General terms and conditions

Article 1: Definitions

1.1 In the General Terms and Conditions of Sale and Delivery for Exhibition Companies, the following terms shall have the following meanings:

'General Terms and Conditions': these general terms and conditions;
'CLC-VECTA': the association with full legal capacity 'CLC-VECTA Centre for Live Communication' and having its registered office in Breukelen;
CLC-VECTA Member': any legal entity or natural person acting in the exercise of its profession or business applying these terms and conditions;
'Event' means a trade fair, exhibition, conference, event or other form of Live Communication;
'IP Rights': rights to intellectual creations, such as copyright, trademark rights, design rights, trade name rights, database rights and patent rights;
'Live Communication': 'business to business' and 'business to consumer' events, where persons or groups of persons meet (physically), which are organised for the purpose of informing, acquiring or transferring knowledge, or preparing and/or carrying out transactions;
'Design': work performed by the Exhibition Company in preparation for the execution of the Assignment, such as the making of drawings, sketches, models and models;
'Assignment': assignment that the Exhibition Company is to perform for the Client pursuant to the Agreement, including the supply of services and items for sale and/or hire;
'Client': any natural person or legal entity that contacts the Exhibition Company in connection with a possible Agreement to be concluded or has concluded an Agreement with the Exhibition Company;
'Agreement': agreement between the Exhibition Company and the Client pursuant to which the Exhibition Company carries out an Assignment on behalf of the Client;
'Party': the Exhibition Company or the Client individually;
'Parties': the Exhibition Company and the Client jointly;
'Written' means in writing or by email. Exhibition Company': any legal entity or natural person acting in the exercise of its profession or business that is involved in the realisation of an Event and is a CLC-VECTA member;

Article 2: General

2.1 The General Terms and Conditions apply to all offers, quotations and Agreements, as well as to all other legal relationships between the Parties in this respect.

2.2 Any deviations from or additions to the General Conditions shall only be valid if expressly agreed In Writing by the Parties. The agreed deviations or additions only apply once. If another Agreement is concluded between the Parties at a later time, the present version of the General Terms and Conditions shall apply.

2.3 If any provision of the General Terms and Conditions is null and void, is nullified or cannot be invoked by the Parties on any other grounds, the Exhibition Company shall be entitled to replace that provision with a valid and enforceable provision, whereby the purpose and purport of the original provision shall be observed as far as possible. The other provisions shall in that case remain in full force and effect.

2.4 If a discrepancy should arise between the contents of the various language versions of these General Terms and Conditions, the text of the Dutch-language version shall prevail over the translated versions.

Article 3: Offers, formation of the Agreement and obligations of the Client

3.1 Unless the quotation states otherwise, all quotations have a validity period of 30 (thirty) days.

3.2 Quotations are issued In Writing.

3.3 The Agreement shall only come into effect if the quotation has been accepted In Writing within the period referred to in clause 3.1 and this acceptance has reached the Exhibition Company within the period referred to in 3.1.

3.4 If reservations and/or changes are made in the acceptance with regard to the quotation originally submitted by the Exhibition Company, the Agreement will only be concluded, in deviation from the provisions of paragraph 3 of this article, at such time as the Exhibition Company has informed the Client In Writing that it agrees to these reservations and/or changes.

3.5 If the performance of a contract for which the Client has requested a quotation is not awarded to the Exhibition Company, the Client is obliged to return the quotation, complete with all the accompanying documents, to the Exhibition Company within eight (8) days of the latter being informed that it will not be permitted to perform the contract, in default of which the Exhibition Company shall be entitled to charge the Client in full for the costs incurred.

3.6 A description of the Assignment forms part of the quotation. If the description offers options for the manner in which the Assignment will be carried out, the Client shall inform the Exhibition Company of the choice(s) made by the Client before or on acceptance of the quotation. If the Client makes its choice(s) known after acceptance of the quotation, this shall not bind the Exhibition Company until it agrees to this itself. The Exhibition Company is not liable for any losses incurred by the Client in the event that the Exhibition Company does not agree to the Client's choice(s) made after acceptance.

3.7 Any subsequent additional agreements or amendments, as well as any verbal or other undertakings by and/or agreements with subordinates and/or employees of the Exhibition Company, are not binding on the Exhibition Company until after and insofar as they have been confirmed in writing by the Exhibition Company.

