General Terms and Conditions of Sale and Delivery

Article 1: Definitions

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

- 'Event': a trade fair, exhibition, congress, event or other form of Live Communication;

- 'IP Rights': rights to intellectual creations, such as copyright, trademark law, design law, trade name law, database law and patent law;

- 'Live Communication': 'business to business' and 'business to consumer' events, where persons or groups of persons meet (physically), which are organized for the purpose of informing, acquiring or transferring knowledge, or preparing and/or carrying out transactions;

- 'Design': work performed by ISYFAIR in preparation for the performance of the Order, such as the making of drawings, sketches, models and models;

- 'Assignment': assignment which ISYFAIR is to perform for Client on the basis of the Agreement, including the supply of services and goods in the event of sale and/or rental;

- 'Client': any natural or legal person who contacts ISYFAIR in connection with an Agreement to be concluded or has concluded an Agreement with ISYFAIR;

- 'Agreement': agreement between ISYFAIR and the Client pursuant to which ISYFAIR performs an Order on behalf of the Client;

- 'Party': ISYFAIR or Client separately;

“Parties": ISYFAIR and Client jointly;

- 'Written': in writing or by e-mail.

- 'ISYFAIR': any legal entity or natural person acting in the exercise of its profession or business involved in the realization of an Event;

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 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 shall 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 destroyed or cannot be invoked by the Parties on other grounds, ISYFAIR is entitled to replace that provision by a valid and enforceable provision, whereby the purpose and purport of the original provision will be observed as much as possible. The other provisions shall in that case remain in full force and effect.

2.4 If there is a discrepancy between the contents of the different language versions of these General Terms and Conditions, the text of the Dutch version shall prevail over the translated versions.

Article 3: Quotations, formation of Agreement and obligations of Client

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

3.2 Quotations will be issued in writing.

3.3 The Agreement shall only be concluded if the quotation has been accepted In Writing within the term mentioned in Clause 3.1 and this acceptance has reached ISYFAIR within the term mentioned in 3.1.

3.4 If reservations and/or changes are made in the acceptance with respect to the quotation originally issued by ISYFAIR, then, contrary to the provisions of subclause 3 of this Clause, the Agreement shall only come into effect at the moment that ISYFAIR has notified the Customer In Writing to agree to these reservations and/or changes.

3.5 If ISYFAIR is not awarded the performance of an order for which the Client has requested a quotation, the Client is

Client is obliged to return the quotation, complete with all accompanying documents, to ISYFAIR within 8 (eight) days after ISYFAIR has been informed that it will not be allowed to perform the assignment, in default of which ISYFAIR has the right to charge the costs incurred to Client in full.

3.6 A description of the Engagement forms part of the quotation. If the description offers choices as to how the Assignment will be performed, the Client must inform ISYFAIR of the choice(s) made by the Client before or upon acceptance of the quotation. If the Client makes its choice(s) known after acceptance of the quotation, this shall not bind ISYFAIR until it agrees to this itself. ISYFAIR is not liable for any damage suffered by Client in case ISYFAIR does not agree with the choice(s) made after acceptance by Client.

3.7 Any additional agreements or amendments made later, as well as (verbal) commitments by and/or agreements with subordinates and/or employees of ISYFAIR do not bind ISYFAIR except after and insofar as they have been confirmed In Writing by ISYFAIR.

3.8 Client shall ensure that ISYFAIR has timely access to all useful and necessary information, documents and data which ISYFAIR needs for the performance of the Order. Client is liable for any damage suffered by ISYFAIR and any additional costs which ISYFAIR has to and/or has had to incur as a result of not having the aforementioned information available in time.

3.9 Unless the Parties agree otherwise in Writing ISYFAIR is not obliged to check the accuracy of the Order and/or communications, drawings, calculations, computations etc. of the Client and - as far as applicable - the functional suitability of materials prescribed by or on behalf of the Client. Client guarantees that the information provided by it to ISYFAIR is correct and complete. Drawings, calculations and estimates shall always be provided by Client with the date on which they were issued by Client.

3.10 ISYFAIR shall never be liable for failures in the provision of services resulting from incorrect or incomplete information originating from Client. Client is liable for damage resulting from the fact that the information provided by Client to ISYFAIR is incorrect or incomplete. Client shall indemnify ISYFAIR against any claims of third parties relating to the use of drawings, calculations, computations and other data provided by or on behalf of Client.

3.10 ISYFAIR shall never be liable for failures in the provision of services resulting from incorrect or incomplete information provided by the Client. Client is liable for any damage resulting from the fact that the information provided by Client to ISYFAIR is incorrect or incomplete. Client shall indemnify ISYFAIR against any claims of third parties relating to the use of drawings, calculations, computations and other data provided by or on behalf of Client.

