eps event ltd

eps General Terms and Conditions (GTC)

§ 1 Scope and Contracting Parties

1.1 Parties and Contractual Framework 

These General Terms and Conditions (“GTC”) govern all agreements between Eps Event Limited (“Supplier”) and the respective customer identified in the applicable Project Quote (“Customer”). Upon acceptance of a Project Quote in accordance with clause 1.3 below, the Project Quote together with these GTC and any documents expressly incorporated by reference (including specifications, drawings or Customer technical requirements) form a binding contract between the parties (“the Contract”). 

The Contract governs the rental, delivery, installation, use, dismantling and return of Equipment and any associated services provided by Supplier, as described in the Project Quote. 

1.2 Offer and Formation of the Contract 

Project Quotes issued by Supplier are non-binding unless expressly stated otherwise. A Contract is formed only when Customer returns Project Quote within the applicable acceptance period or when Supplier confirms acceptance in writing. Any modification or deviation proposed by Customer constitutes a counter-offer and becomes binding only upon eps written acceptance. 

1.3 Amendments 

Any amendment or modification to the Contract must be made in writing and shall only become effective when accepted by eps in writing. The requirement of written form may itself be waived only in writing. 

1.4 Validity of Quotes 

Unless otherwise stated, a Project Quote remains valid for 30 days from the date of issuance. eps may extend or reissue a Project Quote in writing at its sole discretion. 

1.5 Exclusion of Customer Terms 

These GTC shall apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or that are implied by law, trade custom, practice or course of dealing. 

1.6 Hierarchy of Agreements 

In the event of a conflict between documents forming part of the Contract, the following priority shall apply: 

(a) the Project Quote 

(b) these GTC 

(c) documents incorporated by reference 

(d) any other written agreements executed by both parties.

§ 2 Definitions

“Contract” means the binding agreement between eps and the Customer for the Services consisting of the accepted Project Quote, these GTC and any documents expressly incorporated by reference. 

“Customer” means the legal entity or individual identified as the contracting counterparty in the applicable Project Quote. 

“Supplier” means the EPS Event Ltd issuing the Project Quote and providing the Equipment and/or Services under the Contract or signing on behalf of them. 

“Project Quote” means the written commercial offer issued by Supplier specifying the Equipment, Services, quantities, prices, Rental Term, delivery dates and any project-specific conditions applicable to the Contract. 

“Equipment” means all items, components, structures, materials, tools and accessories provided by Supplier to the Customer on a rental basis, including any functional equivalents or replacements supplied pursuant to the Contract. 

“Services” means all services performed by Supplier under the Contract, including without limitation delivery, unloading, installation, dismantling, (re)loading and/or any other agreed activities. 

“Site” means the event area, premises, land, location or project site including all access routes and unloading/loading points, where the Equipment is to be delivered, installed, stored, operated and/or dismantled. 

“Rental Term” means the agreed period during which the Equipment is provided to the Customer, beginning and ending as specified in the applicable Project Quote or as determined in accordance with these GTC.

§ 3 Subject

3.1 Scope of Supplies and Services 

Contract covers the rental and temporary provision of Equipment by Supplier to Customer, as well as any Services expressly identified in the applicable Project Quote, including delivery, unloading, installation, dismantling, reloading and/or return transport. 

3.2 Rental of Equipment 

Supplier shall make Equipment available to Customer for the agreed Rental Term, beginning and ending as specified in Project Quote or determined in accordance with these GTC. Unless expressly stated otherwise, Rental Term begins upon provision of Equipment for unloading and ends upon completion of loading and safe preparation for transport after the project. 

3.3 No Transfer of Title; No Subletting 

Customer agrees that rental of Equipment does not grant Customer any title or property rights in Equipment and all title and property rights shall remain with Supplier. Customer acknowledges that Contract grants only a temporary right to use Equipment for the duration of Rental Term. Customer shall not assign, sublet, pledge, encumber or dispose of Equipment without Supplier’s prior written consent. Any unauthorized transfer or relocation is strictly prohibited and constitutes a material breach and may result in immediate termination of Contract and recovery of Equipment by Supplier. 

