.GLOBAL BUSINESS or its claim for damages
instead of performance shall, however, remain
unaffected. The statutory provisions on thedispensability of the reminder and the requirement to set
a deadline (Sections 286 para. 2, 281 para. 2 and para.
3, 323 para. 2 to 4 BGB) also remain unaffected.
If the CP is in default, NRW.GLOBAL BUSINESS may– in addition to further legal claims, in particular due todelay, and in addition to performance – demand lumpsum compensation for damages caused by delay in theamount of 0.75% of the net price of the delayed delivery
portion per completed calendar week of delay, but in
total no higher lump-sum compensation for damage
caused by delay than 5% of the net price of the delayeddelivery portion. NRW.GLOBAL BUSINESSS reserves
the right to prove higher damages, and the CP the rightto prove that NRW.GLOBAL BUSINESS has incurred
no damages at all or only significantly lower damages.
NRW.GLOBAL BUSINESS does not need to prove
minimum damages.
Remuneration and payment
GeneralThe agreed remuneration is fixed and binding.
The remuneration shall be subject to the applicablestatutory value added tax. If the value added tax ischanged after the conclusion of the Contract, it shall be
invoiced at the tax rate applicable on the day the tax
liability arises (Section 15 UStG). If the Act Amending
the Value Added Tax Act provides for a regulation forthe settlement of existing contracts, this regulation shallapply.
Remuneration shall include all agreed shipping andtransport services, other services and ancillary services(e.g. assembly/installation, installation, commissioning,
set-up, adjustment, trial run and/or instruction in use),
as well as customs duties and other charges.
Services shall only be remunerated on the basis of the
CP's hourly billing rates if such remuneration isexpressly provided for in the Contract.
If errors are discovered after acceptance of the
remuneration, the invoice shall be corrected. This

Position as of: October 2022

13.2
13.2.113.2.213.2.2.1

13.2.2.2

13.2.2.3

13.2.2.4
13.2.2.5
13.3
13.3.113.3.2

includes errors in the determination of performance,
errors in the application of general calculation rules
including rounding, transmission and page transmission
errors. VP is obliged to reimburse NRW.GLOBAL
BUSINESS for any amounts resulting from these errors.
Due date and payment
The remuneration of the CP's services and its due dateshall be governed by the contractual agreement.
Unless expressly stated otherwise in the Contract, thefollowing shall apply:
NRW.GLOBAL BUSINESS shall pay the CP – without
deduction – within 30 calendar days after receipt of boththe service and the proper invoice. The payment claimof the CP is due at the earliest with the expiry of thisperiod.
If the acceptance or other inspection of the performanceof the CP is agreed, NRW.GLOBAL BUSINESS isentitled to 15 calendar days after receipt of theperformance, unless otherwise agreed in individual
cases. The 30-day payment period, the due date andthe entitlement to cash discount remain unaffected by
this; in particular, the 30-day payment period is notextended. If, however, a longer period than the
aforementioned 15-day period has been agreed inindividual cases (e.g. because the participation of the
CP in the acceptance and a later date have been agreed
for this), the 30-day payment period shall be extended
accordingly.
If partial payments have been agreed, they shall bemade within reasonable periods upon request inaccordance with the value of the services rendered in areasonable amount. The partial services rendered shallbe evidenced by auditable statements.
If there are differences of opinion between the Parties,
the CP shall nevertheless be paid the amount to which
it is undisputedly entitled.
Payment is usually made cashless to the accountspecified by the CP.
Invoice
The CP shall invoice its services in a verifiable manner.
For this purpose, it shall prepare invoices clearly and in
the order of items agreed in the Contract, use thedesignations contained in the components of theContract and, if applicable, meet any otherrequirements for invoice forms set out in the Contract
and provide evidence of the type and scope of theperformance by means of receipts in the generally
accepted form. Invoice amounts to be paid for changes
and additions must be listed separately from the otherswith reference to the agreements made or speciallymarked. In the event that services of third parties arecharged on, copies of the invoices of these third parties
shall be attached to the invoice. If an auditable invoice
is not submitted despite the setting of a reasonable
deadline, NRW.GLOBAL BUSINESS may draw up theinvoice for the CP at the latter's expense if it has given
notice to do so.
In the case of services which are remunerated on thebasis of hourly rates of the CP, the CP must keep hourly
records and provide NRW.GLOBAL BUSINESS withevidence of the activities undertaken and the time spenton them upon request, also during the performance ofthe service. Expenses or incidental costs (including
travel, accommodation and subsistence expenses) will
only be reimbursed upon prior agreement andpresentation of original receipts.

