The present general terms and conditions shall apply to all offers and quotations made by

• all the companies of HENOTOWORLDWIDE – namely HENOTO USA LLC (USA), GIPLANET MEXICO S. DE R.L. DE C.V. (in the process of changing to “HENOTO MEXICO S. DE R.L DE C.V.”), HENOTO MIDDLE EAST EVENTS LLC (Emirates), HENOTO SUISSE SA (Switzerland), HENOTO CHINA LTD. (China) – (hereinafter referred to as the “Rental Agent” or the “HENOTO ENTITY”)

and

• the recipient of the rented assets (hereinafter referred to as the “Renter” or “Customer”)(the HENOTO ENTITY and the Renter hereinafter referred to as the “Parties”)

Each HENOTO ENTITY is subject to the management and coordination of HENOTO S.p.A., a company incorporated in Italy and subject to Italian Law, with registered office in 35028 Piove di Sacco (PD), Via Tolomeo n. 14/16

1. Order, Order Confirmation and subject matter of the Rental Agreement

1.1 With each rental agreement (hereinafter referred to as “Rental Agreement”), the HENOTO ENTITY grants to the Renter, who accepts, against the consideration indicated by each Renter’s order/Rental Agent’s order confirmation (hereinafter referred as to “Order/Order Confirmation”), the use of the assets owned by the HENOTO ENTITY (hereinafter referred to as the “Assets”) and described by the Order/Order Confirmation, at the general terms and conditions specified hereunder.

1.2 Each Rental Agreement shall be considered executed, in force and binding for the Parties at the time of receipt by the Customer of the Order Confirmation signed by HENOTO ENTITY.

1.3 Each Order/Order Confirmation provides for full reference to these general terms and conditions, which shall be considered in force between the Parties, with all contractual effects, as from the date of the Order Confirmation, and therefore even prior to delivery of the Assets.

1.4 With each Rental Agreement, the Renter does not acquire any right of ownership on the Assets, expressly excluding the right to sub-let the Assets, grant the use thereof to third parties, remove, alter, destroy and modify the Assets and any component thereof, or even ancillary thereto, nor the Renter is, in any case, entitled to alter, destroy, remove or conceal identification codes, serial numbers or the HENOTOWORLDWIDE brand affixed on the Assets, nor use the Assets as guarantee or collateral. Identification codes, serial numbers or the HENOTOWORLDWIDE brand affixed on the Assets shall remain in full and exclusive property of the HENOTO ENTITY and the Renter shall not acquire any right on them.

2. Scope

2.1 Without prejudice to any derogation and amendment that should be approved in writing, these rental general terms and conditions are considered valid, effective and enforceable with regard to each Order sent by the Customer and confirmed by the HENOTO ENTITY and for each supply by the latter, excluding, in any case, the existence of an ongoing supply and/or concession and/or distribution relationship. Upon receipt of the Order Confirmation from HENOTO ENTITY, the clauses provided by these rental general terms and conditions are to be considered binding vis-a-vis the Customer.

2.2 he Customer expressly declares that it is aware of and accepts the fact that the Assets rented by the HENOTO ENTITY are only marketed but not manufactured by the HENOTO ENTITY.

3. Prices and delivery terms

3.1 Unless otherwise agreed in writing, the rental price is to be considered in Euro currency and net of VAT or other applicable tax. Unless otherwise agreed in writing, the rental price is intended on an Ex Works HENOTO ENTITY basis, in accordance with Incoterms 2020, which are expressly referred to herein and should therefore be considered as net of transport, insurance, packaging costs or any other charges, including bank charges and fees, the latter being specifically indicated in the chapter Warehouse Logistics, Transport and Consumption of each Order/Order Confirmation.

3.2 The delivery terms are those expressly shown on the Order/Order confirmation. HENOTO ENTITY’s liability for late delivery is expressly excluded in the case of non-compliance by the Customer of the obligations provided by Articles 7.5, 7.6 and 8.3 hereunder and for delays caused by unforeseeable circumstances, events of force majeure, facts beyond the control of HENOTO ENTITY, including any third-party act, given that the products are merely marketed by HENOTO ENTITY. HENOTO ENTITY also reserves the right to make partial deliveries, excluding any liability for late delivery of products not delivered in time. Any delayed or partial deliveries, in any case, do not give the Customer the right to suspend payment, which should be made within the applicable term.