3.4 Project-Specific Use Only 

Equipment is provided solely for use at Site specified in Project Quote. Any relocation, change of installation area or extended use beyond the scope agreed in the Project Quote requires prior written approval from Supplier. 

3.5 Delivery and Return 

Unless otherwise expressly agreed in writing, delivery of Equipment is made DAP (Delivered at Place – to Site) in accordance with the Incoterms 2020 rules published by the International Chamber of Commerce. Supplier shall provide Equipment in a condition suitable for the agreed project and repossess Equipment at the end of Rental Term following dismantling and reloading. Customer shall ensure timely access to Site and comply with all obligations necessary for proper delivery, installation, operation, dismantling and return. These obligations are specified in the following under clauses § 5 and § 8. 

3.6 Services Performed by Supplier 

When Project Quote includes installation, dismantling or other Services, Supplier will perform such Services in a professional manner using qualified personnel or subcontractors. Customer shall make Site accessible, safe, properly prepared and shall provide agreed numbers of resources, personnel, forklifts, utilities and working areas as further specified under clause § 9.  

3.7 Condition and Substitution of Equipment 

Supplier may, at its discretion, supply functionally equivalent Equipment if the originally quoted Equipment is unavailable, provided that such substitution does not materially impair the project’s intended use.

§ 4 Changes in the Scope of Service

4.1 Right to Request Changes 

Either party may request reasonable changes to Equipment, Services or other project-related parameters at any time prior to or during performance. Any change request must be submitted in writing and shall describe the proposed adjustment with sufficient detail to enable the receiving party to assess its feasibility in terms of price, delivery schedules, Rental Term and scope of Services. 

4.2 Requirement of Written Approval 

No change of the scope of Services shall be effective unless and until Supplier has issued a written confirmation expressly approving the requested change. Verbal instructions, on-site conversations and operational adjustments do not constitute agreed changes to Contract. The written form requirement may only be waived in writing. 

4.3 Adjustments Resulting from Changes 

Approved changes may require adjustments to the schedule, resource planning, project execution or other operational parameters. Supplier will notify Customer in writing of any such adjustments necessitated by an approved change. No pricing, remuneration or cost-impact rules are included here, as these are governed exclusively under § 10. 

4.4 Additional Costs 

If a Customer-initiated change causes additional work, special transport needs, modified Equipment configuration or operational delays, Supplier will inform Customer of the resulting implications before implementing the change. This does not apply to time-critical cases in which Supplier will act in good faith to avoid delays in the execution of the order. 

Quoted prices that include delivery of Equipment are based on actual fuel prices at the moment of submittance of the Quote. In the event fuel price increases by more than 20% between the time of offering and delivery, Supplier shall have the right to add a fuel surcharge to Contract price to offset the increase in the fuel price. 

All financial consequences of such changes are governed solely by § 10. 

4.5 No Implicit Changes 

Performance of additional tasks, cooperation in operational matters or Supplier’s temporary accommodation of on-site project developments shall not be construed as acceptance of a change unless confirmed by Supplier in writing. No waiver or modification shall be implied by conduct or partial performance.

§ 5 Shipping and Delivery

Unless otherwise stated in Contract (i.e., unless Customer has contracted for unloading services), Equipment will be delivered to Customer’s loading area in accordance with DAP – Incoterms and Customer will assume responsibility for unloading, installation, dismantling, and loading at conclusion of Rental Term. Supplier is not obligated to wait more than 2 hours beyond each of the times scheduled for delivery and pick-up, and Customer will be responsible for additional charges in the event the Customer is not ready for unloading or pick-up at the agreed-upon time. Customer also will be responsible for additional costs of expedited or other special transportation Customer may require as a result of changes to the schedule or for other reasons not caused by Supplier.