8Terms and Conditions of NRW.Global Business GmbH
1.
1.1
1.1.1

1.1.2

1.2

1.3
1.3.1

1.3.2

1.4
1.4.1

1.4.2

1.4.3

1.4.4

Part III - Terms for events
Section 1 - General provisions
Applicability
For the purpose of foreign trade promotion
NRW.GLOBAL BUSINESS plans and organizes trade
fair participations, company trips and other events("Events"). The provisions of this Part III, Section 1 shallapply to all business relations of NRW.GLOBAL
BUSINESS with the CP in connection with participations
in events offered by NRW.GLOBAL BUSINESS, if andto the extent that the CP participates in these events("Participant").
Regulations and guidelines of the competent bodies of
the Federal Republic of Germany and/or any hostcountry that deviate from these provisions or containadditional restrictions shall at all times take precedence
over these GTCs. The CP acknowledges that
NRW.GLOBAL BUSINESS has no influence on theregulations and guidelines, but that these are at the sole
discretion of the competent bodies of the Federal
Republic of Germany and/or the host country. If and to
the extent that execution or participation in the event
and/or the provision of the associated services by
NRW.GLOBAL BUSINESS is not possible or not
possible as agreed due to or as a result of regulations
and guidelines of competent bodies, NRW.GLOBAL
BUSINESS is released from the obligation to perform.
Subject to the liability regulations in Article 5 Part I as
well as Article 1.9 Part III, Section 1, NRW.GLOBAL
BUSINESS is not liable for damages and otherdisadvantages resulting for the participant.
Subject of performance
The type and scope of the services to be provided by
NRW.GLOBAL BUSINESS are determined exclusively
by the information provided by NRW.GLOBAL
BUSINESS during the registration process and, if
applicable, the special conditions of participation("SCPs") to be confirmed in a legally binding manner.
Organizer
The organizer of the official participations of the State ofNorth Rhine-Westphalia in events is NRW.GLOBAL
BUSINESS. These measures are sponsored by the
Ministry of Economic Affairs, Industry, Climate Action
and Energy of the State of North Rhine-Westphalia.
The contractual partner of the CP is NRW.GLOBAL
BUSINESS. NRW.GLOBAL BUSINESS is entitled tocommission
thirdparties,inparticulartheimplementationcompanies,
the
trade
fair
implementation companies and/or other organizations
and companies with the implementation of events orindividual services within an event.
Registration and conclusion of contract
There is no entitlement to the planning or organizationof specific events. Announcements, offers andprograms of events by NRW.GLOBAL BUSINESS are
non-binding.
Companies that have their main or branch office or an
independent place of business in North RhineWestphalia, as well as their subsidiaries andrepresentative offices, are entitled to participate in
events.
Registration for participation takes place by submitting
the online registration in the registration section of therespective event at www.nrwglobalbusiness.com. In
doing so, the CP must complete the registration formand confirm the GTCs and the Privacy Policy.
Registration for participation takes place exclusively
through timely receipt of the completed registration
form. The registration is binding for the CP regardless
Position as of: October 2022