3.11 ISYFAIR confirms the agreed additional work In Writing prior to its execution. Objections to the contents of the Written confirmation must be submitted In Writing to ISYFAIR. If the period between the confirmation of the additional work by ISYFAIR and its execution is less than 8 (eight) days, the Customer must submit objections to the additional work In Writing to ISYFAIR at the latest prior to the execution of the additional work. If the Client does not submit an objection within the said term , then (the correctness of) the Written confirmation of the additional work is deemed to be accepted by the Client.

3.12 Unless the Parties have agreed otherwise In Writing, additional work shall be performed 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 Client cancels all or part of an Agreement up to 6 (six) weeks prior to the delivery date specified by ISYFAIR, ISYFAIR is entitled to charge 30% of:

- the total agreed order sum in case of full cancellation; or

- that part of the order sum which relates to the part of the Agreement which is cancelled;

to the Client, plus the costs already incurred in the execution of (the cancelled part of) the Agreement.

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

4.3 If an Agreement is changed at the request of Principal and by mutual agreement, ISYFAIR is entitled to charge Principal the additional costs caused by this change. The original agreed delivery time shall no longer be in force in case of amendment.

4.4 ISYFAIR may only cancel an offer or an Agreement if it notifies the intended cancellation to the Client In Writing 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 the event of partial cancellation, the quotation or Agreement shall remain intact for the remainder.

Article 5: Prices.

5.1 The prices for the Order are the prices as stated in the quotation, unless circumstances arise after the conclusion of the Agreement but before the performance of the Order which result in a change in prices.

5.2 Unless otherwise stated in Writing, the prices of ISYFAIR:

- based on the level of purchase prices, freight costs, insurance premiums and other costs applicable at the time the offer was made;

- based on delivery from ISYFAIR's business address, warehouse or other storage location;

- based on the wages, salaries and social security charges applicable at the time the offer was made;

- based on the prices of raw and auxiliary materials applicable at the time the quotation was made;

- based on the prices charged by third parties to ISYFAIR applicable at the time the quotation was made;

- all costs charged to ISYFAIR by third parties 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 imported at that time at home and abroad;

- stated in euros. Any exchange rate changes will be passed on.

5.3 If a change of circumstances or increase of one or more cost price determining factors occurs after the quotation has been made, ISYFAIR is entitled to pass this change on to the Principal. ISYFAIR is only entitled to do so insofar as the increase could not reasonably have been known to ISYFAIR at the time the quotation was issued. ISYFAIR shall announce a change to the agreed price In Writing, stating the additional costs.

5.4 If ISYFAIR increases the agreed prices as referred to in paragraph 3 of this article, the Customer is entitled to rescind the Agreement in whole or in part within 8 (eight) days after the date on which ISYFAIR has communicated this In Writing by registered letter and therefore without judicial intervention. In that case ISYFAIR is not entitled to any compensation. If ISYFAIR 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 Principal 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 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 ISYFAIR has given its consent In Writing and if Client has paid the fee to be determined by ISYFAIR.

Article 7: Delivery

7.1 Delivery of the agreed services and goods shall commence at the time stated in the offer or in the Written confirmation as referred to in article 3.4 of these General Terms and Conditions.

7.2 The delivery times specified by ISYFAIR are not deadlines. The delivery times specified by ISYFAIR are based on the working conditions applicable at the time of sending the quotation or the confirmation as referred to in article 3.4 of these General Terms and Conditions. If a delay occurs through no fault of ISYFAIR, the delivery time shall be extended insofar as necessary. The delivery time shall also be extended if the delay on the part of ISYFAIR has arisen as a result of non-compliance by the Client with any obligation arising for the Client from the Agreement or any cooperation required from the Client.

7.3 If delivery cannot take place in the agreed manner due to causes attributable to the Client, ISYFAIR is entitled to charge the costs involved to the Client.

Article 8: Inspection and completion of Assignment

8.1 Client is obliged to inspect whether the Order has been completed in accordance with the description of the Order. ISYFAIR shall inform Client 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 ISYFAIR immediately during the inspection. If the complaint is deemed to be correct, ISYFAIR shall remedy the matter within a reasonable period of time. After this a new inspection will take place in accordance with the provisions of Clause 8.1.

8.3 The Order shall 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 otherwise agreed in Writing, the goods delivered and/or made available in the context of the performance of the Order shall remain the property of ISYFAIR after completion of the Order.

