3-4 May 2019
Hungexpo, HALL "A"
HU EN

GENERAL TERMS & CONDITIONS

General Terms & Conditions

Signing the Application Form signifies acceptance of the General Terms and Conditions

1. CONCLUSION OF CONTRACT

1.1. Contracting parties

For the purposes of these General Terms and Conditions, Bárdi Autó Zrt.  (registered office: 1089 Budapest, 44-46 Orczy út, company registration No.: Cg.: 01-10-043352, hereinafter referred to as „BÁRDI AUTÓ”) and the partner (hereinafter “Contracting Party”) who completes and properly signs the relevant application form (hereinafter “Application Form”) for the exhibition organised by Hungexpo on the territory of Hungexpo (hereinafter “Exhibition”) shall be considered as contracting parties.

1.2 Invitation to tender

For the purposes of concluding this contract (hereinafter: “Contract”), the act of sending the following documents shall be considered as a tender invitation by BÁRDI AUTÓ: Application Form, General Terms and Conditions – hereinafter General Conditions. BÁRDI AUTÓ maintains its invitation to tender for 60 days following the submission of the Application Form.

1.3. Conclusion of contract

This Contract shall be considered concluded between the Parties after a copy of the Application Form has been returned by post or e-mail, properly signed by the Contracting Parties (on behalf of their companies) to BÁRDI AUTÓ (hereinafter: “Contract Conclusion”). Simultaneously, the Contracting Party declares that it has acknowledged and accepted these Business Terms, which constitute an inseparable part of this Contract.

1.4. First request for advance payment

Upon receipt of the Application Form, BÁRDI AUTÓ shall send the first request for advance payment (hereinafter: ‘First Request for Advance Payment‘) to the Contracting Party, which contains the amount specified in section 6.1 below. If the full amount of the First Request for Advance Payment is not credited to BÁRDI AUTÓ’s account by the prescribed deadline, BÁRDI AUTÓ shall be entitled to nullify the contract by an unilateral written declaration addressed to the Contracting Party, and to claim a Non-Performance Penalty as specified in section 9.2.

1.5 Area Designation

BÁRDI AUTÓ shall make a decision on designating the exhibition area (hereinafter: ‘Exhibition Area’) upon receipt of the amount referred to in section 1.4 without having to justify its decision, and it shall send its decision together with a site plan indicating the Exhibition Area to the Contracting Party. Contracting Party declares that he or she does not object to the indicated Exhibition Area.

1.6 General Terms and Conditions of Operation

Teh venue of Exhibition is Hungexpo Budapesti Vásárközpont (hereinafter: ’Hungexpo’). The Contracting Party shall familiarise itself with Hungexpo's current Rules & Regulations of Operation (hereinafter “RRO”) constituting part of this Contract.

2. CONTRACTING PARTIES

2.1 Contracting Party

The Contracting Party is a natural or legal person or an unincorporated body that completes and properly signs an Application Form. Only the Contracting Party may be the recipient and obligor of the invoices issued by BÁRDI AUTÓ (e.g. for stall fees and services). The Contracting Party shall specify which categories are applicable to it in the Application Form.

2.1.1 Exhibitor

The Contracting Party shall be present on its own territory or part thereof at the Exhibition (hereinafter “Exhibition Area”)

3. Occupancy and alteration of the Exhibition Area

3.1 Occupancy

Only after advance payment of the Stand Spacel Fee, Registration Fee, and related Service Fees and receipt of the Stand Construction plan documentation, as approved by BÁRDI AUTÓ and Hungexpo, may the Exhibition Area be occupied and construction work commence.

3.2 Alteration

The Exhibition Area designated by BÁRDI AUTÓ cannot be arbitrarily exchanged with another exhibitor, extended by agreement with another exhibitor, transferred or sublet either for a fee or free of charge, and only and exclusively with the written preliminary consent of BÁRDI AUTÓ may it be altered in any way.

4. Products , product groups and services

The Contracting Party shall only be entitled to display the products, product groups and services indicated in the Application Form and approved by BÁRDI AUTÓ.

If the exhibitor fails to remove goods or services inappropriate to its advertised product group, or promotional advertising material representing a party other than the Contracting Party from the Exhibition Area at first request, BÁRDI AUTÓ shall be entitled to have the said Exhibition Area locked at the Contracting Party's cost and risk, and claim indemnification from the latter.