1.4.5
1.4.6

1.4.7
1.4.8

1.4.9
1.5
1.5.1
1.5.1.1
1.5.1.2
1.5.2
1.5.3

1.6
1.6.1

1.6.2

1.6.3

1.7
1.7.1
1.7.1.1of admission.
Conditions and reservations on the part of the CP at thetime of registration are not permitted and shall bedeemed not to have been made.
The number of participants for trade fairs is limited to
the number specified in the SCPs. NRW.GLOBAL
BUSINESS generally considers registrations in theorder in which they are received.
The registration deadline for the respective event canbe found in the project-specific registration documentsor the SCPs.
The CP will receive a confirmation of receipt of theregistration after its registration. The registration and theconfirmation of receipt do not constitute a claim foradmission.
A contract shall only be concluded upon approval of the
CP by NRW.GLOBAL BUSINESS in accordance with
Article 1.5 Part III, Section 1.
Admission
The CP will be admitted as a rule,
as soon as the minimum number of participants has
been reached (unless otherwise stated, the minimum
number of participants is 10 companies) and
if it fulfills the requirements stated in the registration
conditions or in the SCPs.
Companies that are in arrears with payment obligations
from previous events may be refused participation by
NRW. GLOBAL BUSINESS.
With the sending of the admission by NRW.GLOBAL
BUSINESS the contract between NRW.GLOBAL
BUSINESS and the CP is concluded. With admission,
the registration has taken place and the obligation to
pay the participation fee has arisen.
Services provided by NRW.GLOBAL BUSINESSThe type and scope of the services provided by
NRW.GLOBAL BUSINESS in connection with theevents result conclusively from the information provided
by NRW.GLOBAL BUSINESS in the context of theregistration process or the SCPs.
With the events, NRW.GLOBAL BUSINESS offers theCP the opportunity to initiate or strengthen businesscontacts. However, NRW.GLOBAL BUSINESS isinvolved in the initiation or strengthening of the businesscontacts neither as a party nor as a representative of
the CP or the contact. Contracts which are concluded
as a result of the initiation or strengthening of thebusiness contacts are concluded and fulfilled without
the participation of NRW.GLOBAL BUSINESS and
NRW. GLOBAL BUSINESS is not obligated to theactual initiation of business contacts or the successful
conclusion of transactions between the CP and third
parties.
Insofar as services in connection with travel,
accommodation or catering for the CP or other travel
services are listed in the project-specific registration
documents or the SCPs, these are not offered by NRW.
GLOBAL BUSINESS, but are only arranged by
NRW.GLOBAL BUSINESS. The contract for theprovision of services in connection with the travel,
accommodation or catering of the CP or with other travel
services is concluded directly between the CP and theprovider of the travel service.
Participation fee
GeneralThe amount of the participation fee results from the
project-specific registration documents or the SCPs anddepends in particular on the company-specific service
components of the event, as well as any public funding
granted.
9

Terms and Conditions of NRW.Global Business GmbH1.7.1.2

1.7.1.3

1.7.1.4

1.7.2
1.7.2.1

1.7.2.2

1.7.2.3

1.7.2.4

1.8
1.8.1

1.8.2

1.9
1.9.1
1.9.2

1.9.3
1.9.4

If several members of the same company participate, areduced participation fee may apply. The respective
regulations can be found in the project-specificregistration documents or in the SCPs.
The costs incurred by the CP for travel to the events, foraccommodation and meals as well as other travel
services are to be paid by the CP itself, unless otherwise
stated in the SCPs.
If the CP has placed orders with NRW. GLOBAL
BUSINESS orders for chargeable services, which areneither included in the SCPs, nor in the information
provided by NRW.GLOBAL BUSINESS during theregistration process, it will be charged separately for thecosts incurred.
If the CP has commissioned third parties with services
which are outside the scope of services of
NRW.GLOBAL BUSINESS, it must bear the costs
arising from this itself.
Payment
The participation fee will be invoiced to the CP if andinsofar as a participation fee is to be paid. Unlessotherwise stated in the invoice and/or the SCPs, theparticipation fee is due upon receipt of the invoice.
If the CP defaults on payment, interest shall accrue inthe amount of 9 percentage points above the respective
base interest rate of the Deutsche Bundesbank
pursuant to Section 247 BGB. We reserve the right toassert further damages caused by default.
If the CP does not pay or only partially pays the due
participation fee by the start of the event, participationin the event can be refused, even if the further
conditions of default of payment are not present. If
payment is not made despite a reminder,
NRW.GLOBAL BUSINESS is entitled to withdraw fromthe Contract.
Invoicing and collection of the participation fee may be
carried out by subcontractors, in particular the
implementation companies or trade fair implementationcompanies.
Circulars
After admission, the CP will be informed by circularletter about questions concerning the preparation andimplementation of the event and will receive otherinformation about the implementation of the event in thisway.
Subject to the liability provisions in Article 5 Part I as
well as Article 1.9 Part III , Section 1, the CP shall be
responsible for consequences arising from noncompliance with these circulars.
Cancellation by NRW.GLOBAL BUSINESS
NRW.GLOBAL BUSINESS is entitled to cancel an
event if the minimum number of participants is not
attained.
NRW.GLOBAL BUSINESS is also entitled to cancel,
postpone, shorten or extend the event in the event offorce majeure, or to terminate it temporarily or
permanently and in individual parts or as a whole.
Article 9 Part I GTCs shall apply accordingly.
In the event of cancellation of an event, any participant
fees already paid will be refunded. Any further claims byparticipants who have already registered are excluded.
NRW.GLOBAL BUSINESS is also entitled to revoke theadmission of the CP or to withdraw from the Contract if
the CP has made false statements in the application
concerning the prerequisites for its admission or if theprerequisites for participation did not exist at the time ofadmission or have ceased to exist subsequently.
Article 1.10 Part III, Section 1 applies accordingly.