3.8 The Client shall ensure that the Exhibition Company receives all useful and necessary information, documents and data required by the Exhibition Company for the performance of the Assignment in good time. The Client shall be liable for any damage suffered by the Exhibition Company and all additional costs incurred and/or incurred by the Exhibition Company as a result of not having the aforementioned information available in good time.

3.9 Unless the Parties agree otherwise in writing, the Exhibition Company is not obliged to check the accuracy of the Client's instructions and/or notifications, drawings, calculations, estimates, etc. and - insofar as relevant - the functional suitability of materials prescribed by or on behalf of the Client. The Client guarantees that the information provided by it to the Exhibition Company is correct and complete. Drawings, calculations and estimates will always be provided by the Client with the date on which they were issued by the Client.

3.10 The Exhibition Company is never liable for shortcomings in the provision of services resulting from incorrect or incomplete information provided by the Client. The Client is liable for any losses arising from the fact that the information provided by the Client to the Exhibition Company is incorrect or incomplete. The Client shall indemnify the Exhibition Company against any claims from third parties relating to the use of drawings, calculations, estimates and other data provided by or on behalf of the Client.

3.11 The Exhibition Company shall confirm the agreed additional work in Writing prior to its performance. Objections to the content of the Written confirmation must be submitted In Writing to the Exhibition Company. If the period between the Exhibition Company's confirmation of the additional work and its performance is less than 8 (eight) days, the Client must submit objections to the additional work In Writing to the Exhibition Company no later than prior to the performance of the additional work. If the Client does not submit an objection within the aforementioned period , then (the accuracy of) the Written confirmation of the additional work shall be deemed to have been accepted by the Client.

3.12 Unless the Parties have agreed otherwise In Writing, additional work shall be carried out at the prices applicable at the time of entering into the Agreement, with due observance of Article 5 of the General Terms and Conditions.

Article 4: Cancellation or change

4.1 If the Client cancels all or part of an Agreement up to 6 (six) weeks before the delivery date specified by the Exhibition Company, the Exhibition Company is entitled to charge 30% of the total agreed order sum in the event of full cancellation; or the part of the order sum relating to the part of the Agreement that is cancelled; from Customer, plus the costs already incurred within the framework of the performance of (the cancelled part of) the Agreement.

4.2 If the Client cancels all or part of the Agreement within 6 (six) weeks before the delivery date specified by the Exhibition Company, the Client shall remain obliged to pay the entire order sum.

4.3 If an Agreement is amended at the Client's request and by mutual agreement, the Exhibition Company is entitled to charge the Client for the additional costs caused by this amendment. The original agreed delivery time will no longer apply in the event of an amendment.

4.4 The Exhibition Company may only cancel an offer or an Agreement if it notifies the Client in writing of the intended cancellation no later than 30 (thirty) calendar days after the date on which the offer was made or within 8 (eight) days after the date on which the Agreement was concluded.

4.5 In case of partial cancellation, the offer or Agreement shall remain intact for the remainder.

Article 5: Prices

5.1 The prices for the Assignment are the prices as stated in the quotation, unless circumstances arise after the conclusion of the Agreement but before the execution of the Assignment that lead to a change in the prices.

5.2 Unless otherwise stated in Writing, the Exhibition Company's prices are: based on the level of purchase prices, freight costs, insurance premiums and other costs applicable at the time the quotation was made; based on delivery from the registered address, warehouse or other storage location of the Exhibition Company; based on the wages, salaries and social security charges applicable at the time the quotation was made; based on the prices of raw and ancillary materials applicable at the time the quotation was issued; based on the prices charged by third parties to the Exhibition Company at the time the quotation was submitted; all costs charged by third parties to the Exhibition Company after the commencement of the Order and in the context of the Order shall be borne by the Client; exclusive of VAT and the import and export duties, other taxes, levies and duties introduced at that time at home and abroad; stated in euros. Any exchange rate changes will be passed on.

5.3 If a change in circumstances or an increase in one or more cost-determining factors occurs after the quotation has been submitted, the Exhibition Company is entitled to pass this change on to the Client. The Exhibition Company is only entitled to do so insofar as the increase could not reasonably have been known to the Exhibition Company at the time the quotation was issued. The Exhibition Company shall announce any change to the agreed price in writing, stating the additional costs involved.

