General Terms and Conditions
1. Expopoint is a private limited company with its registered office at 2980 Zoersel, Bethaniënlei 113. Its company number is VAT BE 0837.964.093.
Scope of Application
2. These general terms and conditions exclusively apply to all its quotations and the agreements between Expopoint and the Client. All other conditions are only enforceable against Expopoint if it has accepted them in writing. In case of conflict, the special conditions as stated in the quotation from Expopoint shall prevail over these General Terms and Conditions. By placing an order, the Client accepts these General Terms and Conditions.
Formation of the Agreement
3. All quotations are valid for 14 days, unless otherwise indicated in the quotation. After this period, they have a purely informative value. Expopoint reserves the right to withdraw its quotation or refuse the order, even during the indicated period of validity.
4. The agreement is only formed after Expopoint has confirmed receipt of the approved quotation and the Client has paid the first advance invoice.
5. The Client can only dissolve or terminate the agreement upon payment of a fixed compensation equal to 25% of the agreed price up to one month before the execution date, and 50% from 30 days before the execution date. Expopoint can always demonstrate that its actual damages are higher.
Execution, Dissolution, and Termination of the Agreement
6. The Client is obliged to facilitate Expopoint’s assignment by providing it with all useful information and agreed-upon materials without delay. The Client guarantees that this information is correct and complete. Expopoint is not liable for damages of any kind resulting from outdated, incorrect, and/or incomplete information or late delivery of materials. If visual materials are not supplied in the correct format, the associated costs will be fully charged to the Client.
7. Changes to the assignment must be communicated in writing and are only effective if they have been accepted by Expopoint. Expopoint has the right to charge for changes to the agreed assignment, extra additions, tests, discussions, and/or executions that take place in consultation with or at the request of the Client.
8. If the Client fails to comply with its contractual obligations, including but not limited to the non-timely payment of invoices, and does not remedy this failure within 7 working days of receiving a notice of default, Expopoint may either suspend all current agreements until the Client has fulfilled its obligations or terminate them with immediate effect. The consequences of the suspension and/or dissolution are entirely at the expense and risk of the Client. The suspension and/or dissolution do not affect the payment obligation for the work already performed. Furthermore, Expopoint is entitled to claim compensation for its damages, costs, and interest, including but not limited to the loss of income estimated at 30% of the (remaining) value of the contract.
9. Each party shall grant the other party a reasonable period to remedy any of its shortcomings. The parties shall strive for an amicable settlement.
Prices and Invoices
10. The prices stated in the quotations are exclusive of VAT and other equivalent taxes. These are entirely at the Client’s expense. For the construction of (exhibition) stands, the costs for water, electricity, compressed air, internet, and other utilities, as well as rigging points and hoists, are not included in the quotation price. These are always at the Client’s expense and will be included in the final invoice.
11. Payment terms for exhibition stands: Upon signing the quotation, an advance payment of 25% is due. No later than one month before the construction of the exhibition stand, a second advance payment of 50% must be paid. The non-timely payment of this second advance can be considered by Expopoint as a unilateral termination of the agreement by the Client. The remaining 25% is to be paid after the end of the exhibition.
12. An invoice must be paid within 10 calendar days of the invoice date. Any dispute must be addressed to Expopoint by registered letter within five working days of the invoice being sent. A dispute can in no case justify a postponement or suspension of payment.
13. In the event of non-payment of an invoice on its due date and without a notice of default being required, Expopoint is entitled to a fixed compensation of 10% with a minimum of 100 EUR. In case of non-payment or late payment, Expopoint is also entitled to interest in accordance with the law on combating late payment in commercial transactions of 2 August 2002, with a minimum of 10% per year. All invoices that are not yet due become immediately due and payable. In the event of bankruptcy or problems with the continuity of the Client, Expopoint may terminate the agreement with immediate effect and without notice of default. The payment obligation for the work already performed remains unaffected.
Retention of Title
The goods remain the full property of Expopoint, even if they have become immovable property by incorporation or purpose. The Client undertakes to use and maintain the goods with due care and diligence. The Client may not move them. In the event of seizure, the Client undertakes to notify Expopoint immediately. The risks relating to the goods are transferred to the Client at the time of delivery. The Client is obliged to insure the goods from the construction of the (exhibition) stand until the last day of dismantling and/or for the period that the Client has the goods at its disposal. Expopoint may demand proof of this insurance and of the payment of the premium. For damages caused to rented goods, the repair cost and/or depreciation will be compensated by the Client.
Liability
14. Expopoint undertakes to make its best efforts, with the diligence of a prudent administrator, to properly execute the agreed assignment. All of Expopoint’s services are best-efforts obligations. Its assignment is limited to what was agreed upon in the quotation. Any complaint about the nature of the goods, work performed, missing parts, or damage must be made in writing within 24 hours of the construction of the (exhibition) stand or the receipt of the goods. Thereafter, any claim against Expopoint for any reason whatsoever is excluded.
15. Expopoint’s liability can only be engaged if it has committed a serious breach. Any liability of Expopoint is limited to the amount of the quotation.
16. In all cases of liability, both contractual and non-contractual, the Client expressly waives any recourse against Expopoint for indirect and consequential damages such as, but not limited to, loss of expected profit, decrease in turnover, increased operational costs, loss of clientele of the Client or a third party.
Confidentiality and Proprietary Rights
17. The parties expressly undertake to treat all information, data, and intelligence that they mutually exchange for the execution of the agreement as strictly confidential, even after the termination of the agreement. They undertake to impose the same confidentiality on their staff and that of any third parties or subcontractors they engage.
18. All designs, studies, plans, drawings, sketches, models, data, and information of any kind, produced by or at the request of Expopoint, remain the exclusive property of Expopoint or its subcontractors and are never transferred in ownership to the Client. They may only be communicated to third parties with the prior written consent of Expopoint. They may only be used for the purpose for which they were communicated.
19. Expopoint is entitled to include the assignment in its reference list and to use photos of the built stands for promotional purposes.
Nullity
20. If any provision (or part of a provision) of these general terms and conditions is void, the other provisions shall remain in full force and effect, and Expopoint and the Client shall replace the void provision with a provision that approximates the purpose and scope of the void provision as closely as possible.
Applicable Law and Competent Court
21. All agreements with Expopoint are exclusively governed by Belgian law, excluding its conflict of law rules.
22. The courts of the judicial district of Antwerp, Antwerp division, have exclusive jurisdiction to hear any dispute. However, Expopoint has the choice to summon the Client before another court in accordance with the provisions of the Judicial Code.