General provisions

Article 1 – Field of application

The present Sales' Terms and Conditions apply to all the service delivery clinched by CAP LINEA (hereafter the « Company ») relative to the arrangements of space for events. The act of entrusting the Company with one of these operations equals acceptance of the present terms and conditions and in particular the limits of liability included in them. In compliance with the provisions of article L 441-6 of the Commercial Code, the present terms and conditions prevail over any other contrary conditions, except for special terms explicitly agreed upon between the Company and the Client, being specified that any amicable deviation, written or not, to the present terms, which could have been consented to within the special terms of an agreement may not be put forward as precedent for later operations.

Article 2 – Quotation

The Company is only committed according to a quotation mentioning the limitative operations it is entrusted with, as well as their method of execution and their cost. The Company only draws up this quotation on the indications the Client explicitly furnished. Any wrong, imprecise or incomplete indication from the Client shall involve the liability of the latter on all the administrative, financial, material and other consequences.

Price detail: The total price of the service can be broken down to 4 steps, as per below:
- 65% of the price for the production and creation of the structure before the show;
- 4% of the price based on the preparation and local transportation of the structure;
- 24% of the price based on the labor for the installation of the structure;
- 7% of the price based on the labor for the dismantle of the structure.

Article 3 – Order

The agreement is deemed definite as of the acceptance of the Client of the quotation drawn up by the Company. This acceptance shall be accomplished, either by issuing an order form with the references of the corresponding quotation, or by signing the quotation, either duly returned to the Company together with the present terms and conditions duly initialed.

To any first order from a new client shall be attached its bank references and its register of commerce number so as to allow opening of an account. Failing, this order may, by choice of the Company, not be taken into account.

Any modification requested by the Client of the terms of the service delivery, as established in the initial quotation, shall be done in writing and accepted by the Company. In this case, the Company shall send an additional offer or rider, with the indication of the new or modified requests and of the rates corresponding to these modifications; which shall become definite after the signature of both parties.

However, because of constraints linked to the availability of supplies and the time needed to execute the service, the Company may have to supply, in place of the material ordered, material of identical quality. In the absence of a formal refusal to this substitution at the reception of the confirmation of the order, the Client is deemed to have accepted it. Any claim concerning the compliance of a product or a service delivered subsequent to an order shall have to be made in writing within maximum 8 days as of the reception date.

Any cancellation of an order may only be taken into consideration after the Client receives the written consent from the Company. The cancellation or the postponement of an order at the request of the Client necessarily implies that the latter shall pay the expenses and down payments incurred by the Company as established in the quotation. With regard to the rental of material, the down payments paid and the outstanding amounts remain due to the Company. With regard to the sales of material, the Client shall be fully liable for this order.

Article 4 – Rates – Terms of Payment

The rates indicated by the Company are quoted in Euro, exclusive of tax, without discount and correspond to services executed during business hours and working days. These rates are firm and not subject to modifications during their validity period. However, these rates may be modified because of new charges (in particular in case of a modification of the execution time) or of the increase of existing charges, of legal, statutory or conventional origin. An invoice is made out by the Company and sent to the Client at each service delivery.

Unless explicitly agreed upon between the parties, a down payment representing 60% of the order shall be paid as of its acceptance; the invoice representing the balance shall be paid at the date of its reception.

The services are payable at the place of issuance of the invoices. The payment shall only be considered made after the actual collection of the price. The checks or securities handed over to Company shall always be made out or endorsed in its name.

Article 5 – non-payment – Default Interests – Penalty Clause

In case of non-respect of the payment terms by the Client, all of the outstanding amounts shall be payable without formal notice or other formality. In case of a delay in payment and/or non-payment of the amounts due by the Client after the period established here above, and after the payment date mentioned on the invoice sent to the latter, penalties for lateness equal to twice the legal interest rate applied to the tax inclusive amount of the service delivery mentioned on said invoice, shall be automatically and ipso jure due to the Company, without any formality or prior formal notice, without prejudice to any other action the Service Company may bring, for this reason, against the Client.

Moreover, in case of non-respect of the payment terms mentioned here above, the Company shall have the right to postpone or cancel the service delivery ordered by the Client.

If the failure of the Client requires a recovery, the client shall pay, on top of the main amount, costs, expenses and emoluments normally and legally chargeable to it, a fixed compensation of 20% of the all-inclusive main amount of the debt. In case of use of the title retention clause, the paid down payments shall remain due to the Seller as all-inclusive compensation for total or partial non-payment of the goods.

Article 6 – Delivery – Compliance

Unless otherwise provided, the delivery is supposed to be made on the site of the event as established by the Client and mentioned in the Quotation. The delivery of services may take place at any other location indicated by the Client, subject to a prior notice of 7 days and within a period of 1 month, at the exclusive expenses of the latter. Any delay in the execution of the service, which originates from the Client, does not constitute a valid reason for canceling the order and the liability of the Company may not be involved in any prejudice resulting from this delay.

The period established in the notice does not constitute an absolute deadline and the Company may not have its responsibility involved with regard to the Client in case of a delay in the service delivery, which does not exceed 24 hours.