5.4 If the Exhibition Company increases the agreed prices as referred to in paragraph 3 of this article, the Client is entitled to dissolve the Agreement in full or in part within 8 (eight) days of the date on which the Exhibition Company communicates this In Writing by registered letter and therefore without judicial intervention. In such a case, the Exhibition Company shall not be entitled to any compensation. If the Exhibition Company has already partially fulfilled its obligations under the Agreement, it is entitled to invoice the part already delivered or the deliverable part separately and the Client is obliged to pay this invoice.

5.5 In the case of composite offers, there is no obligation to deliver part of the total performance at the amount stated for this part in the offer or at a proportionate part of the price stated for the whole.

Article 6: Costs and fees

6.1 If no Agreement is concluded but the Client wishes to use all or part of the Design, either under its own management or by third parties, it shall only be permitted to do so if the Exhibition Company has given its written consent and the Client has paid the fee to be determined by the Exhibition Company.

Article 7: Delivery

7.1 Delivery of the agreed services and items shall commence on the date specified in the quotation or in the Written confirmation referred to in Article 3.4 of these General Terms and Conditions.

7.2 The delivery times specified by the Exhibition Company are not deadlines. The delivery times specified by the Exhibition Company are based on the working conditions prevailing at the time the quotation or Written Confirmation referred to in Article 3.4 of these General Terms and Conditions was sent. If a delay occurs through no fault of the Exhibition Company, the delivery time shall be extended to the extent necessary. The delivery time will also be extended if the delay on the part of the Exhibition Company arose as a result of the Client's failure to fulfil any obligation arising for the Client from the Agreement or the Client's failure to cooperate.

7.3 If delivery cannot take place in the agreed manner due to causes attributable to the Client, the Exhibition Company is entitled to charge the Client for the costs incurred as a result.

Article 8: Inspection and completion of the Assignment

8.1 The Client is obliged to inspect whether the Assignment has been carried out in accordance with the description of the Assignment. The Exhibition Company shall inform the Client, either verbally or in writing, when it expects the Assignment to be completed and when the inspection will take place.

8.2 Complaints must be reported to the Exhibition Company immediately during the inspection. If the complaint is deemed to be correct, the Exhibition Company will rectify it within a reasonable period. After this, a new inspection will take place in accordance with the provisions of Article 8.1.

8.3 The Assignment will be considered completed and accepted by the Client if the Client fails to attend the announced inspection or if no complaint is made during the inspection.

Article 9: Ownership

9.1 Unless agreed otherwise in writing, the items delivered and/or made available in the context of the execution of the Assignment shall remain the property of the Exhibition Company after completion of the Assignment.

9.2 Unless agreed otherwise in writing, the Client is obliged to return the items referred to in paragraph 1 of this article to the Exhibition Company at its own expense and no later than within 12 (twelve) hours of the end of the Event. The items shall be in the same condition as they were when they were delivered by the Exhibition Company.

9.3 If the parties have agreed that ownership of the items delivered in the context of the Assignment shall be transferred to the Client, the transfer of ownership shall take place at such time as the Client has fully met its (payment) obligations under the Agreement and all claims arising from non-fulfilment of this Agreement, including the resulting damage, interest and costs.

9.4 During the period referred to in paragraph 3 of this article, the Principal is prohibited from disposing of, pledging or otherwise encumbering the delivered goods, renting them out, lending them out or removing them from his control in any other way, except in the context of his normal business operations. Client is obliged to store the delivered items with due care and as recognisable property of the Exhibition Company. Furthermore, the Client is obliged to insure the delivered items adequately during this period.

9.5 The Exhibition Company is entitled to immediately retrieve the delivered items or have them retrieved from the location where they are located if the Client fails to fulfil its obligations referred to in paragraph 3 of this article. The Client shall cooperate fully in this regard and irrevocably authorises the Exhibition Company to enter all locations where the Exhibition Company's property is located. All costs associated with the recovery of those items shall be borne by the Client. The Exhibition Company is also entitled to recover any damage to items from the Client or to charge the Client for any reduction in the value of items.

9.6 If third parties assert rights in respect of items delivered by the Exhibition Company under retention of title or the Client is aware that third parties intend to assert rights in respect of the aforementioned items, the Client shall notify the Exhibition Company of this in writing immediately. The Client is also obliged to inform the attaching party or third parties In Writing that the items in question are the property of the Exhibition Company and to provide the Exhibition Company with a copy thereof.

