Our GTCP
SCOPE AND GENERAL PROVISIONS
(1) These General Terms and Conditions of Purchase (“GTCP”) apply to all orders placed by Viridis Events for the supply of goods, services and works.
(2) These GTCP apply exclusively. Any terms and conditions of the contractual partner, hereinafter referred to as the “Supplier”, that conflict with or deviate from these GTCP shall apply only if Viridis Events has expressly accepted them in writing.
These GTCP shall also apply where Viridis Events accepts a delivery or service without reservation despite being aware of terms and conditions of the Supplier that conflict with or deviate from these GTCP, unless Viridis Events has expressly waived the application of these GTCP.
(3) These GTCP apply exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (Bürgerliches Gesetzbuch – “BGB”) and to comparable natural or legal persons acting in the course of their commercial, business or professional activities under the law applicable at their place of establishment.
(4) Individual agreements made with the Supplier in a particular case, including additions, amendments and supplementary agreements, shall take precedence over these GTCP. Subject to proof to the contrary, a written agreement or written confirmation from Viridis Events shall be authoritative for the content of any such agreement.
(5) References to statutory provisions are for clarification only. Statutory provisions shall apply even where they are not expressly referred to in these GTCP, unless they have been validly amended or excluded.
OFFERS, ORDERS AND ORDER DOCUMENTS
(1) If the Supplier does not accept an order from Viridis Events within 14 calendar days after receiving it, Viridis Events may revoke the order.
(2) All ownership rights, copyrights and other intellectual property rights relating to concepts, illustrations, drawings, calculations and other documents created or developed by Viridis Events, hereinafter collectively referred to as “Viridis Materials”, shall remain exclusively with Viridis Events.
Viridis Materials may not be disclosed or otherwise made available to third parties without the prior express written consent of Viridis Events. They may be used solely for the purpose of performing the relevant order.
Viridis Materials must be kept confidential. Section 11 shall apply in addition.
(3) At the request of Viridis Events, and in any event automatically upon completion or termination of the relevant order, the Supplier shall return or permanently delete all Viridis Materials and any copies thereof, irrespective of whether they are held in physical, electronic or any other form.
At the request of Viridis Events, the Supplier shall confirm the deletion in writing. The Supplier waives any right of retention in relation to Viridis Materials to the extent permitted by law.
(4) The Supplier shall carefully examine every order for apparent errors, inconsistencies, omissions and practical feasibility. Any concerns or need for clarification must be communicated to Viridis Events without undue delay and before the Supplier commences performance.
REMUNERATION, TAXES, PAYMENT TERMS AND ASSIGNMENT
(1) The remuneration stated in the order is binding.
Unless otherwise agreed in writing, the agreed remuneration includes all deliveries and services required for complete contractual performance, together with all ancillary costs incurred by the Supplier. These include, where applicable:
packaging;
transport;
transport insurance;
travel and accommodation expenses;
expenses and charges;
licence fees;
customs formalities;
export and import documentation;
customs duties and other public charges; and
delivery to the place of performance specified in the order.
Value added tax shall be included in the agreed remuneration where it is legally chargeable and the order expressly states that the price is inclusive of value added tax. Where value added tax must be shown separately by law, it shall be stated separately on the invoice at the legally applicable rate.
In the case of cross-border supplies or services, the Supplier shall correctly apply the relevant rules concerning value added tax, reverse charge procedures, customs and importation. The Supplier shall provide all information and documentation reasonably required by Viridis Events for tax, customs and accounting purposes.
(2) Unless otherwise agreed in writing, Viridis Events shall pay the agreed remuneration:
within 14 business days following complete, proper and timely delivery or performance, acceptance where works are concerned, and receipt of a complete and verifiable invoice, subject to a three per cent discount; or
within 45 days following receipt of a complete and verifiable invoice without deduction.
The payment period shall not begin before all conditions set out above have been fulfilled.
(3) An invoice is considered complete and verifiable only if it:
contains all information required under the applicable tax law;
states the order number, where one has been provided;
identifies the responsible person or contact specified in the order;
accurately describes the goods or services supplied;
states the date or period of delivery or performance; and
includes any supporting documentation reasonably required to verify the invoice.
