TERMS AND CONDITIONS OF ATTENDANCE AT WABEL EVENT FOR INDUSTRIAL OPERATOR
Wabel's operation consists of bringing together professionals of large-scale retailing (suppliers, importers, distributors and service providers) established worldwide in order to attempt to create among them opportunities favoring the development of Retailer Own-Brand Products.
For such purpose, it organizes on a regular basis private meetings in person ("Wabel Meetings"), enabling those professionals to meet and present their products and services.
The Y Company is an industrial operator manufacturing or wishing to manufacture Retailer Own-Brand Products and intending to take part in a Wabel Event.
The Parties have accordingly entered into this Agreement.
Now, therefore, the Parties have agreed as follows:
In this Agreement, the following words and phrases shall have the meanings set forth below:
"Buyer": shall mean the individual or individuals acting as legal representatives, employees or servants of a Chain invited by Wabel to attend a Wabel Event.
"Agreement": shall mean these Terms and Conditions of attendance and the Special Terms of attendance.
"Chain": shall mean a chain of distributors, importers, wholesalers, specialists of catering or hotel services or other service providers, established in France or abroad, invited by Wabel to attend a Wabel Event.
"Wabel Event": shall mean Wabel Meetings and Wabel Summits and any other trade fair or event organized by Wabel.
"Industrial Operator": shall mean a manufacturer or producer registered for a Wabel Event in accordance with the section "Registration Procedure" of this Agreement.
"Attendance Form": shall mean the document sent by Wabel to the Industrial Operator in the manner specified in the section "Registration Procedure" and available on demand.
"Display Space": shall mean the display space made available to the Industrial Operator by Wabel, including all its materials such as partitions, paperboard, Wi-Fi connection and more generally any equipment, material or supply required for proper use of that display space.
"Platform": shall mean the tool enabling the Industrial Operator to access the various services provided by Wabel. The services provided to the Industrial Operator under this Agreement shall be those provided pursuant to the free subscription that may be reviewed by clicking here. The Industrial Operator shall be provided with such services throughout the duration of the Event and thereafter until the date when it informs Wabel that it no longer wishes to obtain them. The Platform is an original database within the meaning of Art. L. 112-3 of the French Code of Intellectual Property, and of which Wabel is the owner and producer, within the meaning of Article L. 341-1 of the said Code.
3. PURPOSE OF AGREEMENT
The purpose of this Agreement is to define the financial, legal and technical terms on which the Industrial Operator may attend the Wabel Event and on which Wabel shall make available to the Industrial Operator a Display Space and related services throughout the duration of the Wabel Event for which it is made.
It shall also determine the terms and conditions on which Wabel organizes meetings between the Industrial Operator and one or more Buyers.
4. CONTRACT DOCUMENTS
The Agreement shall consist of the following documents:
* these Terms and Conditions of attendance, including their preamble and any addenda thereto;
* the attendance form defining the Special Terms of attendance of the Wabel Event attended by the Industrial Operator.
In the event of inconsistency between this document and one of its annexes, this document shall prevail for the purposes of interpretation of the obligation concerned.
The Agreement sets forth the entire agreement between the Parties at the date of signature.
It shall supersede any earlier agreement, letter, offer, or other written or oral representations relating to the same subject-matter.
The Agreement is made at the date when Wabel receives the attendance form and for a term expiring at the date of the end of the Wabel Event that the Industrial Operator wishes to attend, as defined in the Special Terms of attendance.
This Agreement may not be extended automatically.
6.1 REGISTRATION PROCEDURE
The Industrial Operator shall complete and sign an Attendance Form for the Wabel Event and send it to Wabel in accordance with the procedure specified in such Attendance Form, either in scanned PDF form, or by facsimile, or on paper. It may also complete the form directly online. In all cases, such form shall be accompanied by the down payment in the amount also specified in the Attendance Form.
Signature of the Attendance Form shall imply acceptance of the Agreement.
The Industrial Operator agrees to provide to Wabel in the Attendance Form a cellphone number where it may be reached. Wabel agrees to use such telephone number only in the event of an emergency connected with organization of the Wabel Event.
Upon receipt of the Attendance Form duly completed and signed, and of the down payment, Wabel shall provide the Industrial Operator with a secure, personal and non-transferrable access link to the Wabel Platform, on which the Industrial Operator will be required to present its business and its products in order to be selected by the attending Buyers.
The Industrial Operator shall enter that presentation no later than one month before the Wabel Event. Wabel shall make available to the Industrial Operator a hotline to assist it in entering its products in the event of difficulties.