Article 10: Invoicing and payment

10.1 Unless agreed otherwise in Writing, payment shall be made within 30 (thirty) days of the invoice date.

10.2 The Exhibition Company is entitled to demand full or partial advance payment of the agreed price from the Client. Payment of this advance payment shall be made within the payment term stated on the invoice. As long as the requested advance payment has not been made, the Exhibition Company shall not be obliged to perform or further perform the Agreement.

10.3 Payment shall be made without discount or setoff, unless a counterclaim is expressly recognised by the Exhibition Company or has been irrevocably established in court.

10.4 If the payment obligation referred to in paragraphs 1 and 2 of this article is not met in time, the Client shall be in default by operation of law. In that case, the Exhibition Company is entitled to suspend its obligations under the Agreement or to dissolve the Agreement in full or in part. In addition, the Exhibition Company is entitled, without further notice or notice of default being required, to charge interest of 1.5% per month over the period in which the Client is in default on the amount due and payable, unless the statutory (commercial) interest rate is higher, in which case that rate shall apply. A part of a month is hereby counted as a full month.

10.5 The claim of the Exhibition Company for payment by the Client shall be immediately due and payable as soon as: a. the payment term has been exceeded; b. the Client is declared bankrupt or a petition is filed to that effect or suspension of payments is applied for; c. the Client (company) is dissolved or liquidated; d. the Client (natural person) applies for admission to judicial debt restructuring, is placed under guardianship or dies.

10.6 All judicial and extrajudicial costs incurred by the Exhibition Company as a result of the Client's failure to fulfil its (payment) obligations shall be borne by the Client.

Article 11: Risk

11.1 After completion of the Assignment, the Client shall bear the full risk and expense of the goods supplied. The risk shall revert to the Exhibition Company at the moment of delivery by the Client to the Exhibition Company in accordance with the provisions of article 9.2 of these General Terms and Conditions.

11.2 The Client is obliged to notify the Exhibition Company immediately of any loss, theft, loss or damage relating to the items supplied by the Exhibition Company in the context of the Assignment and is obliged to compensate the Exhibition Company in full for any damage caused to those items, regardless of the cause.

11.3 Unless expressly agreed otherwise in Writing, transport on delivery to the Exhibition Company as referred to in Article 9.2 of these General Terms and Conditions shall be for the Client's account and risk. In that case, the liability of the Exhibition Company for any damage shall be limited to a maximum of €100 per m3.

11.4 Client's items intended for use in the performance of the Assignment must be made available to the Exhibition Company by the Client in good time at the address of the Exhibition Company or at the location where the Assignment is to be performed by the Exhibition Company. The Client shall be liable for all losses suffered by the Exhibition Company as a result of the aforementioned items not being made available, not being made available on time or not being made available properly, irrespective of the cause.

11.5 The Client's items or those of a third party in the event of hire, which are intended to be used in the performance of the Assignment, as well as the Client's or a third party's items which are intended to be exhibited in, on, on or near the goods supplied, shall only be transported by the Exhibition Company to the location of the Event if this has been agreed in writing. The costs of such transport shall be borne by the Client, unless otherwise agreed In Writing.

11.6 The transport of the items referred to in Article 11.5 of these General Conditions, including loading and unloading, shall be entirely at the expense and risk of the Client.

11.7 In cases where the Client's items are transported by the Exhibition Company at the same time as the Client's items, the Client shall be liable for all damage caused to items, means of transport or persons employed by the Exhibition Company as a result of any defect in the Client's items.

11.8 The stay of the items referred to in paragraphs 4 and 5 of this article in the area where the Event takes place shall be entirely at the expense and risk of the Client.

11.9 The costs of packing and unpacking, assembly and disassembly of the items referred to in paragraph 4 of this article shall be borne by Client.

11.10 If storage at the Exhibition Company of the items acquired by the Client under Article 9.3 of these General Terms and Conditions forms part of the Agreement, the storage of the items shall be entirely at the Client's expense and risk. The Exhibition Company shall not be liable for damage incurred by the Client as a result of loss, theft or damage to the items. The Client shall indemnify the Exhibition Company against all claims from third parties in respect of any damage caused by items acquired by the Client and stored by the Exhibition Company.

Article 12: Liability

12.1 The Exhibition Company is only liable for direct damage incurred by the Client during or on the occasion of the performance of the Agreement. The total liability of the Exhibition Company is limited to compensation of no more than the amount of the price stipulated for the Agreement (excluding VAT).