§ 6 Condition of Equipment and Inspection

Customer will be responsible for inspecting all Equipment upon delivery. Unless Customer objects at the time of delivery, it shall be deemed conclusive that all Equipment was delivered and was in good working order when delivered. Customer’s sole remedy for non-conforming Equipment will be to reject the non-conforming Equipment and require Supplier, at Supplier’s option and expense (including applicable shipping costs), to either (a) repair or replace the non-conforming Equipment; or (b) credit Customer for the non-conforming Equipment against amounts otherwise due under Contract. Supplier reserves the right for any reason to substitute functionally equivalent equipment for Equipment specified in Contract. Upon tender of delivery, no allowance will be made for any rented Equipment or portion thereof which is claimed not to have been used by the Customer.

§ 7 Site Conditions

Customer must ensure that the loading dock or comparable location for unloading is easily accessible by trucks with a permitted total weight of up to 44 tons (max. 12 tons/axle) and fully accessible at the time of delivery. To the extent Supplier contracts for unloading, installation, dismantling and/or reloading, Customer must ensure that Site, is free of any objects that could prevent or hinder access and otherwise is fully adequate for the intended use. Site (including but not limited to all access routes and the installation locations for Equipment) must be suitably level and stable, equipped with sufficient lighting if natural light is insufficient, and accessible for, and drivable by 44 tons capacity trucks as well as forklifts up to 5 tons capacity on the agreed “drivable” areas. The preparation of Site is to be completed in advance and at no cost to Supplier. Any damage to Site will be the responsibility of the Customer unless avoidably and solely caused by Supplier, and Customer will be responsible for any delays as well as additional charges based on inadequacies associated with Site conditions. Customer also is responsible for providing (at no cost to Supplier) utilities (including electricity and water) and secure storage capacities as reasonably required by Supplier.

§ 8 Proper Use, Damage,Loss or Missing Equipment 

Customer is responsible for the costs of any damage resulting from improper, incorrect or irregular use of Equipment. Customer shall indemnify and hold Supplier harmless against any third-party claims. Customer is prohibited from making any changes to Equipment or its assembly. Customer is also prohibited from changing the location of Equipment. Customer will keep Equipment secure and Customer agrees, apart from customary wear and tear, all Equipment shall be returned to Supplier clean and in good repair. Customer assumes the risk of loss or damage to Equipment during Rental Term, regardless of the cause. Equipment returned by Customer other than as agreed, will be cleaned, repaired, refurbished and/or replaced as necessary by Supplier at Customer’s expense. Customer is not authorized to perform any repairs without the express consent of Supplier. All Equipment which cannot be repaired or refurbished at less than the current published list price will be invoiced to Customer at its current published list price. Acceptance of returned Equipment by Supplier does not constitute a waiver of any of the rights it has under Contract. Without limiting the foregoing, Customer will provide Supplier at no charge for the duration of Rental Term a secure location to store Supplier’s tools, pallets and other Equipment and material used for loading/unloading, installation and dismantling of Equipment and shall be liable for any loss or damage not attributable to Supplier. For drivable flooring, vehicles using the equipment must not exceed 5 mph and tracked vehicles are prohibited unless Supplier gives written permission.

§ 9 Installation and dismantling by Supplier

In case of Installation and/or dismantling by Supplier, Customer shall ensure that the position on which Equipment is to be built, is well marked. Customer must be present when the installation begins, in order to indicate the said marks and places. If Customer is not present when the installation begins, the installation is considered to have been performed according to the commission given. 