5. Exhibition Catalogue

5.1 Official Catalogue

Only BÁRDI AUTÓ is entitled to publish an official catalogue of the Exhibition (hereinafter “Catalogue”) in print, and also publish it on the exhibition’s website. The official catalogue of the Exhibition must display the BÁRDI AUTÓ and/or Exhibition logos. All Contracting Parties who applied to participate by the deadline shall be included in the catalogue. Contracting Party expressly agrees to this.

5.2 Basic Appearance in Catalogue

The Registration Fee shall include the fee for the Contracting Party's Basic Appearance in the Exhibition catalogue as the following: 1 company logo, name of company, 1 brand logo and short company introduction with maximum of 200 characters. BÁRDI AUTÓ will charge an inclusion fee for any requests beyond the basic appearance under a separate agreement.

5.3 Cancellation

Provisions regarding the cancellation of paid services ordered from the Catalogue are set forth in section 9.4.

6. Payment terms and occupation

6.1 Payment obligations of the Contracting Party

The Contracting Party shall pay the Registration Fee (hereinafter “Registration fee”), a Stand Space fee for the Exhibition Area used (hereinafter “Space Fee”), service charges for the services used (hereinafter “Service Charge”), and the compulsory liability insurance fee for participation in the Exhibition.

6.2 Amount of Space Fee

The amount of the Space Fee shall be determined on the basis of the floor area and type of the Exhibition Area.

6.3 Service fee

The service fee payable by the Contracting Party shall be aggregated and invoiced in accordance with the fees for the service as specified in the service order form in effect at the time.

6.4 Payment Terms

The fees indicated in section 6.1 are payable according to the agreed payment conditions on the relevant invoice or request for advance payment. Payment schedule: First Request for Advance Payment: 30% of the Registration Fee, mandatory liability insurance fee and Space fee as indicated in section 6.1, the Second Request for Advance Payment: 70% of the Registration Fee, mandatory liability insurance fee and Space fee as indicated in section 6.1. A Request for Advance Payment shall be issued for 100% of services ordered prior to the first construction day of the exhibition, of which the Contracting Party is obligated to pay before the start of construction. A Request for Advance Payment will also be issued during the exhibition’s construction period on site for the services ordered. These services can only be provided for the Contracting Party if they have been properly compensated for on site. Payment is only at the Main Cashier’s Desk in Welcome Building III., by bank card. The exception to this shall be transportation and shipping.

Final Invoice: shall consist of the value of the complete Space Fee, the Registration Fee, the mandatory liability fee, and the Service Fees for services ordered. The Contracting Party is obligated to pay the Registration Fee, the Space Fee, and the Service Fees of the ordered services on the Request for Advance Payment in full no later than the date stated on the advance payment or invoice.

In an exceptional case, when the Contracting Party is unable pay the services it has ordered and a partner it has designated will be the Paying Party, in all cases the Paying Party must complete a Declaration to Undertake Obligations to satisfy the invoice. Contracting Party is obliged to notify BÁRDI AUTÓ of this within a reasonable period of time.

The fact that the invoices have been paid shall – on request – be proven at the Exhibition Registration desk. If the terms and conditions relating the application for participation offer a discount for early application by the deadline specified for this purpose.

6.5 Lien

If the Contracting Party fails to perform its obligations as set out in Section 6.5, BÁRDI AUTÓ may apply the legal consequences set forth in section II. 1.4.8 of the RRO (hereinafter: ‘Lien’).

6.6 Late payment

If any financial obligation arising from this Contract is paid late, BÁRDI AUTÓ shall be entitled to charge a late payment penalty amounting to 20% p.a. The Contracting Party shall provide evidence of payment to the Registration Office of the Exhibition (Welcome Building III.) before the opening of the Exhibition. The Exhibitor acknowledges and agrees that BÁRDI AUTÓ shall be entitled to assign its outstanding claim from the Exhibitor to a factoring company.

6.7 Bank fees

Any and all fees charged by financial institutions in the course of banking operations shall be borne by the Contracting Party, and shall not reduce any claims by BÁRDI AUTÓ.

6.8 VAT

As all services provided by HUNGEXPO are considered as complex, they are subject to the payment of VAT, as determined in the current law on value added tax.

7. Insurance

7.1 Liability insurance

For the period of its activity performed on the territory of Hungexpo, the Contracting Party shall have a liability insurance valid for accidental and unexpected damages caused by its exhibitors or itself in its capacity as builder (decorator, disassembler, etc.), as well as for its subcontractors.