Wabel may, after reviewing that description, exclude those products that in its view are not suitable for the purpose of the Wabel Event.
Wabel shall allow the Industrial Operator, upon fifteen (15) days' notice before the Wabel Event, in the same manner, to notify the Conferences that it wishes to attend and the list of Chains that it wishes to meet, provided that the Industrial Operator has paid Wabel the full price for its attendance in the manner specified below under the section "Payment of the Price".
6.2 REGISTRATION DENIAL
Wabel reserves the right to refuse any registration application for any reason whatsoever within no more than eight (8) days after receipt of the Attendance Form.
No indemnity of any kind whatsoever shall be payable in the event of denial of registration.
Wabel further reserves the right to request, at any time before the first day of the Wabel Event, any additional information from the Industrial Operator and if applicable, to deny an attendance application that is based on information that is untrue or erroneous or has become inaccurate, or to apply the provisions of the section "Termination for cause" below.
In all cases, Wabel shall retain the amounts paid to it, without prejudice to any damages to compensate for the loss suffered by Wabel as a result of the Industrial Operator's failure to attend the Wabel Event.
6.3 INDUSTRIAL OPERATOR'S FAILURE TO ATTEND
In the event that the Industrial Operator, for any reason whatsoever, should fail to occupy its Display Space on the first day of the Wabel Event, Wabel may make use of the Display Space and the Industrial Operator may not claim any refund or indemnification, even if the Display Space is allocated to another Industrial Operator.
6.4 CANCELLATION BY THE INDUSTRIAL OPERATOR
The Industrial Operator may cancel its attendance, for any reason whatsoever, until thirty (30) days before the first day of the Wabel Event. In such case, Wabel shall retain the down payment.
In the event of cancellation less than thirty (30) days before the first day of the Wabel Event, the Industrial Operator shall be liable for the full amount of its attendance fee.
7. OBLIGATIONS OF WABEL
7.1 ORGANIZATION OF THE WABEL EVENT
Wabel shall set the location, dates, duration, opening and closing hours of the Wabel Event, the price for attendance, and the deadline for registration.
7.2 ASSIGNMENT OF DISPLAY SPACES
Wabel shall assign the Display Spaces and notify to the Industrial Operator, on the first day of the Wabel Event, a map specifying the location of the Display Space assigned to it.
Wabel reserves the right, however, to modify, whenever it shall see fit, the allocation of the Display Spaces and their surfaces and lay-out.
Such an amendment shall not be cause for unilateral termination of the Agreement by the Industrial Operator, or for any indemnification.
7.3 PROVISION OF DISPLAY SPACES
Wabel shall make a Display Space available to the Industrial Operator on the first day of the Wabel Event.
The Industrial Operator agrees to deliver at the location and date specified in the Special Terms of attendance all the products it wishes to display in its Display Space, and shall assume all the costs and expenses connected with that delivery.
Wabel reserves the right to refuse any product that the Industrial Operator delivers or causes to be delivered after the scheduled date for any reason whatsoever.
7.4 DISMANTLING OF DISPLAY SPACES
Wabel shall assume the dismantling and cleaning of Display Spaces.
7.5 ORGANIZATION OF MEETINGS BETWEEN THE INDUSTRIAL OPERATOR AND BUYERS
Wabel agrees to use best efforts to enable the Industrial Operator to meet, during the Wabel Event, the number of Buyers specified in the Special Terms of attendance, at personal meetings of thirty (30) minutes each.
A meetings schedule shall be provided to each Industrial Operator on the first day of the fair. Wabel shall draw up that schedule on the basis of the requests for meetings made by the Industrial Operator and the Chains on the Wabel Platform, and of the aims stated more generally by the Industrial Operators and Chains.
Such schedule may be amended, in particular in the event of delay or a Buyer's failure to attend or be replaced. Such an amendment shall not be cause for the Industrial Operator to terminate the Agreement or claim any indemnification.
In addition, if pursuant to a Buyer's failure to attend or be replaced, a meeting cannot be shifted and rescheduled during the Wabel Event, either face to face or by video-conference, Wabel agrees to use best efforts to seek to organize it within three months after the end of that Event. This covenant shall apply only if the number of meetings that the Industrial Operator held during the Wabel Event with Buyers is less than the number of meetings specified in the Special Terms. It is specified that for such replacement meeting or meetings, the travel costs to meet the Buyer shall be borne by the Industrial Operator.