Customer warrants that Customer has personnel available or otherwise contracted for, who are familiar with the safe and proper unloading, installation, use, dismantling, and loading of Equipment. Such personnel shall be fit for work and observe the most up-to-date safety standards and conditions as specified in the local health & safety legislation and standards. Customer is responsible for Equipment and the competence of the personnel recruited by or through it, who are directly or indirectly involved in the assembly, the use or the dismantling of Equipment. Supplier is not liable for possible damage caused by the personnel of Customer. This workforce described shall be for the sole use of Supplier and shall not be designated any other tasks by Customer. Customer shall provide and pay for, at its own expense, adequate employer’s and public liability insurance coverage for this workforce on site at all times. This workforce shall always be equipped with appropriate certificates and personal safety Equipment corresponding to their tasks, according to local standards (Customer responsibility).  

Customer shall provide and pay for, at its own expense, a sufficient number of forklifts that are totally suitable for Site access and terrain and are functional in every manner. They shall have experienced and properly licensed operators to operate them at all times at Site (unless stated differently in the Project Quote). 

Equipment described above shall be for the sole use of Supplier and shall not be designated for any other tasks by Supplier. All machinery should be in the best possible mechanical working condition and shall be serviced, maintained and sufficiently fuelled at all times. The machinery shall be available and in full working order at all times from Supplier arrival on site until departure.

§ 10 Payment Terms

10.1 Prices and Currency 

All prices for Equipment and Services shall be as stated in the applicable Project Quote and shall be payable in the currency specified therein. Unless expressly agreed otherwise, all payments shall be made in Euro (EUR) or the local currency indicated in Project Quote. 

10.2 Payment Terms 

All payments shall be made in full without set-off, deduction or withholding, except to the extent such withholding is required by applicable law. Payment shall be deemed received only when credited to the account designated by Supplier. Final invoices are due and payable upon transmission by Supplier unless otherwise expressly indicated. 

10.3 Late Payment Charges 

If Customer fails to make any payment when due, the outstanding amount shall accrue interest at a rate of 1.50% per month, or the maximum rate permitted by applicable law, whichever is lower, until payment is made in full. This interest obligation accrues without prejudice to any other rights Supplier may have under Contract. 

10.4 Cancellation 

Unless otherwise agreed in writing, in case of cancellation, Customer shall pay a cancellation fee equal to thirty percent (30%) of the total Contract price if written notice of cancellation is not received by Supplier at least thirty (30) calendar days prior to the scheduled delivery date. This cancellation fee covers administrative and logistical preparations undertaken by Supplier.

§ 11 Usage Rights, Ownership Rights and IP Regulations 

11.1 Ownership of Equipment 

All Equipment provided under Contract remains the sole property of Supplier. Customer acquires no ownership, title, security interest or other proprietary rights in Equipment at any time. Customer shall keep Equipment free and clear of all liens, claims, security interests or encumbrances. 

11.2 Limited Rights of Use 

Customer is granted a temporary non-exclusive right to use Equipment solely for the duration of Rental Term and exclusively for the project, purpose and Site identified in the applicable Project Quote. Any use outside the agreed scope constitutes a breach of Contract. 

11.3 Protection of Supplier’s Intellectual Property 

All designs, technical documentation, product specifications, installation methods, CAD drawings and other materials provided by Supplier remain the exclusive intellectual property of Supplier (“Intellectual Property”). A revocable, royalty-free, non-transferable, non-sub-licensable licence is granted to Customer to use Supplier’s Intellectual Property solely and only for the purpose of performing the Contract. Customer shall not copy, reproduce, reverse-engineer, publish or disclose such material to third parties. 

§ 12 Confidentiality and Data Protection

12.1 Confidential Information 

For purposes of Contract, “Confidential Information” means any non-public, proprietary, technical, commercial, financial or project-related information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with the performance of Contract, whether disclosed orally, in writing, electronically or by providing access to systems, materials, drawings or Site. 

12.2 Confidentiality Obligations 

The Receiving Party shall: 

(1) keep all Confidential Information strictly confidential; 

(2) use such information solely for the purpose of performing Contract; 

(3) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who require access for legitimate Contract‑related purposes and who are bound by obligations no less protective than those set out herein; and 

(4) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable standard of care. 