3.3 The delivery term is deemed to have been fulfilled and respected by the HENOTO ENTITY upon delivery of the goods to the third-party carrier/installer indicated in the Order.

3.4 The place of delivery shall be the one indicated by the Customer, without any liability for the HENOTO ENTITY, if the details of the delivery place are incorrect or incomplete.

4. Payment terms of the rent; security deposit

4.1 Unless otherwise agreed in writing, payment of the rental fees and costs shall be made, within the terms specified in the Order/Order Confirmation, which are intended as binding, without any deduction, to the HENOTO ENTITY.

4.2 Pursuant to and for the purposes of Articles 4 and 5 of Legislative Decree no. 231/2002, in the event of late payment, the Customer shall be obliged to pay interests on arrears as established by the above decree, and shall also reimburse all and any expenses, including legal fees, incurred for the recovery of the credit.

4.3 Complaints or claims of any kind whatsoever do not entitle the Customer to suspend or delay any outstanding contractual payments. In any event, the Renter may not file claims or charges against the HENOTO ENTITY until all due payments are made, including payments regarding the goods made the subject of the claim.

4.4 Upon signing these general terms and conditions, the Renter will pay to the HENOTO ENTITY the amount shown on the Order/Order confirmation as a non-interest-bearing security deposit that the HENOTO ENTITY will return to the Rental Agent/Renter at the end of the rental period, provided that the Assets are returned promptly, without defects and in the same condition in which they were delivered to the Renter, without prejudice to the right to claim greater damages.

4.5 In the event of payment by instalments of the fee authorized by the HENOTO ENTITY, the failure to pay even one instalment will result in the forfeiture of the benefit of the term ex Article 1186 of the Italian Civil Code, with the right of the HENOTO ENTITY to demand the immediate payment of the entire outstanding debt, including future instalments.

4.6 In the event of failure to comply with instalment payment deadlines, also pursuant to Article 4.5 above, the HENOTO ENTITY may, at its sole discretion, alternatively decide whether to terminate the Rent Agreement and proceed for the return of the Assets, with the right to retain the sums paid up to that point in time as a penalty for default, without prejudice to compensation for the greater damage or to the right to proceed for the recovery of the full contractual outstanding amount.

5. Warranty

5.1 The HENOTO ENTITY does not provide any warranty covering defects and/or flaws of the Assets object of each Order/Order Confirmation.

5.2 The Renter hereby accepts the rented Assets as they are the time of delivery thereto, and also acknowledges that the Assets, in any case, have no defects and is suited for its intended use.

6. Principles of conduct.

6.1 The HENOTO ENTITY shall carry out the activities specified by the Order/Order confirmation with the utmost honesty and confidentiality and in a correct and proper manner. The HENOTO ENTITYs organizational activities shall moreover be based on the utmost care and accuracy and shall comply in full with the laws applicable to the activities pursuant to these general terms and conditions.

7. Renter’s obligations

7.1 The Renter shall keep and use the Assets with the diligence of a reasonable and prudent man, using the Assets solely for the use provided by the Order/Order confirmation and shall therefore be responsible for any deterioration and/or destruction thereof, even if caused by unforeseeable circumstances. The Renter shall also be liable to the HENOTO ENTITY for the consequences of not being able to return the Assets for any reason whatsoever, including confiscation, seizure or attachment for reasons not attributable to the HENOTO ENTITY.

7.2 The Renter shall pay the expenses for the ordinary maintenance of the Assets, related to the use thereof, for which the Renter will not be entitled to any reimbursement, while the HENOTO ENTITY shall pay all and any necessary extraordinary maintenance costs.