The Supplier shall be responsible for consequences arising from a failure to comply with these requirements unless the Supplier proves that it was not responsible for the failure.
(4) Unless otherwise expressly agreed in writing, the remuneration stated in the order covers all deliveries, services, Work Results as defined in section 8, rights of use and ancillary expenses to be provided by the Supplier.
(5) Payments made by Viridis Events do not constitute acknowledgement that the Supplier’s deliveries or services are complete, free from defects or otherwise in accordance with the contract.
(6) The Supplier may request instalment payments for contractually compliant partial performance only in accordance with an agreed payment schedule. The Supplier shall provide an itemised statement enabling Viridis Events to assess the performance quickly and reliably.
(7) Viridis Events shall be entitled to exercise rights of set-off and retention to the full extent permitted by law.
(8) The Supplier may not assign its claims against Viridis Events or arrange for them to be collected by a third party without the prior written consent of Viridis Events.
This shall not apply where the Supplier has validly agreed an extended retention of title. Section 354a of the German Commercial Code (Handelsgesetzbuch – “HGB”) shall remain unaffected.
DELIVERY AND PERFORMANCE DATES; DELAY
(1) Delivery dates, performance dates and deadlines stated in an order or otherwise contractually agreed are binding.
(2) The Supplier shall notify Viridis Events in writing without undue delay as soon as circumstances occur or become apparent that may prevent the Supplier from meeting an agreed date or deadline.
The notification shall state:
the reason for the expected delay;
the anticipated duration of the delay;
the deliveries or services affected;
the potential consequences for the overall project or event; and
the measures proposed by the Supplier to prevent or minimise the delay.
The notification does not release the Supplier from its contractual obligations and does not constitute an extension of time unless Viridis Events expressly confirms an extension in writing.
(3) If the Supplier is in delay, Viridis Events may claim liquidated damages equal to one per cent of the net order value for each commenced week of delay, up to a maximum of five per cent of the net order value.
Viridis Events reserves all further statutory rights and remedies, including termination, withdrawal from the contract and claims for damages. Any liquidated damages paid shall be credited against a further claim for damages arising from the same delay.
The Supplier may prove that Viridis Events suffered no loss or a substantially lower loss as a result of the delay.
(4) The Supplier acknowledges that deliveries and services for events may be strictly time-sensitive. Where the purpose of the order is apparent to the Supplier, the Supplier shall organise its performance so that agreed dates, setup periods, rehearsals, opening times and event schedules can be observed.
PLACE OF PERFORMANCE, SHIPPING, CUSTOMS AND DOCUMENTS
(1) The place of performance for the Supplier’s deliveries and services is the delivery or performance address stated in the order.
Unless otherwise agreed in writing, delivery shall be made to the place of performance at the Supplier’s cost and risk.
If the order does not specify a delivery address and the place of performance cannot be determined from the nature of the contractual obligation, the business address of Viridis Events shall be the place of performance.
(2) Unless a particular Incoterm is expressly stated in the order, no Incoterm shall apply automatically. Any reference to an Incoterm shall be interpreted in accordance with the version of the Incoterms rules expressly identified in the order or, if no version is identified, the Incoterms rules in force when the order is placed.
(3) Goods shall be packaged, labelled, secured and shipped properly and in accordance with all applicable legal, safety, transport and environmental requirements.
Delivery notes or packing lists must accompany the delivery.
(4) The Supplier shall state the responsible contact identified in the order, together with any order or project number provided by Viridis Events, on all shipping documents, delivery notes, invoices and other relevant correspondence.
Viridis Events shall not be responsible for processing delays caused by the Supplier’s failure to provide this information.
(5) In the case of cross-border deliveries, the Supplier shall provide all required export, import, customs, origin and transport documents accurately, completely and in good time.
Unless otherwise agreed in writing, the Supplier shall be responsible for:
obtaining necessary export licences;
complying with export-control and sanctions regulations applicable to the Supplier and the delivery;
correctly classifying the goods for customs purposes;
providing evidence of origin where required; and
supplying all information reasonably required for lawful importation and use at the destination.