12.3 Exclusions 

Confidential Information does not include information that: 

(1) is or becomes publicly available without breach of this clause; 

(2) was lawfully in the Receiving Party’s possession prior to disclosure; 

(3) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or 

(4) is lawfully obtained from a third party without breach of confidentiality obligations. 

12.4 Required Disclosures 

If the Receiving Party is legally compelled to disclose Confidential Information due to a court order, regulatory request, or other governmental mandate, it shall (to the extent legally permissible) provide prompt written notice to the Disclosing Party to allow the Disclosing Party to seek protective measures. Only that portion of the Confidential Information that is legally required to be disclosed shall be disclosed. 

12.5 Return or Destruction of Confidential Information 

Upon expiration or termination of Contract, or upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all Confidential Information, including copies or reproductions, except where retention is required by applicable law or for legitimate internal compliance purposes. 

12.6 Data Protection 

To the extent that the performance of Contract involves the processing of personal data, each party shall comply with all applicable data protection laws governing the jurisdiction(s) in which Services are performed. 

If Supplier processes personal data on behalf of Customer, the parties shall enter into a separate data processing agreement to ensure compliance with applicable legal requirements. 

12.7 No Publicity 

Neither party shall issue public statements, press releases, marketing references, or other external communications that identify the other party or the project without the prior written consent of the other party.

§ 13 Warranty and Rights in Case of Defects

13.1 Condition of Equipment on Delivery 

Supplier and Customer shall specify the characteristics of Services to be provided in Contract. Service specifications do not constitute a guarantee of the presence or absence of certain characteristics. Insofar as guarantees are expressly promised that deviate from this, these are only binding if they have been made by the authorized representative. Promises by other persons are not binding. 

13.2 No Warranties Made Beyond § 6. 

Except for the remedies expressly provided in clause § 6, Supplier makes no warranties, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose or any warranty arising from course of dealing or usage of trade. 

This warranty exclusion applies to the fullest extent permitted by applicable law. 

13.3 No Advisory Obligations 

Supplier has no obligation to provide Customer with technical advice, instructions, recommendations or suitability assessments regarding the use of Equipment or the design of Site. Any advisory information voluntarily provided by Supplier is given without warranty and shall not create any form of liability.

§ 14 Limitation of Liability

14.1 Allocation of Responsibility 

Customer is solely responsible for all losses or damages arising out of the selection, delivery, possession, installation, operation or use of Equipment, including accidents to persons or property, except for those operations executed by Supplier. 

14.2 Indemnity 

Customer shall indemnify, defend and hold harmless Supplier and its affiliates, officers, directors, employees, agents and contractors from and against any third party claims, actions, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or related to the selection, delivery, possession, installation, operation or use of Equipment and any ancillary tools or attachments. 

14.3 Limitation of Liability 

To the maximum extent permitted by applicable law, the aggregate liability of Supplier and its affiliates under or in connection with Contract, whether in Contract, tort (including negligence) or otherwise, shall be limited to the total amount of fees received or receivable by Supplier from Customer under Contract. 

14.4 Exclusion of Certain Damages 

In no event shall Supplier or its affiliates be liable for any indirect, incidental, consequential, punitive or special damages, even if advised of the possibility of such damages. 

14.5 Limitation of Liability 

Nothing in this Agreement shall exclude or in any way limit: 

(a) either party’s liability for death or personal injury caused by its own negligence; 

(b) either party’s liability for fraud or fraudulent misrepresentation; 

(c) either party’s liability for the willful misconduct of that party, its employees, agents, or subcontractors; or 

(d) any other liability which cannot be excluded by law. 

14.6 Insurance 

Customer must maintain all‑risk and general liability insurance covering full replacement value and general liability insurance of at least EUR 1,000,000 per occurrence. For Equipment exceeding EUR 100,000 in replacement value, Customer must provide a certificate naming Supplier as additional insured and loss payee before any Equipment is shipped or delivered.