Any delay in the delivery due to a characteristic fact of force majeure or in case of strike, lock-out, fire, flood, breakdown of machine, whether these adversities are total or partial, shall lead, by choice of the Company, either to the unreserved termination of the agreement, or to the extension of the delivery deadline and as such, neither party may exercise a right to compensation.

The risks on the goods are exclusively chargeable to the Client as of the moment they are put at its disposal, for the damages incurred on the goods as well as for damages caused by third parties. The possible compliance defects shall be subject to a written statement communicated by the Client at the latest the day after the delivery. Failing reserves or claims explicitly stated by the Client at the reception of the services, these are deemed in compliance with the order, both in quantity and in quality. The Service Provider shall correct as soon as possible and at his expenses, the delivered services, of which the Client has duly proven the compliance defect.

The compliance defect of part of the delivery does not exempt the Client from its obligation to pay for all the services, which are not challenged.

Article 7 – Force majeure cancellation

In case of cancellation with proper reason (for example in case of an emergency or force majeure), any part that was already finished will be invoiced in its entirety, and any part that was already started will be invoiced based on the percentage of work done. The client will receive an invoice for cancellation within a month from the date of cancellation of the contract, including details of the price for the services.

Article 8 – Intellectual property

The scale models, documents, pictures, drawings and animated films handed over or sent to the Client by the Company are given as indication and do not carry a contractual value; they remain its exclusive property and may not be communicated to third parties or used by the latter for whatever reason. The design presented on lay out and 3 D rendering is a protected work of art, as such, by the European Code of intellectual property. Any reproduction, representation or adaptation, in any form or by any means whatsoever, without the written authorization of the Company, constitutes an infringement within the meaning of Articles L.335-2 and seq. of the Code and is liable to prosecution.

Article 9 – Safety

The Client shall provide the Company, at the latest 30 days before the event, with the details of the installation constraints, the precautions and particularities of the installation. Any additional constraint linked to the requirements of the safety department of a particular site shall only be opposable to the Company if they have been explicitly indicated in the design. Failing such precisions, the additional costs shall be exclusively chargeable to the Client.

Article 10 – Subcontracting

The Company shall be able to subcontract, upon its responsibility, the whole or part of the execution of the operations entrusted to it.

Article 11 – Nullity of a clause - Applicable Law – Attribution of jurisdiction

If any of the provisions of the present terms and conditions should be void or cancelled, the other provisions shall not in as such be rendered void.

French law rules the agreements entered by the Company. In case of difficulties construing or executing the present agreement, even in case of an introduction of third parties or joint defendants, the courts of Paris alone shall be competent.-

Provisions specific to rental

Article 12 – Obligations of the parties – Rental

Unless otherwise stated in writing by the Company, within the services accomplished by the latter, the material is rented out to the Client and remains the exclusive property of the Company.

Unless otherwise stated in writing, the obligation of the Company consists solely in manufacturing, setting up and taking down the material rented by the Client. Besides the above mentioned operations, in case of theft or deterioration, either total or partial, of the material, the liability of the Company may not be involved.

In case the Company rents the material for the exclusive needs of the Client and in particular audiovisual material and hardware, the Company may invoice a security deposit. This deposit shall be deducted from the first payment of the client provided said material is given back in a proper state. The Client shall use the rented material according to its primary purpose. The material shall be available to be taken down in compliance with the hours established in the quotation.

Article 13 – Insurance – Responsibility

The Client is responsible for the rented material as of its reception on site until the moment it is taken back, i.e. from the opening hour of the trade show until the closing of the trade show. To that end and during that period, the Client shall insure the material against all risks of deterioration, loss or theft.

In case furniture and fixtures are rented, a contribution to the insurance shall cover the Client for the risks of theft or deterioration as of the day preceding the official opening of the event to the closing date. Refusal to insure implies the full liability of the Client in case of damages or loss of the material.

In case of loss, theft or total or partial deterioration of the rented material (except the furniture and fixtures) during the abovementioned period, the client shall be liable to the Company for the value of the replacement of the material or for the amount of the repairs to be made, including the manpower and commuting expenses, without waiting for the result of the possible claim filed by the Client with its insurance company. Furthermore, the responsibility of the Company may not be involved during the handling or transportation accomplished by its team of the material belonging to the Client or to a third party.

Provision specific to sales

Article 14 – Guarantee

The material is only guaranteed against operating defects for the period established on the invoice. The guarantee is ruled out if the operating defect results from the Client's interference on the material or if it comes from the wrong use by the Client, The defects and deteriorations caused by natural wear and tear or by extraneous accidents are excluded from the guarantee.

Article 15 – Title retention clause – transfer of risks

In compliance with the Law No. 80-335 of May 12,1980, the transfer of property is postponed until the full price has been paid. By derogation of article 1583 of the Civil Code, delivery brings about transfer of risks chargeable to the Client.

Article 16 – Acceptance of the Client

The present Sales' Terms and Conditions are explicitly agreed upon and accepted by the Client, which states and concedes having a full knowledge of the facts and thus waives any contradictory document, in particular its own purchase's terms and conditions, which may not be opposable to the Company, even if the Company knew about them.