12.2 The Exhibition Company shall never be liable for indirect losses incurred by the Client. Indirect loss is understood to include, but is not limited to, consequential loss, loss of profit, loss of goodwill, losses suffered and costs incurred, as well as missed orders and missed savings, loss due to production or business interruptions or stagnation.

12.3 The Exhibition Company is not liable for damage caused by its subordinates and/or in the performance of the Agreement is liable under the law.

12.4 The limitations of liability set out in this article do not apply if and insofar as the Exhibition Company's liability for the relevant loss is insured and payment is made under the relevant insurance policy. If an excess applies, the excess shall be deducted from the amount for which the Exhibition Company is liable. However, the Exhibition Company is not obliged to enforce any rights under that insurance policy if it is held liable by the Client.

12.5 The Client's claim for compensation shall not become due and payable until the Client has fulfilled all payment obligations to the Exhibition Company.

12.6 The Client shall indemnify the Exhibition Company against all claims by third parties in respect of items delivered by the Exhibition Company to the Client, irrespective of the cause or time at which such damage was incurred.

12.7 The preceding provisions are without prejudice to any liability under mandatory law.

Article 13: IP rights

13.1 Unless otherwise agreed in Writing, the Exhibition Company retains all IP rights, regardless of whether the Client has been charged for their creation. These data and items may not be reproduced, copied, used or shown to third

parties without the Exhibition Company's express prior Written consent.

13.2 The Client shall never challenge or contest the IP rights of the Exhibition Company or attempt to register one or more of these rights or otherwise obtain protection of these rights in its favour.

13.3 The Client shall inform the Exhibition Company immediately if it becomes aware that a third party is (potentially) infringing the IP rights of the Exhibition Company.

Article 14: Force majeure

14.1 Force majeure on the part of the Exhibition Company will apply if the Exhibition Company is prevented from fulfilling its obligations arising from the Agreement as a result of circumstances beyond the control of the Exhibition Company, even if they could have been foreseen at the time the Agreement was concluded. Force majeure shall include, but not be limited to, war/threat of war, terrorism or the threat of terrorism, civil war, riots, revolution, pandemic, epidemic, acts of war, fire, water damage, flooding, government measures, import and export restrictions, defective machinery, strikes, sit-down strikes, lockouts, limited transport options as a result of weather conditions and traffic disruptions, (suppliers and/or subcontractors of the Exhibition Company failing or unable to meet their obligations on time, disruptions in the supply of energy, water and (tele)communications services in the company of the Exhibition Company and any act or omission on the part of the organiser of the Event or the operator of the designated venue as a result of which the Exhibition Company is prevented from meeting its obligations (on time).

14.2 As soon as a circumstance as referred to in paragraph 1 of this article occurs or threatens to occur, the Exhibition Company shall inform the Client of this as soon as possible, but no later than within 72 hours, stating the expected consequences of this circumstance for the fulfilment of its obligations.

14.3 Failure to report within 72 hours that a circumstance as referred to in paragraph 1 of this article has occurred shall not result in the Exhibition Company no longer being entitled to invoke the provisions of these General Terms and Conditions.

14.4 The Exhibition Company is entitled to suspend fulfilment of its obligations in the event of and for the duration of a situation of force majeure. If the period of force majeure lasts longer than three months and fulfilment of the obligations under the Agreement by the Exhibition Company is still not possible after the end of that period, the Parties are authorised to dissolve the Agreement, without there being any obligation for the Exhibition Company to pay compensation in that case.

14.5 If completion of the Assignment is delayed as a result of force majeure to such an extent that completion of the Assignment cannot take place before the opening of the Event, the Parties are authorised to dissolve the Agreement. The Exhibition Company shall in that case be entitled to compensation for the costs it has incurred.

14.6 If the Exhibition Company has already partly fulfilled its obligations under the Agreement when the period of force majeure commences or can only partly fulfil its obligations, it is entitled to invoice the part already delivered or the deliverable part separately and the Client is obliged to pay this invoice.

Article 15: Applicable law and competent court

15.1 Dutch law shall apply to these General Terms and Conditions, to all Agreements and the legal relationships between the Parties arising therefrom or related thereto.

15.2 The competent court in the district in which the Exhibition Company is domiciled has exclusive jurisdiction to take cognisance of all disputes between the Parties. Disputes between two Exhibition Companies shall be settled by the competent court in the district in which the claimant is domiciled.