Position as of: October 2022
10

1.9.5

1.10
1.10.1

1.10.2
1.10.2.1

1.10.2.2

1.10.2.3

1.10.3

1.10.41.10.51.10.6
1.10.6.1

In the event of cancellation of the event or theparticipation of the State of North Rhine-Westphalia forreasons for which NRW.GLOBAL BUSINESS is not
responsible, the CP shall, at the request of
NRW.GLOBAL BUSINESS, pay an appropriate portionof the costs already incurred for the preparation of theevent or the participation at the time of cancellation. The
amount of the share to be paid by the CP shall be
determined after hearing the parties concerned (CP,NRW.GLOBAL BUSINESS and, if applicable, otherparties concerned), but shall not exceed the amount thatwould have been payable by the CP as a participation
fee if the event had been successfully held or if
participation in the event had been successful.
Non-participation of the participant
The CP can terminate the Contract with NRW.GLOBAL
BUSINESS under the following conditions. The
termination must be made in writing to NRW.GLOBAL
BUSINESS.
In the event of termination by the CP, the participation
fee payable by the CP will change as follows:
If participation in a business trip is cancelled by theregistration deadline specified in the registration
documents, the participation fee is waived. If it iscancelled up to two (2) weeks before the start of the trip,
NRW.GLOBAL BUSINESS will charge 50% of theparticipation fee. If it is cancelled thereafter,
NRW.GLOBAL BUSINESS will charge the fullparticipation fee.
If a trade fair participation is cancelled before admission
to participation, the participation fee is waived. If thecancellation takes place after admission to participation,
NRW.GLOBAL BUSINESS will generally charge the fullparticipation fee, unless the stand space allocated to the
CP is allocated to someone else. In this case
NRW.GLOBAL BUSINESS will charge 20% of theparticipation fee.
If the cancellation is made later than two (2) weeks
before the start of the event or if the participant is absent
without prior written notice of cancellation,
NRW.GLOBAL BUSINESS will charge the fullparticipation fee.
The right of the CP in the cases of Article 1.10.2.2 and1.10.2.3 Part III, Section 1 to prove that NRW.GLOBAL
BUSINESS has not suffered any damage or that thedamage is significantly less remains unaffected.
If the event is held in a modified form in accordance with
Article 1.9.2 Part III, Section 1 and if participation in
the modified measure is no longer of interest to theparticipant, the participant may terminate the contract.
The termination must be declared in writing to
NRW.GLOBAL BUSINESS immediately after the CP
has knowledge of the change. If and insofar as the event
has already partially taken place at the time oftermination, the CP remains obligated to pay theparticipation fee attributable to this part. In this case,
Article 1.10.2.2 Part III, Section 1 shall apply to the
obligations of the CP.
If, as a result of the cancellation of participation in theevent, the CP does not use travel services or withdraws
from the contract concluded with the provider of travel
services (see Article 1.6.3, Part III, Section 1), theremuneration payable by the CP to the provider of travel
services shall be governed by the contract concluded
between these parties.
Liability
The CP is liable for all damages caused to third parties
by its participation in the event, including damages