(6) The Supplier shall notify Viridis Events in advance of any restrictions affecting the transport, export, import, storage, installation or use of the goods or services.
ACCEPTANCE OF WORKS, INSPECTION AND LIABILITY FOR DEFECTS
(1) Works shall be accepted at the agreed delivery or completion date. If no such date has been agreed, acceptance shall take place after completion of the works.
Any statutory or contractual deemed acceptance is excluded to the extent legally permissible. Acceptance by Viridis Events must be declared in writing, by email or by fax.
This shall not apply where Viridis Events commercially uses the completed work for its intended purpose for more than 14 calendar days outside an agreed inspection or testing procedure.
(2) Viridis Events shall inspect deliveries and services for apparent deviations in quality and quantity within a reasonable period.
A notice of defect shall be deemed timely if it is received by the Supplier within five business days after receipt of the delivery or, in the case of a hidden defect, within five business days after its discovery.
In the case of works, Viridis Events shall declare acceptance after completing its inspection if and to the extent that the work is free from defects.
(3) Viridis Events shall be entitled to the full statutory rights and remedies for defects.
At its discretion, Viridis Events may require the Supplier to:
remedy the defect;
repeat the defective service; or
deliver a new item free from defects.
The right to claim damages, including damages in lieu of performance, remains unaffected.
(4) Viridis Events may remedy a defect itself or arrange for it to be remedied by a third party at the Supplier’s expense if:
the Supplier is in delay with supplementary performance;
the Supplier refuses supplementary performance;
supplementary performance has failed; or
immediate action is necessary to prevent significant damage, protect persons or property, or safeguard an event.
Where reasonably possible, Viridis Events shall inform the Supplier before taking such action.
(5) The limitation period for claims arising from defects in works is 36 months from acceptance, unless a longer statutory period applies.
(6) The provisions of sections 478 and 479 BGB concerning recourse in the supply chain shall remain unaffected where applicable.
(7) Inspection, testing, acceptance, approval, payment or use by Viridis Events does not release the Supplier from liability for defects that were not identified or reasonably identifiable at the relevant time.
LIABILITY, INDEMNIFICATION AND INSURANCE
(1) The Supplier’s liability for loss or damage caused in connection with the performance of an order shall be governed by the applicable statutory provisions and shall not be limited in amount by these GTCP.
(2) The Supplier shall inform Viridis Events without undue delay of any loss, damage, incident, accident, claim or circumstance caused by the Supplier or associated with its deliveries or services that could reasonably give rise to liability.
(3) Where the Supplier is responsible for damage caused by a product, the Supplier shall indemnify Viridis Events against third-party claims to the extent that the cause falls within the Supplier’s sphere of control or organisation and the Supplier is liable in relation to the third party.
(4) Within the scope of its liability under subsection (3), the Supplier shall reimburse Viridis Events for reasonable and necessary expenses arising from or connected with a lawful recall or comparable corrective measure.
This includes expenses recoverable under sections 683 and 670 BGB or sections 830, 840 and 426 BGB.
Where possible and reasonable, Viridis Events shall inform the Supplier in advance about the nature and extent of a contemplated recall or corrective measure and give the Supplier an opportunity to comment.
(5) The Supplier shall also be liable in accordance with subsections (1) and (3) for loss or damage caused by its employees, representatives, subcontractors and other persons engaged in performing its obligations.
(6) The Supplier shall maintain public liability, professional liability, product liability and any other insurance customary and appropriate for the nature and extent of its deliveries and services.
At the request of Viridis Events, the Supplier shall provide appropriate evidence of insurance, including confirmation of the relevant scope of cover and coverage limits.
(7) The existence of insurance does not limit the Supplier’s contractual or statutory liability.
WORK RESULTS AND INTELLECTUAL PROPERTY RIGHTS
(1) The Supplier warrants that its deliveries, services and Work Results are free from third-party rights that would prevent or restrict their contractually intended use by Viridis Events or its clients.