7.2 Liability Insurance Fee

The fee payable for the mandatory liability insurance (hereinafter “Insurance Fee") shall be 1% of the Space Fee as determined in the Application Form. The Contracting Party shall bear the financial obligation for the Space Fee invoice in connection with this.

The mandatory Insurance Fee shall be included on the space fee invoice and collected by BÁRDI AUTÓ on behalf of and for the benefit of the insurer and the Contracting Party shall pay it to BÁRDI AUTÓ within the deadline specified in the invoice.

7.3 Collateral

Following payment of the insurance fee, the Insurer - instead of the Exhibitor and/or the builder (decorator, disassembler, etc.), except for the down payment - shall pay compensation for any and all accidental and unexpected damages caused by the exhibitor and/or its builders (decorators, disassemblers, etc.), and who bear financial responsibility under the regulations of the Hungarian Civil Code. The Exhibitor and its subcontractor shall be jointly and severally liable for any and all damages caused by its subcontractor as if he or she had been himself / herself.

7.4 Other insurance

In addition to liability insurance, the Exhibitors maintain the option to take out an insurance policy to cover the items they exhibit, their installations and other objects located on the territory of Hungexpo. The Exhibitor shall be liable for any and all damages arising from a delay or late conclusion to the insurance contract.

8. Noise protection

8.1 The provision of music and performance

The Contracting Party shall comply with the prevailing provisions of the RRO during the provision of music and performance activities, and shall, prior to commencing such activities, obtain the consent of the lessees of the neighbouring Exhibition Areas and Artisjus (Hungarian Office for Copyright Protection) if neccessary. Any damage resulting from a lack of authorization shall be borne by the Contracting Party.

8.2 Prohibition of usage of unmanned aerial vehicle, drones

On the whole territory of HUNGEXPO, especially on the Exhibition Area, it shall be prohibited to use or to bring in unmanned aerial vehicle or drones, and to have them flown in. Contracting Party acknowledges that the entitled security personnel shall have the right to make provisions for the immediate removal of unmanned aerial vehicle or drone from the whole territory of HUNGEXPO in case of breach of obligation included in the present article. Contracting Party shall be exclusively and unlimitedly liable for all material and non-material damage arising from the breach of obligation included in the present article, including in particular damage caused to third persons and/or Hungexpo, as well as the payment of fine potentially imposed on the ground of usage of unmanned aerial vehicle, drones, and the potential damage of the vehicle occurring during the necessary measures of Hungexpo as a consequence of the breach of the obligation included in the present article or otherwise.

8.3 Prohibition

If the Contracting Party exceeds the volume set out in the Operating Conditions and despite a joint request from the organiser and the director of the Exhibition it fails to stop its musical activity or performance exceeding the level set above, or breaches the provisions of section II.  I.4. of the RRO, Hungexpo shall be entitled to terminate the power supply to the Contracting Party’s stand, and shall not be liable for any damages or compensation to the Contracting Party arising from this action.

9. Cancellation and legal consequences

9.1 Cancellation of participation

Subsequent to Contract Conclusion, the Contracting Party may only validly cancel its participation in the Exhibition in writing, sent in a verifiable form to BÁRDI AUTÓ (hereinafter “Cancellation”). Cancellation shall be valid and effective from the date BÁRDI AUTÓ receives the statement of cancellation. If the Contracting Party or exhibitor it organises fails to occupy the Exhibition Area 24 hours prior to the opening of the Exhibition, and does not report this late arrival in writing and confirmed by BÁRDI AUTÓ (hereinafter “Absence”), this case shall also be considered as a cancellation. In case of Cancellation, BÁRDI AUTÓ shall be entitled to lease the Exhibition Area intended for the Contracting Party to another party, and in this respect BÁRDI AUTÓ shall not be liable for indemnification or indemnity obligation under any title whatsoever. In case of Cancellation, the Contracting Party shall be financially obliged to pay a Non-Performance Penalty, as set out below.

9.2 Penalty for non-performance

If the Contracting Party cancels its participation after the conclusion of this Contract but 61 days before the exhibition, She/He must pay 350 EUR. In case of cancellation between 60-31st day prior the exhibition, the Contracting Party must pay the registration fee, the compulsory liability insurance fee and the 70% of the space fee according to section 6.1. In case of cancellation within 30 days prior to exhibition the Contracting Party must pay the registration fee, the compulsory liability insurance fee and the 100% of the space fee according to section 6.1. In case of cancellation, BÁRDI AUTÓ can keep all pre-paid deposits as a non performance penalty.