It is agreed that meetings held outside the schedule prepared by Wabel and at the initiative of the Industrial Operator and/or the Buyer shall be counted as meetings planned or organized by Wabel for the purposes of this section.
8. INDUSTRIAL OPERATOR'S OBLIGATIONS
8.1 OCCUPATION AND POSSESSION OF THE DISPLAY SPACES
Unless otherwise previously agreed in writing by Wabel, the Industrial Operator agrees not to transfer, sub-let, or exchange gratuitously or for value all or part of the Display Space assigned to it.
The Industrial Operator shall return the Display Space made available to it by Wabel in its initial condition.
Any damage to the Display Space shall be appraised by Wabel's technical department, and shall be borne by the Industrial Operator responsible.
After the end of the Wabel Event, the Industrial Operator may either recover the products displayed in accordance with the terms specified in the Special Terms of attendance, or hand them over free of charge to Wabel, which may dispose of them at its discretion.
8.2 COMPLIANCE OF PRODUCTS
The Industrial Operator is reminded that it is strictly prohibited from displaying products that are unlawful or generated by unlawful activities.
An Industrial Operator in breach of these provisions may be subject to legal action, without prejudice to such action as Wabel may take to remove the disturbance.
The Industrial Operator agrees to carry out the necessary customs formalities with respect to displayed products and materials from abroad.
This shall apply in particular, without limitation, to compliance with safety rules, mandatory insurance, etc.
8.4 PUNCTUAL ATTENDANCE AT MEETINGS
Having regard to the brief format of meetings, the Industrial Operator is required to be punctual and in attendance at the precise times scheduled and meeting locations specified in its appointments record. A meeting having failed because of an Industrial Operator's lack of punctuality may not be rescheduled.
9. FINANCIAL TERMS
9.1 PAYMENT OF THE PRICE
The price for attendance of the Wabel Event shall be set in the Attendance Form. That price may be modified by Wabel until the Agreement is made.
Once the Attendance Form and down payment have been received, Wabel shall send the Industrial Operator an invoice specifying the down payment made and the balance remaining due.
The Industrial Operator agrees to pay that balance in accordance with the due dates specified in the Attendance Form and no later than one (1) month before the first date of the Wabel Event, unless otherwise specifically agreed by Wabel.
9.2 LATE PAYMENT
Any amount unpaid when due shall give rise, starting on the next day, to the application of delinquency interest computed on the amounts due at five (5) times the legal interest rate in force at the date of the failure to make payment.
The penalties payable by the Industrial Operator shall be invoiced at the same time as payment of the balance remaining due or be invoiced separately.
In addition, such interest shall be payable without prejudice to any damages that may be claimed by Wabel from the Industrial Operator in the event of damage caused by the late or failed payments.
9.3 FAILURE TO MAKE PAYMENT
In the event of failure to make payment of the full price by the first day of the Wabel Event, Wabel may deny the Industrial Operator's attendance and apply the section "Termination for cause" below.
In addition, Wabel shall retain the funds already paid.
10. SPECIAL CONSENTS
Subject to prior consent in writing from Wabel:
* any light or sound advertising, and any performance, show or demonstration that could cause crowding in the Display Space or the aisles shall be prohibited;
* the use of electrical or gas-powered appliances outside the locations specifically dedicated to such purpose and detailed in an annex shall be prohibited;
*any visual or sound recording shall be prohibited;
* any canvassing, promotion or distribution of promotional documentation and/or gifts in the aisles and surroundings of the Wabel Event shall be prohibited.
Any infringing Industrial Operator may be expelled from the Wabel Event and may not claim any refund or indemnification.
Wabel reserves the right to cancel any consent granted in the event of inconvenience caused to the flow of traffic or the organization of the Wabel Event, or in the event of risks affecting the safety of persons or property.
Wabel shall have an exclusive right to draft, publish and circulate, for value or gratuitously, the catalog for the Wabel Event.
It may license all or part of such right and the advertising included in such catalog.
The information required for drafting of the catalog shall be provided by the Industrial Operator on the Wabel Platform.
Wabel shall bear no liability for any omissions or errors in duplication, typesetting or otherwise that may occur.
12. INTELLECTUAL PROPERTY
The Industrial Operator warrants to Wabel that it owns the intellectual-property rights (copyright, trademark rights, rights to patents, designs and patterns) relating to the products and brands displayed, or has obtained of their owners, before the first day of the Wabel Event, all the rights or permits required for their presentation during the Wabel Event.