(2) If a third party asserts a claim against Viridis Events in connection with an alleged infringement of intellectual property rights arising from the Supplier’s deliveries, services or Work Results, the Supplier shall, upon first written request, indemnify Viridis Events against the claim to the extent that the Supplier is responsible for the infringement.
In relation to a third party’s claim for damages, the Supplier may prove that it was not responsible for the infringement.
Further statutory rights and remedies remain unaffected.
If a third party initiates judicial or extrajudicial proceedings against Viridis Events in connection with an alleged infringement arising from the Supplier’s deliveries, services or Work Results, Viridis Events may defend itself appropriately with the assistance of legal counsel and claim reimbursement from the Supplier for the reasonable and necessary costs incurred, to the extent that the Supplier is responsible for the alleged infringement.
(3) The Supplier shall deliver or communicate to Viridis Events all Work Results owed under the order without undue delay after their creation.
“Work Results” means all results and findings created or obtained by the Supplier or by a third party engaged by the Supplier in performing the ordered deliveries or services. This includes, in particular:
works and creative materials;
concepts;
graphics and designs;
photographs, films and audio recordings;
reports;
scripts;
plans and technical documentation;
software, source files and editable working files; and
other documents and materials.
(4) The Supplier shall ensure that, to the extent legally possible, ownership of the Work Results can be transferred to Viridis Events.
Without the prior written consent of Viridis Events, the Supplier may not:
register intellectual property rights relating to the Work Results in its own name or in the name of a third party;
make details of the Work Results publicly available; or
permit third parties to use the Work Results except where strictly necessary to perform the order.
(5) To the extent legally permissible, the Work Results shall become the property of Viridis Events upon their creation and delivery.
The Supplier grants Viridis Events an irrevocable, exclusive, transferable and sublicensable right, unrestricted in time, territory and content, to use the Work Results in any known form and for all contractually contemplated purposes.
This right includes, in particular, the right to:
reproduce;
distribute;
publish;
display and perform publicly;
broadcast and make available online;
edit, adapt and modify;
combine the Work Results with other works or materials;
translate;
archive;
use for advertising and documentation;
transfer or license the rights to clients and other third parties; and
permit third parties to exercise these rights.
At the request of Viridis Events, the Supplier shall confirm or grant these rights separately in writing.
(6) To the extent legally permissible, the Supplier consents to the editing, adaptation and further development of the Work Results.
Any non-transferable moral rights and comparable personal rights existing under applicable law shall remain unaffected. To the extent legally permissible, the Supplier agrees not to exercise such rights in a manner that prevents or unreasonably restricts the contractually intended use of the Work Results.
(7) The Supplier shall obtain all necessary rights, permissions, licences and consents from its employees, subcontractors and other contributors to enable the rights described in this section to be granted effectively to Viridis Events.
(8) The rights transferred or licensed to Viridis Events under these GTCP are fully compensated by the remuneration stated in the order unless otherwise expressly agreed in writing.
(9) The Supplier shall not assert intellectual property rights in the Work Results against Viridis Events in a manner inconsistent with the rights granted under this section. The Supplier shall ensure the same with respect to its employees, subcontractors and other persons involved in creating the Work Results.
ITEMS AND MATERIALS PROVIDED BY VIRIDIS EVENTS
(1) Items provided to the Supplier by Viridis Events remain the property of Viridis Events.
The Supplier shall store such items separately from its own property, free of charge, and protect them against loss, damage, destruction and unauthorised access.
The Supplier may use them exclusively for the purpose of performing the relevant order.
(2) Subsection (1), first sentence, shall apply accordingly to materials and components provided to the Supplier by Viridis Events.
Any processing or transformation of items provided by Viridis Events shall be carried out on behalf of Viridis Events.
If items owned by Viridis Events are processed together with items not owned by Viridis Events, Viridis Events shall acquire co-ownership of the newly created item in the proportion that the value of the items provided by Viridis Events, based on their purchase price plus value added tax, bears to the value of the other items processed at the time of processing.
(3) The Supplier shall notify Viridis Events immediately of any loss of or damage to items provided by Viridis Events.