7.3 The Renter shall entrust to the HENOTO ENTITY the outfitting supply indicated by the Order/Order confirmation.

7.4 The Parties hereby agree that if the Order/Order confirmation, event or show (hereinafter also referred to as the “Event”) made subject of these general terms and conditions does not take place for reasons beyond the control of the HENOTO ENTITY, other than those provided by Article 13 hereunder, the Customer should promptly inform the HENOTO ENTITY, in any case, within no more than 45 days from the date of the Event and shall pay all and any expenses incurred by the HENOTO ENTITY through to the notice advising that the Event has been interrupted. Should the decision to interrupt the Event be communicated after 45 days from the date of the Event, the Customer shall pay all and any costs incurred by the HENOTO ENTITY up to the time of the notice, plus a penalty equal to 30% of fees and cost for the realization of the full Event.

7.5 The Renter shall communicate to the HENOTO ENTITY, with prior notice of at least 90 days from the start of the Event, the main technical and logistic information, and confirmation of the project object of the Order/Order confirmation. The Customer shall also ensure that the stand to be fitted out as above is made available and equipped with all the necessary technical services (electric power, water supply, outfitting) and anything else that may be necessary to ensure that the HENOTO ENTITY may commence and complete the outfitting works according to the work plans described and attached to the Order/Order confirmation and structured so as to ensure that the workers may execute the works without problems of any kind.

7.6 Should the information requested not be provided to the HENOTO ENTITY within the times indicated by the previous paragraph, the same will assess the feasibility of the service including any price increases that should be applied to the Customer, as a result of the higher costs caused by the organizational complexity.

7.7 The Renter moreover agrees that outfitting works shall be delivered by eight (8.00) of the day prior to the start of the Event and that the outfitting works will be dismounted in full within the term agreed by the Parties in accordance with the Event regulation unless otherwise indicated on the Order/Order confirmation.

7.8 The Renter will pay the costs of on-site handling, unloading, transport on board of the stand and loading, as well as provisional storage during the event, of the materials used for outfitting and packaging.

8. Assembly and installation

8.1 The instructions for assembly and installation of the Assets are described by the chapters on Assembly – Transport – Logistics of the Order/Order Confirmation.

8.2 If the Customer requests assembly and/or installation of the Assets, HENOTO ENTITY is hereby authorized by the Customer to use third-party suppliers, who, in any case, will act under the complete responsibility of the HENOTO ENTITY.

8.3 If the Customer requests assembly and/or installation, the Customer shall: ensure that there is nothing in the work areas in question that may impede or obstruct the execution of the subject matter of the supply by the HENOTO ENTITY; ensure adequate protection of the existing flooring present at the time of delivery and assembly of the subject matter of the supply (unless the HENOTO ENTITY is expressly asked to provide such protection, and in this case the HENOTO ENTITY will charge the relevant cost to the customer, without prejudice to the fact that the HENOTO ENTITY cannot be held liable for any reason whatsoever for any accidental damage to the Customer’s flooring and property during delivery and assembly of the items made subject of the supply); ensure adequate protection of the furnishings and anything else present at the place of assembly; confirm that it is prepared to carry out a preliminary inspection of the area or, should this be refused, expressly guarantee that the place in question is suitable for assembly/installation.

8.4 Upon completion of assembly and/or installation, the Customer will verify together with the contact persons/representatives of the HENOTO ENTITY the services provided, signing an inspection report. If no problems are reported by the Customer, signing the report is intended as acceptance of the assembly and/or installation.

9. Additional outfitting works requested by the Customer; verification of conformity

9.1 The Customer may only use the items indicated on each Order/Order Confirmation.

9.2 Should any works or services or customizations not included in the Order/Order Confirmation be requested by the Customer, a cost estimate will be drawn up by the HENOTO ENTITY, that should be signed for acceptance. This cost estimate shall in any case be accepted within 24 hours from receipt of the estimate.

9.3 Proper execution of works or services or customizations shall be checked together by the Parties no later than 8.00 p.m. on the day prior to the commencement of the Event.

