1-Adexpo may mention its collaboration with the Customer and incorporate its creations in its presentation tools for internal and/or external communication purposes at the end of the contract. The exploitation of the creations is carried out in accordance with the provisions of the present contract and the French Intellectual Property Code.
2- Designs or projects presented by Adexpo and not selected by the customer imply that the customer relinquishes all rights to them. will remain the full property of the designer, who is the author of the work produced, and therefore the sole and free decision-maker as to its use.
3- Unless otherwise stipulated in the contract, sketches, drafts and originals of the completed design are the property of the designer. The customer may not use or modify them.
4-The Service Provider assigns its copyright on the graphic creations, subject to payment in full of the remuneration due to the Service Provider by the Customer.
A) APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE – ENFORCEABILITY OF THE GENERAL TERMS AND CONDITIONS OF SALE
These general terms and conditions of sale are systematically sent or given to each customer to enable them to place an order. This implies full and unreserved acceptance of these general terms and conditions of sale (GTCS), to the exclusion of all other documents such as prospectuses and catalogs issued by the company, which are only indicative. No special condition may prevail over the GCS unless formally accepted in writing by our company. In the absence of express acceptance, any contrary condition imposed by the customer will therefore be unenforceable, regardless of when it may have been brought to the customer’s attention. The fact that we do not take advantage of any of the present terms and conditions at a given time may not be interpreted as a waiver of the right to take advantage of any of the said conditions at a later date. Should any clause of these GTC be null and void or annulled, the other clauses shall not be rendered null and void.
B) ORDERING
Orders are only definitive once they have been confirmed in writing (signed order form and quotation) and after payment of a deposit in accordance with the conditions defined below (no later than 20 days before the start of the event). The company is only bound by orders taken by its representatives or employees subject to written and signed confirmation. The benefit of the order is personal to the customer and cannot be transferred without the company’s agreement.
In the event of cancellation of the order by the customer, the sums received will be retained by the company. No deposit will be refunded.
C) ORDER MODIFICATION
Any modification of an order requested by the customer can only be taken into consideration if it is received in writing, followed by our acceptance and, if necessary, a rectifying or supplementary quotation, and will be subject to additional invoicing if necessary.
D) NON-FULFILMENT OF THE ORDER AND SURCHARGE
Any services rendered that cannot be maintained due to an administrative decision by the event organizer will be invoiced. Furthermore, the customer undertakes not to request reimbursement of sums already paid. Any work in addition to the initial estimate will be invoiced separately.
E) DELIVERY TIME
In view of possible changes to the schedule on the part of the event organizer or space renter, delivery times given as a forecast cannot constitute a definitive commitment involving damages in the event of non-compliance. The time of delivery of the structure will be mentioned in the minutes of the meeting. The following are considered as cases of force majeure discharging our company from its obligation to deliver: administrative decision or decision of the event organizer or space renter, war, riot, fire, strikes, accidents, the impossibility of obtaining supplies, and all other cases of force majeure. The company will keep the customer informed, in good time, of the cases and events listed above.
In any event, delivery can only take place if the customer is up to date with its obligations towards our company, whatever the cause.
The customer undertakes to provide us with the location, the technical file (decorator’s file) and duplicate orders (water, electricity, flooring, slinging, etc.)
F) DELIVERY – RISKS
If the company is called upon to transport the structures, either by itself or by a carrier, they travel at its own risk. Products to be exhibited travel at the customer’s own risk, and it is the customer’s responsibility to arrange for insurance and to guarantee the waiver of any recourse against the company. Works created must be received by the customer as soon as they have been made available.
G) RECEPTION
Complaints about apparent defects must be made on receipt of the site or on completion of the installation.
In any case, no claim can be examined after 48 hours following the opening of the exhibition.
It is the customer’s responsibility to provide full justification for any defects or anomalies observed, and to allow the company every opportunity to observe and remedy such defects. The customer shall refrain from intervening himself or having a third party intervene for this purpose.
Under no circumstances may complaints justify a delay in payment.
H) RENTER’S LIABILITY
The lessee is responsible for the leased equipment from delivery to collection. He/she must use the rented equipment in accordance with its usual purpose and must not do anything that could damage it. Any deterioration is the responsibility of the lessee. The company will take possession of the rented equipment as soon as the event closes.
I) RESERVATION OF OWNERSHIP
All stand equipment is leased and remains our property. In the case of a partial or total sale of certain elements, this must be confirmed in writing. The company retains ownership of the goods until full payment of their price, the submission of bills of exchange or any other document creating an obligation to pay not constituting payment.