9.3 Cancellation of the Area

If the Contracting Party cancels 20% or more of the area it had previously ordered, it shall pay an area cancellation penalty (hereinafter “Area Cancellation Penalty”) up to 61 days prior to the opening of the Exhibition. The Area Cancellation Penalty shall be proportionate to the size of the area cancelled as follows: For an area cancelled between the 60th and 31st day prior to opening, 80% of the Stall Fee, and cancellation reported after the 30th day shall be subject to 100% payment of the Stall Fee.

9.4 Cancelling services ordered and legal consequences

The Contracting Party can only cancel previously-ordered services validly in writing, sent in a verifiable form to BÁRDI AUTÓ. Cancellation shall be effective from the time that the cancellation statement arrives verifiable to BÁRDI AUTÓ. Upon cancellation, the Contracting Party shall bear responsibilities for payment, according to the following:

- if the Contracting Party cancels the service order 21 days prior to the official construction period of the Exhibition, it does not have to pay for the service and shall be refunded the amount already paid,

- if the cancellation arrives within 21 days prior to the official construction period of the Exhibition, it shall be required to pay 100% of the fee for the service ordered to Hungexpo.

10. Complaints

In the interest of providing proof, any and all complaints by the Contracting Party in relation to the organisation, implementation and operation, etc. of the Exhibition shall be reported in writing before the close of the Exhibition, and all comments on invoicing shall be reported in writing to BÁRDI AUTÓ up to the payment deadline indicated in the invoice. The damage arising from the delay of the complaint is borne by the Contracting Party. If the Contracting Party does not raise any objections regarding the Stand Fee within 15 days of receiving the relevant invoice or the Service Charge by the close of the Exhibition the latest, the invoice shall be deemed received and accepted.

11. Counterfeiting

By signing the Application Form, Exhibitor declares and guarantees that it is the owner of the intellectual property rights related to the products displayed in the exhibition, or has obtained all licences and authorizations from the rightsholder to display the products. Exhibitor shall respect the intellectual property rights of third parties. Contracting Party shall be liable for all damages resulting from this misconduct.

It is forbidden to display any counterfeit products or products breaching the intellectual property rights of others at Hungexpo. If informed that Exhibitor is in breach of any intellectual property rights, Exhibitor shall guarantee / do its best to discontinue such breach as soon as possible and to remove the infringing product.

Exhibitor shall properly prove the existence of the protection of the products displayed by Exhibitor throughout the exhibition.

BÁRDI AUTÓ shall not assume liability for counterfeit products displayed at the Exposition, and is ready to provide information on the necessary actions to enforce such rights.

12. Force majeure

BÁRDI AUTÓ shall be entitled to cancel part or whole of the Exhibition or change the date of its organisation, its opening hours or location if an act of God takes place. Force majeure events shall include any and all unpredictable and unavoidable events which prevent or make the Exhibition impossible for reasons beyond the control of BÁRDI AUTÓ and otherwise irrespective of BÁRDI AUTÓ 's actions (e.g. war, riot, civil disturbance, general strike, epidemic, pandemic, natural disaster, fire, flood, earthquake or other unavoidable external reasons, emergencies, etc.) BÁRDI AUTÓ shall advise the Contracting Parties of any force majeure event. If the Exhibition does not take place for reasons of a force majeure event, BÁRDI AUTÓ shall not be liable to pay indemnification.

13. Governing law and the settlement of disputes

In issues not specifically regulated in this agreement, the relevant provisions of Hungarian law shall prevail. Parties shall make efforts at the amicable settlement of any eventual dispute. Should this effort fail, the competent court of Bárdi Autó Zrt.’s seat shall have exclusive jurisdiction to settle the dispute.

14. Severance

The operative RRO issued by Hungexpo and Application Form shall constitute inseparable parts to this agreement.

15. BÁRDI AUTÓ shall be entitled to modify the present General Terms and Conditions unilaterally. BÁRDI AUTÓ shall notify the Contracting Party on the amendment of General Terms and Conditions 15 days earlier in writing. In case the Contracting Party fails to declare against the amendment within the deadline provided in the notification, it shall be deemed as accepted on behalf of the Contracting Party.