9.4 The Parties shall communicate the results of this verification according to the contents of the test report.

9.5 If the Customer ascertains any non-compliance with respect to the HENOTO ENTITY’s obligations as provided by this agreement and promptly reports them, the Parties shall organize a meeting immediately to assess the situation during which the various problems will be discussed. After discussing the situation, the Parties will draw up the minutes of the meeting containing all the comments and also the economic value of the non-conformity assessed by the Parties. The economic value of the non-conformity reported is the only economic claim that the Customer may make against the HENOTO ENTITY, for the service interruption in question. If no comments are received, the works and services are intended as accepted.

10. Costs for recovery of materials

10.1 The outfitting price includes the costs for recovery, during disassembly, of the materials relating only to the outfitting works of the HENOTO ENTITY, complete with the packaging for transport.

10.2 All outfitting materials that cannot be recovered after the Event, should be disposed of by the Customer.

11. Personnel

11.1 The Customer will entrust the assembly and/or installation of the Assets to the HENOTO ENTITY that shall carry out such works either through its own company, or using personnel not employed by its company, provided that the use of such personnel complies in full with all applicable laws and regulations.

11.2 The HENOTO ENTITY will be directly responsible without limitation with respect to the Customer and any of its assignees (e.g. Customer’s principal, Ente Fiera, Exhibitors, Visitors, etc.) for the conduct of such external collaborators.

11.3 The HENOTO ENTITY moreover hereby undertakes to hold the Customer harmless from any prejudicial consequences (claims for damages, taxes, matters involving labor law or other consequences) deriving from the use of such external personnel.

12. Duration

12.1 Each Rental Agreement shall be valid solely for the duration of the Event, in the year and at the place indicated in the Order heading.

13. Supervening impossibility – force majeure – effects

13.1 A circumstance of force majeure is intended as an event or circumstance (hereinafter the “Event of Force Majeure”) that prevents fulfilment of one or more contractual obligations, if and insofar it is demonstrated:

• that the impediment is beyond its reasonable control; and
• that it could not have reasonably been foreseen when the Rental agreement was signed; and
• that the effects of the impediment could not have reasonably been avoided or resolved.

13.2 The conditions provided by (a), (b) and (c) above are intended as fulfilled, unless otherwise demonstrated, in the case of the following events: war (whether declared or not), invasions, foreign enemies, large-scale military mobilization on the national or international territory; civil wars, riots and/or revolutions, insurrections, acts of terrorism, sabotage or piracy; embargoes; the need to comply with any government law or order, including temporary and/or supervening events, even as a result of events already known, expropriation, requisition, nationalization; plagues, epidemics, pandemics, acts of God or extreme serious natural disasters in general; explosions, fire, destruction of equipment, prolonged disruption of transport including serious road, air, sea, telecommunications, IT system and energy accidents, boycotting, strikes or occupation of buildings.

13.3 In the case of an Event of Force Majeure, the HENOTO ENTITY will be released from the obligation of complying with its contractual obligations and from any liability for damages or any remedy for breach of contract, starting from when the impediment in question prevents fulfilment.

13.4 If, as a result of an Event of Force Majeure, it is necessary to postpone delivery, HENOTO HENTITY will withhold any sums already received as advance payment – without guaranteeing the need to update prices and shipping rates.

13.5 If, as a result of an Event of Force Majeure, it should be necessary to cancel the Order, all and any costs the HENOTO ENTITY has incurred through to cancellation of the Order due to the Event of Force Majeure shall be paid in full.

13.6 In the case of an Event of Force Majeure, the Customer shall be released from the obligation of complying with its contractual obligations and from any liability for damages or any remedy for breach of contract, starting from when the impediment prevents performance, provided that the HENOTO ENTITY is duly informed of such Event of Force Majeure without delay. If the Event of Force Majeure is not notified promptly, the party in question will be released from its obligations when the notice reaches the other party, which may suspend fulfilment of its obligations from the date of such notice, without prejudice to the provisions of Article 9.5 above.

14. Data protection

14.1 Renter’s personal data will be processed by the HENOTO ENTITY, as data controller, in compliance with the provisions of EU  Regulation no.  679/2016 (GDPR).