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SUPPLIER’S DUTIES OF CARE, INFORMATION AND COMPLIANCE
(1) Where Viridis Events has informed the Supplier of the intended purpose of a delivery or service, the Supplier shall notify Viridis Events without undue delay if the delivery or service is not suitable for that purpose.
The same applies if the intended purpose is apparent to the Supplier without an express notification.
(2) The Supplier shall ensure that its deliveries and services comply with:
all applicable environmental regulations;
accident-prevention and occupational health and safety regulations;
technical and safety rules;
product-safety requirements;
labour and employment requirements;
export-control and sanctions regulations; and
other mandatory legal requirements.
Where deliveries or services are performed at an event venue or another location outside Germany, the Supplier shall also comply with the mandatory laws, official requirements, venue regulations and safety requirements applicable at that location.
If German requirements and local mandatory requirements differ, the Supplier shall comply with the stricter requirement to the extent that this is legally permissible and technically possible. Any conflict must be reported to Viridis Events in writing without undue delay.
(3) When performing its services, the Supplier shall take all legally required and reasonably necessary safety precautions to prevent personal injury and property damage.
The Supplier shall implement all necessary site-safety measures, including, where applicable:
barriers;
lighting;
scaffolding;
guardrails;
warning signs;
cable protection;
electrical safeguards;
fire-protection measures; and
emergency access routes.
(4) If an act of cooperation owed by Viridis Events is omitted or insufficient, the Supplier shall notify Viridis Events in writing without undue delay if this may jeopardise or delay performance of the order.
If the Supplier fails to provide such notification, it may not rely on the omitted or insufficient cooperation to the extent that timely notification would have prevented or reduced the relevant consequences.
(5) Where a client of Viridis Events requires compliance with a particular code of conduct, the Supplier shall comply with that code of conduct after it has been provided to the Supplier.
(6) The Supplier may engage subcontractors for material parts of the ordered deliveries or services only with the prior written consent of Viridis Events.
The Supplier shall remain fully responsible for the performance of its subcontractors and shall ensure that they are contractually bound by obligations corresponding to these GTCP, particularly with regard to confidentiality, intellectual property, data protection, safety and compliance.
(7) The Supplier shall immediately inform Viridis Events of:
official investigations relating to the ordered deliveries or services;
serious safety incidents;
suspected violations of applicable law;
sanctions or export-control restrictions;
conflicts of interest; and
circumstances that may materially affect the Supplier’s ability to perform the order lawfully and on time.
CONFIDENTIAL INFORMATION, CONFIDENTIALITY AND PUBLICITY
(1) The Supplier shall keep all Confidential Information strictly confidential and use it exclusively for the performance of the ordered delivery or service.
“Confidential Information” includes, in particular, commercial, creative, organisational, personal or technical information, documents and Work Results belonging or relating to Viridis Events, its clients, guests, projects or events that are not generally known and become available to the Supplier in connection with an order.
Confidential Information may be disclosed to a third party only with the prior express written consent of Viridis Events.
The Supplier shall contractually bind its employees, subcontractors and other persons engaged in performing the order to equivalent confidentiality obligations.
(2) The confidentiality obligation shall continue after completion or termination of the order.
It shall not apply to information to the extent that the Supplier proves that the information:
was already publicly known without a breach of a confidentiality obligation;
became publicly known without a breach by the Supplier or a person attributable to the Supplier;
was lawfully known to the Supplier before it was disclosed by Viridis Events;
was lawfully obtained from a third party that was entitled to disclose it and was not in breach of a confidentiality obligation;
was independently developed by the Supplier without using Confidential Information; or
must be disclosed pursuant to a binding legal obligation or an enforceable order of a competent court, public authority or other legally authorised body.
(3) Where the Supplier considers itself legally required to disclose Confidential Information, it shall, to the extent legally permissible:
notify Viridis Events in writing sufficiently in advance;
provide reasonable details regarding the information to be disclosed and the legal basis for disclosure;
give Viridis Events a reasonable opportunity to seek protective measures; and
limit the disclosure to the minimum amount of information legally required.