9.2 Unless otherwise agreed in Writing, the Client is obliged to return the goods referred to in paragraph 1 of this article to ISYFAIR at its own expense and no later than within 12 (twelve) hours after the end of the Event to ISYFAIR. The Goods must be in the same condition as they were when ISYFAIR delivered them.

9.3 If the Parties have agreed that ownership of the goods delivered in the context of the Order shall be transferred to the Client, the transfer of ownership shall take place at the moment at which the Client has fully complied with its (payment) obligations under the Agreement and all claims resulting from non-compliance with this Agreement, including the damage, interest and costs resulting therefrom.

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 taking them out of his control in any other way, except within the scope of his normal business operations. Client is obliged to keep the delivered goods with due care and as recognizable property of ISYFAIR. Client is further obliged to adequately insure the delivered goods during this period.

9.5 ISYFAIR is entitled to immediately retrieve the delivered goods (or have them retrieved) from the place where they are located, if Client fails to comply with its obligations as referred to in paragraph 3 of this article. Client shall cooperate fully in this respect and irrevocably authorizes ISYFAIR to enter all locations where the properties of ISYFAIR are located. All costs related to the retrieval of those goods shall be at the expense of the Client. ISYFAIR is also entitled to recover any damage to goods from Client or to charge Client for any decrease in value of goods.

9.6 In case third parties assert rights to goods delivered by ISYFAIR under retention of title or if Client knows that third parties intend to assert rights to the aforesaid goods, Client shall inform ISYFAIR thereof immediately In Writing. Client is also obliged to inform the attaching party or third parties In Writing that the products concerned are the property of ISYFAIR and to provide ISYFAIR with a copy thereof.

Article 10: Invoicing and payment

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

10.2 ISYFAIR is entitled to require Client to make full or partial advance payment of the agreed price. Payment of this advance payment shall take place within the term of payment stated on the invoice. As long as the requested advance payment has not been made, ISYFAIR is not obliged to (further) perform the Agreement.

10.3 Payment shall be made without discount or settlement, unless a counterclaim is expressly acknowledged by ISYFAIR or has been irrevocably established in court.

10.4 If the payment obligation as referred to in paragraphs 1 and 2 of this article is not fulfilled in time, Client shall be in default by operation of law. In that case ISYFAIR is entitled to suspend its obligations under the Agreement or to rescind the Agreement in whole or in part. In addition, ISYFAIR is entitled, without further notice or notice of default, to charge interest of 1.5% per month over the period during which Principal is in default on the amount due and payable, unless the legal (commercial) interest rate is higher, in which case that interest rate applies. Part of a month will be counted as a full month.

10.5 ISYFAIR's claim for payment by the Client is immediately due and payable as soon as:

a. the term of payment is exceeded;

b. Client is declared bankrupt or a petition is filed for such bankruptcy or suspension of payment is applied for;

c. Client (company) is dissolved or liquidated;

d. Client (natural person) requests to be admitted to judicial debt restructuring, is placed under guardianship or dies.

10.6 All judicial and extrajudicial costs incurred by ISYFAIR as a result of non-compliance by Client with its (payment) obligations shall be borne by Client.

Article 11: Risk

11.1 After completion of the Order, the delivered goods shall be at the full expense and risk of Client. The risk shall pass back to ISYFAIR at the moment of delivery by Client to ISYFAIR in accordance with the provisions of Article 9.2 of these General Terms and Conditions.

11.2 The Client is obliged to immediately notify ISYFAIR of any loss, theft, loss or damage relating to ISYFAIR's goods delivered under the Order and is obliged to fully compensate ISYFAIR for the damage caused to those goods, regardless of the cause thereof.

11.3 Unless expressly agreed otherwise in Writing, transport upon delivery to ISYFAIR as referred to in article 9.2 of these General Terms and Conditions shall take place for the account and risk of the Customer. In that case ISYFAIR's liability for any damage shall be limited to a maximum of € 100 per m³.

11.4 Goods of the Client which are intended to be used in the performance of the Order must be made available to ISYFAIR by the Client in a timely manner at the address of ISYFAIR or at the place where the Order is to be performed by ISYFAIR. Client is liable for any damage suffered by ISYFAIR as a result of ISYFAIR not making the said items available, or not making them available in time or properly, regardless of the cause thereof.

11.5 The Client's goods or those of a third party in the event of hire, which are intended to be used in the performance of the Order, as well as the Client's or a third party's goods which are intended to be exhibited in, on, at or with the goods delivered, shall only be transported by ISYFAIR to the place 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 goods 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 goods are transported by ISYFAIR at the same time as the latter's goods, the Client shall be liable for all damage caused to goods, means of transport or persons employed by ISYFAIR as a result of any defect in the Client's goods.