14.2 HENOTOWORLDWIDE Privacy Policy is published and may be read on HENOTO’s website at the following web address: https://www.henoto.com/legal/privacy

15. Applicable Law – ICC Arbitration Clause

15.1 Each Rental Agreement shall be governed by Italian Law.

15.2 All disputes arising out of or in connection with each Rental Agreement shall be submitted to the International Court of Arbitration of the International Chamber of Commerce – ICC, with Headquarters at 33-43 avenue du Président Wilson – 75116 Paris, France, and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (published at the following website address: www.iccwbo.org/publication/arbitration-rules-and-mediation-rules), which the Parties declare to know and approve, by one or more arbitrators appointed in accordance with said Rules; The Arbitral Tribunal, appointed according to said Rules, will apply to the merits of the dispute the substantive law of Italy.

16. Intellectual Property Ownership and Retained Rights

16.1 The Customer hereby declares and acknowledges that all intellectual and industrial property rights (including, by way of example but not limited to, copyrights, patents, trademarks, know-how, trade secrets—whether or not registered or recorded in public registers) relating to any designs, drawings, sketches, models, renderings, technical specifications, documentation, electrical diagrams, software, and any other creative or technical materials (hereinafter collectively referred to as the “Design Materials”) developed and provided by the Contractor—whether included in quotations, orders, or in the execution of the installation—shall remain the full and exclusive property of the Contractor.

16.2 Upon delivery of the installation, the Contractor grants the Customer a non-exclusive, non-transferable license to use the Design Materials solely for the purpose of enjoying the exhibition setup for the specific event for which it was commissioned. This license shall in no case include the right to reproduce, modify, reuse (even partially), transfer to third parties, or use the Design Materials for the realization of additional installations or structures, whether for future events or for locations other than the specific exhibition.

16.3 The Customer undertakes not to copy, reproduce, cause to be reproduced, disclose, or otherwise exploit the Design Materials in any form or manner without the Contractor’s prior written authorization. Any unauthorized use of the Design Materials by the Customer or by third parties to whom the Customer has granted access shall constitute a material breach of contract and an infringement of the Contractor’s intellectual property rights, without prejudice to any and all legal actions available to the Contractor.

17. Use of Images – Client’s Logo

17.1 The Client authorizes the Contractor to reproduce, publish, and distribute, free of charge and without time limitation, images (photographic or video reproductions) related to the setup covered by the contract, including – if applicable – the Client’s logo displayed on the setup.

The Contractor declares that the use of the above-mentioned materials will be exclusively for communication, promotion, and marketing purposes, including advertising campaigns, exhibitions, and the sale of services related to the setup, through the following channels: the Contractor’s website, the Contractor’s portal with the application of its own AI model for graphic and aesthetic modifications, portfolio, catalogs, promotional materials, social media, press releases, and any other promotional or commercial medium, whether printed or digital.  The images may also be used and/or transferred to third parties involved in activities related to the aforementioned purposes, in compliance with applicable legal provisions.

The Contractor undertakes not to associate the images of the setups referred to in this article with recognizable faces of individuals, except in compliance with Article 9 of EU Regulation No. 679/2016 (GDPR).

The present general terms and conditions of sale shall apply to all offers and quotations made by

• all the companies of HENOTOWORLDWIDE – namely HENOTO USA LLC (USA), GIPLANET MEXICO S. DE R.L. DE C.V. (in the process of changing to “HENOTO MEXICO S. DE R.L DE C.V.”), HENOTO MIDDLE EAST EVENTS LLC (Emirates), HENOTO SUISSE SA (Switzerland), HENOTO CHINA LTD. (China) – (hereinafter referred to as the “Seller” or the “HENOTO ENTITY”)

and

• the recipient of the assets sold (hereinafter referred to as the “Customer” or the “Buyer”),

(the HENOTO ENTITY and the Customer hereinafter referred to as the “Parties”)

Each HENOTO ENTITY is subject to the management and coordination of HENOTO S.p.A., a company incorporated in Italy and subject to Italian Law, with registered office in 35028 Piove di Sacco (PD), Via Tolomeo n. 14/16

1. Order, Order Confirmation and subject matter of the sale agreement

1.1 With each sale agreement (hereinafter referred to as “Sale Agreement”), the HENOTO ENTITY sells to the Buyer, who accepts, against the consideration indicated by each Buyer’s Order/Seller’s Order Confirmation (hereinafter referred to as “Order/Order Confirmation”), the assets (hereinafter referred to as the “Assets”) described by each Order/Order Confirmation, at the general terms and conditions specified hereunder.