The Organizer shall bear no liability, in particular in the event of a dispute with another industrial operator, a Buyer, or any third party generally.
The Industrial Operator permits Wabel to reproduce, free of charge and on any communication medium intended for promotion of the Wabel Event (websites, catalogs, promotional videos, brochures, etc.), its corporate name, its trade name, its brand, the verbal or semi-figurative trademarks it owns and the image of its Display Space and/or of the products on display.
Accordingly, the Industrial Operator expressly waives any claim against Wabel on the basis of circulation, for the purposes of the Wabel Event, by means of television, video or any other medium (internet, catalog, brochures, etc.), of its corporate name, its trade name, its brand, the verbal or semi-figurative trademarks it owns and the image of its Display Space and/or of the products on display.
Wabel grants the Industrial Operator, which accepts, a mere non-exclusive, personal and non-transferrable right to use the Platform, meaning the right to run that Platform, download it and/or install it to allow its consultation and use in accordance with its intended purpose throughout the duration permitted under this Agreement.
In this respect, the Industrial Operator expressly acknowledges that it may not:
* extract, by means of a permanent or temporary transfer, all or any part, substantial in terms of quality or quantity, of the contents of the Wabel Website, on any medium, by any means and in any form whatsoever;
* reuse, by making it available to the public, all or any part, substantial in terms of quality or quantity, of the contents of the Wabel Website, in any form whatsoever;
* extract or reuse, repeatedly and systematically, any parts, not substantial in terms of quality or quantity, of the Platform's content, if such operations manifestly exceed the conditions of its reasonable use;
* reproduce or display all or part of the Platform in excess of what is provided for under this section.
13. LIABILITY OF WABEL
The parties agree that the obligations borne by Wabel are best-endeavors obligations.
In all cases, the Industrial Operator expressly acknowledges that Wabel's liability, in the event that its misconduct should be proved, shall be limited strictly to damages in an amount that may not exceed the total price provided for under the Attendance Form.
The Industrial Operator shall be bound to take out, at its own expense, any insurance to cover the products on display and more generally all moveable and other materials belonging to it, and the risks incurred by itself and its staff or caused by them to third parties during the term of the Wabel Event.
Such insurance shall be taken out with a well-known solvent company, and cover the Industrial Operator for appropriate amounts.
The Industrial Operator agrees to disclose that policy to Wabel on the latter's first demand.
Wabel shall be released from any liability, in particular in the event of any loss, theft or damage.
It also agrees to take out insurance against the pecuniary effects of its third-party liability as organizer.
15. CANCELLATION - POSTPONEMENT OF THE WABEL EVENT
Wabel may cancel or postpone the Wabel Event if it observes an insufficient number of registrations. In the event of cancellation, Wabel shall return to the Industrial Operator the amounts already paid, but no damages shall be payable.
Wabel may also modify at any time the name of the Wabel Event, wholly or in part, which shall not affect any other provision of this Agreement.
In addition, Wabel may cancel or postpone the Wabel Event in case of force majeure.
Force majeure constituting cause to cancel or postpone the Wabel Event at any time shall include any new economic, political, social or public health conditions, on a local, domestic or international scale, not reasonably foreseeable, outside Wabel's control (such as fire, flood, destruction, storm, terrorist threats, epidemic etc.) and making impossible the holding of the Wabel Event or involving risks of disturbance or disorder that could severely affect the proper organization of the Wabel Event or the safety of persons or property.
If the Wabel Event cannot be held for reasons of force majeure, the payment due shall be retained by Wabel to pay the costs already incurred in organizing and holding the Wabel Event.
Transfer of the Agreement by the Industrial Operator shall be strictly prohibited.
17. TERMINATION FOR CAUSE
In the event of either party's breach of any of its obligations under this Agreement, the non-defaulting party may terminate this Agreement as of right after notice to perform remaining ineffective more than fifteen (15) days after receipt thereof.
Such termination shall become effective on the day following expiry of such period of fifteen (15) days, without any judicial or other formalities, and without prejudice to any damages that may be payable by the defaulting party.
Wabel shall be released from the duty to serve notice on the Industrial Operator in the cases referred to under the sections "Registration denial" and "Failure to make payment"; in such events, termination shall be immediate, and notified by registered mail return receipt requested.
The Parties expressly agree that any dispute arising out of the interpretation, making or performance of this Agreement shall be referred to the Paris Commercial Court, including summary or unilateral proceedings.