§ 15 Force Majeure

Unless otherwise provided for in Contract, neither party shall be deemed to be in default or in breach of its obligations under Contract if the fulfillment of these obligations is prevented by circumstances of force majeure occurring on or after the date of Contract. Events of force majeure shall only entitle the parties to an extension of the deadline. Unless otherwise defined in contractual terms and conditions, force majeure shall be understood to mean all events that are unforeseeable and unavoidable for the affected party and that significantly impair the fulfillment of its contractual obligations. 

Notwithstanding any provisions to the contrary in this contract, a lack of financial resources (including a lack of financial resources on the part of subcontractors), 

(1) Strikes and/or 

(2) lockouts 

(3) the inability of an artist to perform 

as well as all consequences resulting from the aforementioned points shall not be considered force majeure. 

In the event of force majeure, Supplier shall inform Customer immediately and endeavour to continue the work within reasonable limits. If events of force majeure delay the execution of the work by more than three (3) weeks in total, or if such a delay is reasonably foreseeable, Customer may terminate Contract.

§ 16 Default

Upon Customer’s default, Supplier may terminate Contract, require immediate dismantling, recover Equipment from Site or dispose of Equipment onsite. Supplier may cancel Contract if any required deposit is not timely paid. Supplier may suspend further deliveries if Customer is in default or if Supplier becomes aware of a significant deterioration of Customer’s financial standing. Supplier may request advance payment or security and may withdraw from Contract if Customer fails to comply within a reasonable deadline.

§ 17 General

17.1 Headings 

The headings and captions used in these GTC are used for convenience only and are not to be considered in construing or interpreting these GTC. 

17.2 Relationship of the Parties 

Customer and Supplier are independent parties, and nothing in these GTC or Contract makes either party the agent or legal representative of the other party for any purpose. Neither party has authority to assume or to create any obligation on behalf of the other party. Except as otherwise provided in Contract, Supplier shall have no right to control Customer’s use and operation of Equipment. 

17.3 Compliance with Laws 

Customer and Supplier shall comply with applicable laws, rules and regulations of the jurisdiction(s) where Equipment will be used. 

17.4 Notices 

Unless otherwise provided, any notice required or permitted under this Agreement shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or by a nationally-recognized delivery service (by a reputable internationally or nationally recognized courier or delivery service) or forty-eight (48) hours after being deposited with the Post Office, by registered or certified mail, postage prepaid and addressed to the Party at the address set forth in Contract, or at such other address as may be designated in writing. 

17.5 Waiver 

The failure of either party to enforce any right or remedy provided in Contract or by law on a particular occasion will not be deemed a waiver of that right or remedy on a subsequent occasion or a waiver of any other right or remedy. 

17.6 Governing Law 

Contract shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles. 

17.7 Dispute Resolution and Legal Fees 

Customer and Supplier will first endeavour to resolve through good faith negotiations any dispute arising under or relating to the construction, interpretation or enforcement of these GTC, or any Contract arising therefrom. If a dispute cannot be resolved through good faith negotiations, the prevailing party in any resulting action or proceeding will be entitled to recover its expenses and costs, including reasonable legal fees, in addition to any other relief that may be granted. 

17.8 Venue 

The courts of England and Wales shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination. Customer hereby consents to personal and subject matter jurisdiction in those courts and waives any defenses Customer otherwise might have relating thereto. 

17.9 Assignment 

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party, provided however that Supplier may assign any Contract to any successor of Supplier or any purchaser of all, or substantially all, of the company’s assets, without further consent. 

17.10 Severability 

If one or more provisions of these GTC or any associated Contract is held to be unenforceable under applicable law, such provision(s) shall be severed therefrom provided that such severance does not alter the fundamental terms and conditions of any applicable transaction, and the remaining provisions shall be fully enforceable in accordance with their terms.