At the request of Viridis Events, the Supplier shall provide suitable evidence of the disclosure obligation, for example a copy of the relevant official request or a written assessment from legal counsel, insofar as this is legally permissible and reasonable.
(4) Without the prior written consent of Viridis Events, the Supplier may not photograph, film, record, reproduce or report on any event organised or managed by Viridis Events.
This prohibition also applies to setup and dismantling activities, rehearsals, venues, guests, participants, documents, screens, production areas and behind-the-scenes processes.
(5) Without the prior written consent of Viridis Events, the Supplier may not use or mention any of the following in references, portfolios, case studies, award submissions, advertising, social media, press releases, public announcements or other publications:
the name of Viridis Events;
the existence or content of the business relationship;
photographs, films or audio recordings;
event content;
venue information;
the names of clients or guests;
company names;
brands;
logos;
claims;
product names; or
other information capable of identifying a project, client, event or participant.
(6) The confidentiality obligations under this section shall apply regardless of whether the relevant information is marked as confidential.
DATA PROTECTION
(1) The Supplier shall comply with the GDPR, the German Federal Data Protection Act and all other data protection laws applicable to its performance.
(2) The Supplier may process personal data received in connection with an order only:
for the purpose of performing the order;
in accordance with documented instructions from Viridis Events where Viridis Events acts as controller;
to the extent necessary and legally permissible; and
for no independent advertising, profiling, analytics or other secondary purpose.
(3) Where the Supplier processes personal data on behalf of Viridis Events, the parties shall enter into a data processing agreement in accordance with Article 28 GDPR before the Supplier begins processing.
(4) The Supplier shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, alteration or disclosure.
(5) The Supplier shall ensure that only persons who require access for the performance of the order can access personal data and that those persons are bound by appropriate confidentiality obligations.
(6) Personal data may be transferred outside the EU or EEA only with the prior written consent of Viridis Events and only where the requirements of Articles 44 et seq. GDPR are fulfilled.
(7) The Supplier shall notify Viridis Events without undue delay, and in any event within 24 hours after becoming aware, of any actual or suspected personal data breach affecting data processed in connection with an order.
The notification shall include all information reasonably required by Viridis Events to assess the incident and comply with its legal obligations.
(8) Upon completion or termination of the order, the Supplier shall return or securely delete personal data processed on behalf of Viridis Events unless applicable law requires continued storage.
APPLICABLE LAW, JURISDICTION AND CONTRACT LANGUAGE
(1) These GTCP, every order and the entire contractual relationship between Viridis Events and the Supplier shall be governed by the laws of the Federal Republic of Germany, excluding its conflict-of-law rules to the extent that they would result in the application of another legal system.
(2) The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (“CISG”) shall not apply.
(3) If the Supplier is a merchant, a legal entity under public law, a special fund under public law or has no general place of jurisdiction in Germany, the courts having jurisdiction for the registered business address of Viridis Events shall have exclusive jurisdiction over all disputes arising out of or in connection with the contractual relationship.
The current place of jurisdiction is Halle (Saale), Germany.
Viridis Events shall also be entitled to bring proceedings against the Supplier at the Supplier’s general place of jurisdiction or at another court having jurisdiction under applicable law.
Mandatory statutory rules regarding exclusive jurisdiction remain unaffected.
(4) The contractual language shall be the language used in the individual order unless otherwise expressly agreed.
Where both a German and an English version of these GTCP are provided, the German version shall prevail in the event of discrepancies or differences in interpretation. The English version is provided to facilitate understanding by international Suppliers.
(5) Legally relevant notices and declarations by the Supplier, including reminders, notices of defects, deadline extensions, terminations and withdrawals, must be submitted in writing or text form unless a stricter statutory or contractual form is required.
SEVERABILITY
If an individual provision of these GTCP is or becomes wholly or partially invalid or unenforceable, the validity of the remaining provisions shall remain unaffected.
The invalid or unenforceable provision shall be replaced by the applicable statutory provision.
Where no suitable statutory provision exists, the parties shall agree a valid provision that comes as close as legally possible to the commercial purpose of the invalid or unenforceable provision.
The same applies to any unintended omission in these GTCP.
Version: August 2026