1.2 Each Sale Agreement shall be considered executed, in force and binding for the Parties at the time of receipt by the Buyer of the Order Confirmation signed by HENOTO ENTITY.

1.3 Each Order/Order Confirmation provides for full reference to these general terms and conditions, which shall be considered in force between the Parties, with all contractual effects, as from the date of the Order Confirmation, and therefore even prior to delivery of the Assets.

1.4 With the Sale Agreement, the Buyer acquires any right of ownership on the Assets.

1.5 The Buyer is aware that illustrations and descriptions of the products in the brochures and other illustrative materials of the Seller are merely illustrative, and hence any differences of the product ordered with respect to that shown on promotional materials are not intended as defects or flaws.

2. Scope

2.1 Without prejudice to any derogation and amendment that should, in any case, be approved in writing, these general terms and conditions of sale are considered valid, effective and enforceable with regard to each Order sent by the Customer and confirmed by the HENOTO ENTITY and for each supply by the latter, excluding however any long-term supply and/or concession and/or distribution relationship. Upon receipt of the Order Confirmation from HENOTO ENTITY, the clauses provided by these general terms and conditions of sale are to be considered binding for the Customer.

2.2 The Customer expressly declares that it is aware of and accepts the fact that the products sold by the HENOTO ENTITY are only marketed but not manufactured by the HENOTO ENTITY.

3. Prices and delivery terms

3.1 Unless otherwise agreed in writing, the sales prices are to be considered in Euro currency and are net of VAT or other applicable tax. Unless otherwise agreed in writing, such prices are intended on an Ex Works HENOTO ENTITY basis, in accordance with Incoterms 2020, which are expressly referred to herein and should therefore be considered as net of transport, insurance, packaging costs or any other charges, including bank charges and fees, the latter being specifically indicated in the chapter Warehouse Logistics, Transport and Consumption of each Order/Order Confirmation.

3.2 The delivery terms are those expressly shown on each Order/Order Confirmation. Seller’s liability for late delivery is expressly excluded in the case of breach by the Customer of the obligations provided by Article 7 hereunder. In particular, and without prejudice to the provisions of Article 12 hereunder, HENOTO ENTITY’s liability for late delivery is expressly excluded in the case of delays caused by unforeseeable circumstances, facts beyond the control of HENOTO ENTITY, including any third-party act, given that the products are merely marketed by HENOTO ENTITY. HENOTO ENTITY also reserves the right to make partial deliveries, excluding any liability for late delivery of products not delivered in time. Any delayed or partial deliveries in any case do not give the Customer the right to suspend payment, which should be made within the applicable term.

3.3 The delivery term is deemed to have been fulfilled and respected by HENOTO ENTITY upon delivery of the goods to the third-party carrier/installer indicated in the Order.

3.4 The place of delivery shall be the one indicated by the Customer, without any liability for the HENOTO ENTITY, if the details of the delivery place are incorrect or incomplete.

4. Payment terms

4.1 Unless otherwise agreed in writing, payment of the Assets price shall be made, within the terms specified in each Order/Order Confirmation, which are intended as binding, without any deduction, to the HENOTO ENTITY.

4.2 Pursuant to and for the purposes of Articles 4 and 5 of Legislative Decree no. 231/2002, in the event of late payment, the Customer shall be obliged to pay interests on arrears as established by the above decree, and shall also reimburse all and any expenses, including legal fees, incurred for the recovery of the credit.

4.3 Complaints or claims of any kind whatsoever do not entitle the Customer to suspend or delay any outstanding contractual payments. In any event, the Customer may not file complaints or charges against the HENOTO ENTITY, until all due suspended payments are made, including payments regarding the goods made the subject of the claim.