Terms and Conditions of NRW.Global Business GmbHcaused to buildings on the event site and its facilities.
1.10.6.2 The liability of NRW.GLOBAL BUSINESS is limited
according to Article 5 Part I as well as Article 1.9 Part
III, Section 1. The limitation of liability shall also apply
in the internal relationship if the CP and NRW.GLOBAL
BUSINESS are jointly and severally liable to third
parties.
1.11
Miscellaneous
1.11.1 NRW.GLOBAL BUSINESS is not bound by discussions,agreements and appointments between the CP andother participants of events, nor does the discussion,agreement or appointment give rise to any claims
against NRW.GLOBAL BUSINESS. The same applies
to business relationships or other agreements between
the CP and third parties arising from or as a result of anevent.
1.11.2 Insofar as an event takes place abroad, working days
are, in deviation from Article 10.5 Part I, Monday to
Friday, with the exception of public holidays at the event
location.
2.
Section 2 - Special provisions for trade fairs andexhibitions
2.1
Joint company stand
2.1.1
NRW.GLOBAL BUSINESS presents NRW's export
economy at suitable foreign trade fairs. As part of thispresentation, selected companies from North RhineWestphalia can showcase the cutting-edge technologyof the respective industry at a joint company stand("JCS").
2.1.2
As part of the JCS, NRW.GLOBAL BUSINESS makes
the NRW Lounge available to the CP for use free ofcharge for meetings.
2.1.3
NRW.GLOBAL BUSINESS commissions a trade fair
forwarding agent as the "official forwarding agent of the
NRW joint company participation" and informs the CP ingood time of their choice. In many cases, this is theforwarding agent accredited by the trade fair or
exhibition organizer. The CP is free to choose this or
another forwarding agent for its transport. In both cases,
both the commissioning of the forwarding agent and the
preparation of the necessary transport documents by
the CP must take place directly with the forwarding
agent.
2.2
Registration
In addition to the general rules on registration set forthin Article 1.4, Part III, Section 1, a registration andconfirmation of receipt shall not constitute a claim to a
specific size and location of an exhibit stand; inparticular, reductions in the square meters registered
may be made if the available exhibition space isoversubscribed or if, for other reasons, only a smaller
space or a space in a different location is allocated for
the JCS.
2.3
Admission
2.3.1
In addition to the general conditions of admission set
forth in Article 1.5, Part III, Section 1, the CP shall be
admitted only
2.3.1.1 subject to the available exhibition space, and2.3.1.2 provided that its exhibits are consistent with the overall
framework and design of the JCS.
2.3.2
As stipulated in Article 1.5 Part III, Section 1, theregistration is legally binding after admission by
NRW.GLOBAL BUSINESS and the obligation to pay theparticipation fee has arisen. This also applies if, forexample, import requests of the CP are not or not fullycomplied with by the offices responsible for this,exhibition goods do not arrive in time (e.g. due to loss,transport or customs delay) or do not arrive at all for the
Position as of: October 2022
11

2.3.3

2.4
2.4.1

2.4.2
2.4.2.1
2.4.2.2
2.4.3

2.4.4

2.4.5

2.4.6
2.4.7
2.5
2.5.1
2.5.1.1

trade fair or exhibition and/or entry visas for the CP or
its agents are not available in time.
Unless otherwise agreed, the CP shall be given theopportunity (e.g. by means of an upload link and accessdata or by other means) approximately four (4) weeks
before a trade fair or exhibition to insert content (suchas product/service portfolio, company description,company profile, web address, keywords) and thecompany logo for the purpose of creating an entry in thelist of exhibitors.
JCS
The CP shall receive a plan showing the location anddimensions of the JCS after approval and authorizationof the layout. The parties agree that the plan size of the
JCS may deviate from the actual size.
NRW.GLOBAL BUSINESS may, in justified exceptional
cases, assign the CP a space other than the intended
one, in particular if
this is necessary to maintain the overall picture if the
JCS offered by NRW.GLOBAL BUSINESS is not fully
rented andthe CP is provided with a space that is essentiallyequivalent in terms of location and size.
Should NRW.GLOBAL BUSINESS be forced bycircumstances beyond its control, such as an official
order or an instruction from the trade fair or exhibition
management, to relocate or change individual stands orentrances, corridors and exits after sending the layout,no claims can be made as a result – subject to theliability regulations in Article 5 Part I and Article 1.9
Part III, Section 1.
Spaces will be allocated to the CP or its representative
as agreed with NRW.GLOBAL BUSINESS before thestart of the event. Spaces that are not taken over by the
CP or its representative as agreed can be disposed ofotherwise without the CP being able to make claims
beyond the rights contained in Article 1.10 Part III,
Section 1.
The equipment and individual design of the space,insofar as they exceed the contractual services, are theresponsibility of each CP. However, the building
regulations and the building guidelines applicable at thevenue are decisive for the type of design. The CP isobliged to coordinate its design measures in advancewith NRW.GLOBAL BUSINESS. A design that does notcomply with the building regulations applicable at thevenue or the building guidelines of NRW.GLOBAL
BUSINESS can be removed or changed by
NRW.GLOBAL BUSINESS at the expense of the CP.
The CP has an obligation to operate its space duringopening hours for the entire duration of the fair or
exhibition, including the last day.
The CP is obliged to provide competent supervision ofits space for the entire duration of the event.
Exhibits
GeneralOnly goods manufactured in the Federal Republic of
Germany or by German branches or under German
license abroad may be exhibited. Foreign products
which are necessary as a supplement to German
products and are in an appropriate size and value
relationship to them may be admitted after consultation
with NRW.GLOBAL BUSINESS. All exhibits must be
listed individually and with their exact designation in theapplication. Exhibits that are flammable, have a strong
odor or whose presentation is associated with noise
may only be exhibited with the prior approval of
NRW.GLOBAL BUSINESS.