In the event of the customer’s receivership or liquidation, the above-mentioned goods and materials may be claimed by the company within the legal time limits.
The customer is expressly prohibited from pledging or disposing of them: in the event of seizure of these goods and materials by a third party, the customer must immediately inform our company.
J) LIABILITY WAIVER CLAUSE
The customer expressly declares and agrees to waive or reimburse all sums of any nature whatsoever paid in respect of services to be provided in the event that the company is unable to complete the services covered by the contract for a reason beyond its control, i.e. : (non-exhaustive list) war, civil war, external strike, administrative decision, cataclysm, natural disaster, decision of the organizer of the event (in the broadest sense of the term), incomplete file and lack of information on the event given by the customer … compensation for indirect damage such as, in particular, financial and commercial loss is in no way the responsibility of the company.
K) CUSTOMER INSURANCE
The company cannot be held responsible for accidents occurring after the stands and equipment have been made available, or after the services have been rendered, which remain the responsibility of the customer until the official dates (agreed in advance) for entering the exhibition grounds for general dismantling. Consequently, the customer must take out all necessary insurance to cover the stands and equipment on display, thereby releasing the company from liability for any damage (theft, fire, water damage, electrical damage) that may occur on the stands during the event, as well as any necessary third-party liability insurance. If the customer intends to entrust goods to the company (in particular for their transport or handling), the company disclaims all liability for any movable property (whether registered or not) entrusted to it for presentation, as well as for any document, archive, manuscript, book, etc.
This exemption from liability for goods entrusted to the company applies to the company’s premises, during transport, and anywhere required for the proper exercise of its activity.
L) TERMS OF PAYMENT
1 Duration of quotation: prices announced orally or by telephone are indicative and must be confirmed by signed quotation. Prices quoted are valid for 60 days. The company reserves the right to modify them according to variations in the purchase price of goods, various taxes, or fluctuations in the exchange rate of the currency concerned.
2 Payment Requirement of guarantees on payment: Any deterioration in the customer’s credit rating may justify the requirement of guarantees or payment prior to the execution of orders received.
3 Payment: Payment is to be made either by bank transfer or by cheque for 50% of the amount inclusive of tax at the time of order. The balance is payable within 30 days of the date of delivery, unless special conditions have been agreed. This includes design and production costs.
4 Payment by bill of exchange: If, with the agreement of our management, the balance is to be paid by bill of exchange, the latter must be returned to us within 48 hours, bearing proof of acceptance, under penalty of forfeiture of the term within the meaning of the last paragraph 124 of the French Commercial Code. The company’s bills of exchange or other acceptances of payment do not entail either novation or derogation to the cause attributing jurisdiction. In the case of payment by bill of exchange, failure to return the bill of exchange will be considered as a refusal of acceptance, equivalent to a default of payment. Similarly, where payment is by instalments, non-payment of a single instalment will result in immediate payment of the entire debt, without formal notice. Under no circumstances may payments be suspended or offset in any way without the prior written agreement of the company. Any partial payment will be applied first to the non-preferential part of the debt, then to the sums that are due the earliest.
5 Payment for foreigners: By swift transfer: International bank account number (IBAN) – BNP PARISBASFR76 3000 4008 7000 0100 9367 549 – BIC (Bank Identification Code): BNPAFRPPXXX – ADEXPO
6 Late payment: in the event of non-payment, the customer undertakes to pay, as a penalty clause, in accordance with the provisions of article 1226 of the French Civil Code, interest on arrears which shall accrue automatically and without prior formal notice, notwithstanding article 1153 of the French Civil Code, from the date of the unpaid due date, at the agreed rate of 1.50% per month excluding taxes.
In addition to interest on arrears, any debt recovered by legal action will be subject to an indemnity fixed at 10% of the debt to be recovered, with a minimum of €450, by way of lump-sum compensation for recovery costs and various types of loss.
7 Contentious recovery: once the payment deadline has passed, and unless an extension is requested in good time and granted by us, the following procedures will be followed by express agreement: -1 Immediate payment of all outstanding amounts due – 2 Litigation by our specialized departments.
8 Jurisdiction : In the event of any dispute of any nature or any disagreement relating to the formation or execution of the order, the courts of the jurisdiction of our company’s registered office, i.e. Reims, shall have sole jurisdiction.
This clause applies even in the event of summary proceedings, incidental claims or multiple defendants, and whatever the method and terms of payment.