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

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

11.10 If storage at ISYFAIR of the goods acquired by Principal on the basis of article 9.3 of these General Terms and Conditions is part of the Agreement, the storage of the goods shall be at the full expense and risk of Principal. ISYFAIR shall not be liable for damage of the Client resulting from loss, theft or damage of the goods. Client shall indemnify ISYFAIR for all claims of third parties in respect of any damage caused by the Client's property acquired and in storage at ISYFAIR.

Article 12: Liability

12.1 ISYFAIR is only liable for direct damage suffered by Customer during or on the occasion of the performance of the Agreement. ISYFAIR's total liability shall be limited to compensation of no more than the amount of the price stipulated for the Agreement (excluding VAT).

12.2 ISYFAIR is never liable for indirect damage of the Customer. Indirect damage includes, but is not limited to, consequential damage, loss of profit, reduced goodwill, losses suffered and costs incurred, as well as missed orders and missed savings, damage due to production or business interruptions or stagnation.

12.3 ISYFAIR is not liable for damage caused by its subordinates and/or third parties engaged in the performance of the Agreement for whom it is liable under the law.

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

12.5 Client's claim for damages shall only become due and payable after Client has fulfilled all payment obligations towards ISYFAIR.

12.6 The Client shall indemnify ISYFAIR against all claims of third parties in connection with the goods delivered by ISYFAIR to the Client, irrespective of what cause or at what time such damage was suffered.

12.7 The preceding provisions shall not affect any liability under mandatory law.

Article 13: IP-rights

13.1 Unless otherwise agreed in Writing, ISYFAIR retains all IP Rights, regardless of whether costs have been charged to Principal for their creation. These data and matters may not be reproduced, copied, used or shown to third parties without ISYFAIR's prior express permission In Writing.

13.2 The Client shall never challenge or dispute ISYFAIR's IP rights, nor attempt to register one or more of these rights or otherwise obtain protection of these rights in its favor.

13.3 The Client shall immediately inform ISYFAIR if it appears to it that a third party is (possibly) infringing ISYFAIR's intellectual property rights.

Article 14: Force majeure

14.1 Force majeure on the part of ISYFAIR occurs if ISYFAIR is prevented from fulfilling its obligations resulting from the Agreement as a result of circumstances which are beyond the control or risk of ISYFAIR, even if they could have been foreseen at the time the Agreement was concluded. Force majeure includes, but is not limited to, war / threat of war, (the threat of) terrorism, civil war, riots, revolution, pandemic, epidemic, acts of war, fire, water damage, flooding, government measures, import and export impediments, defective machinery, strikes, sit-down strikes, lockouts, limited transport possibilities as a result of weather conditions and traffic disruptions, (suppliers and/or subcontractors of ISYFAIR who do not or cannot meet their obligations in time, breakdowns in the supply of energy, water and (tele)communication services in the company of ISYFAIR and any act or omission of the organizer of the Event or the operator of the designated location as a result of which ISYFAIR is prevented from meeting its obligations (in time).

14.2 As soon as a circumstance as referred to in paragraph 1 of this article occurs or threatens to occur, ISYFAIR shall inform Client thereof as soon as possible, but within 72 hours at the latest, stating the expected consequences of that 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 ISYFAIR no longer being entitled to invoke the provisions of these General Terms and Conditions.

14.4 ISYFAIR has the right to suspend the performance of its obligations in the event 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 of the Agreement by ISYFAIR is still not possible after that period, the Parties are authorized to dissolve the Agreement, without there being any obligation for ISYFAIR to pay damages in that case.

14.5 If completion of the Order is delayed as a result of force majeure to such an extent that completion of the Order cannot take place before the opening of the Event, the Parties are authorized to dissolve the Agreement. In that case ISYFAIR is entitled to reimbursement of the costs it has incurred.

14.6 If ISYFAIR has already partially fulfilled its obligations under the Agreement when the period of force majeure occurs, or can only partially fulfill its obligations, it is entitled to invoice the part already delivered or the deliverable part separately and Client is obliged to pay this invoice.

Article 15: Applicable law and competent court

15.1 These General Terms and Conditions, all Agreements and the legal relationships between Parties resulting from or related to them shall be governed by Dutch law.

15.2 The competent court in the district where ISYFAIR is domiciled has exclusive jurisdiction to take cognizance of all disputes between Parties. Disputes between two companies shall be settled by the competent court in the district where the plaintiff is domiciled.