Terms and Conditions of NRW.Global Business GmbH2.5.1.2

2.5.1.3
2.5.1.4

2.5.1.5

2.5.2
2.5.2.1

2.5.2.2

2.5.2.3

2.5.2.4

Goods subject to the War Weapons Control Act, as wellas their models or other representations, may not be
exhibited. When exhibiting the civilian version of goods
subject to export licensing under the Foreign Trade andPayments Act or the Foreign Trade and Payments
Ordinance, as well as their models or otherrepresentations, they must not bear any reference tomilitary usability. In justified exceptional cases, theFederal Ministry for Economic Affairs and Climate
Action may grant an exception to the exhibition ban.
Corresponding applications must be submitted to theBMWi via NRW.GLOBAL BUSINESS, providing aprecise description of the intended exhibits.
Direct sales (retail sales) to trade fair visitors are notpermitted.
If goods not permitted under the Contract are exhibited,
NRW.GLOBAL BUSINESS may demand the immediate
removal of these goods at the expense of the CP. If a
CP does not comply with the written request for removalof the goods, a contractual penalty in the amount of €5,000.00 shall become due. Any further claims fordamages shall remain unaffected, as shall any further
claims, in particular claims for injunctive relief. Any
contractual penalty paid shall be offset against any
claims for damages. The contractual penalty represents
the minimum damage.
The CP is responsible for the prosecution of possible
infringements of its own industrial property rights(including trademark, design and patent rights). Subject
to the liability regulations in Article 5 Part I as well as
Article 1.9 Part III, Section 1, NRW.GLOBAL
BUSINESS is not liable for damages of the CP caused
by infringement of such industrial property rights. This
also applies if these infringements are caused by othercontractual partners of NRW.GLOBAL BUSINESS. In
case of questions of preservation of evidence
NRW.GLOBAL BUSINESS will assist within the scopeof the possibilities given and reasonable on site, inparticular by contacting the exhibition management,
inspection or technical image recording (photos ifnecessary) of the exhibit in question.
Transport
Unless expressly regulated in the SCPs, the transportof the exhibition goods (including event and informationmaterials, samples, specimens, models and the like) tothe space allocated to the CP and back, the storage of
empties, the use of lifting and conveying equipment, thedeployment of personnel for packing and unpacking, thesetting up of the exhibits and their dismantling,
repackaging and other related activities shall be theexclusive responsibility of the CP. NRW.GLOBAL
BUSINESS is not obliged to provide services in relation
to the aforementioned activities.
For forwarding within the JCS, NRW.GLOBAL
BUSINESS may also bindingly stipulate an on-site
forwarder after an appropriate agreement has been
made.
Even if NRW.GLOBAL BUSINESS organizes thetransport of exhibits, it is the responsibility of the CP toensure that the items comply with the import regulationsof the country hosting the event.
Losses or delays in the transport of event andinformation materials, samples of goods, models or
similar, or the refusal of importation by the country
hosting the event shall not entitle the CP to terminate
and/or withdraw. Subject to the liability provisions in
Article 5 Part I GTCs as well as Article 1.9 Part III,
Section 1, all further claims due to such losses orPosition as of: October 2022
12

2.5.3

2.5.4

2.6
2.6.1

2.6.2

delays are also excluded.
Customs
In the event that a re-export guarantee declaration isissued by an official representation of the Federal
Republic of Germany abroad for the import of exhibition
goods instead of a required security deposit for imported
exhibition goods of the CP, the CP shall be directly liable
to the country if exhibition goods are not exported or notexported in time and/or not exported in full after the endof the event.
Insurance
The CP is obliged to insure the exhibits against all risksof transport and during the trade fair or exhibition, inparticular against damage, theft, etc.
Sub-exhibitors
As a matter of principle, the spaces will only be madeavailable in their entirety and only to the CP. The latteris only entitled to admit sub-exhibitors, to be named by
it in advance, to its space with the prior written consent
of NRW.GLOBAL BUSINESS. Consent will only be
granted if the sub-exhibitor has acknowledged in writing
the conditions of this Contract and fulfills therequirements for admission. The sub-exhibitor is subject
to the same regulations as the CP.
The CP shall be liable for any culpability of the subexhibitor and its vicarious agents as for its own
culpability and for the culpability of its vicarious agents.
The same shall apply to vicarious agents. The CP and
the sub-exhibitor shall be liable as joint and several
debtors.