4.4 In the event of payment by instalments of the price authorized by the HENOTO ENTITY, the failure to pay even one instalment will result in the forfeiture of the benefit of the term ex Article 1186 CC, with the right of the HENOTO ENTITY to demand the immediate payment of the entire outstanding debt, including future instalments.

4.5 In the case of payment by instalment of the price authorized by the HENOTO ENTITY, the sale shall be deemed to be made with reservation of title in favour of the latter in accordance with art. 1523 of the Italian Civil Code. et seq. and therefore the Customer will acquire ownership of the goods subject to the Order/Order Confirmation only with the payment of the last instalment of the price plus interest. In case of non-compliance with also one only of the instalment payment deadlines, also pursuant to Article 4.4 above, the HENOTO ENTITY may, at its sole discretion, alternatively decide whether (i) to terminate the contract and proceed with the return of the goods subject to the Order/Order Confirmation, retaining the sums paid up to that point in time as a penalty for default, without prejudice to compensation for the greater damage or (ii)  to proceed to recover the amount of the price not yet paid.

5. Legal warranty

5.1 The HENOTO ENTITY guarantees that the Assets comply with the Order/Order Confirmation description and that are free of defects that might make them unfit for their intended use. The warranty does not cover defects caused by normal wear and tear of Assets in the case of parts subject to rapid and continuous wear and tear.

5.2 The validity of the warranty on the Assets is subject to full payment thereof. Unless otherwise agreed, the warranty is valid for 12 months from the date of delivery.

5.3 The above guarantee is intended as valid provided that the Assets have been correctly used in compliance with normal criteria of diligence and the instructions provided by the HENOTO ENTITY’s technical data sheets/catalogue, supplied by the HENOTO ENTITY, and provided that no repairs, modifications or alterations have been made without the HENOTO ENTITY’s prior written authorization.

5.4 The Customer shall verify conformity of the Assets and absence of visible defects within no more than 8 days from the date of delivery of the Assets and, in any case, before any use thereof. The Customer should report any obvious defects or faults in writing within no more than 8 days from delivery of the Asset, while hidden defects and/or operating faults (that only appear after use of the Assets) should be reported in writing within 8 days from the discovery of the defect and, in any case, within the validity of the warranty.

5.5 Claims should be submitted in writing by certified e-mail to the HENOTO ENTITY, indicating in detail the defects or non-conformities found. The Customer shall forfeit the warranty if it does not allow the HENOTO ENTITY to carry out any reasonable checks the latter may request, or if it fails to return faulty products within 10 days from date of the request. Goods for which a claim is filed may only be returned to the HENOTO ENTITY if the return is expressly approved.

5.6 If a claim is correctly filed by a customer and the Seller ascertains that the defect actually exists, the Seller, without prejudice to reimbursement of any expenses incurred to return the Assets, may, at its discretion:

– repair the defective Assets;

– send the same number of Assets of the same kind as the defective Assets, free of charge, to the Customer’s premises;

– issue a credit note, in whole or in part, in favour of the Customer for a sum equal to the value indicated on the invoice for the Assets returned. In the above cases the Seller may demand that the faulty Assets be returned, that will become the property of the Seller. Unless otherwise agreed by the Parties, all expenses relating to interventions carried out by the Seller’s technical assistance service will be paid by the same.

5.7 If the HENOTO ENTITY is not responsible for defects found on the Assets, the costs of repairs and replacement of the Assets will be charged and invoiced to the Customer. The warranty pursuant to this Article 5.7 incorporates and supersedes any other legal warranties for defects and conformity and excludes any other liability of the HENOTO ENTITY howsoever it may arise from the Assets supplied; in particular, the Customer may not file other claims for damages and in no event shall the HENOTO ENTITY be held liable for indirect or consequential damages of any kind and/or type, such as loss of profits or lost earnings.

6. Principles of conduct

6.1 The HENOTO ENTITY shall carry out the activities specified by the Order/Order Confirmation with the utmost honesty and confidentiality and in a correct and proper manner. the HENOTO ENTITY’s organizational activities shall moreover be based on the utmost care and accuracy, and shall comply in full with the laws applicable to the activities pursuant to these terms and condition of sale.

7. Customer’s obligations

7.1 The Customer shall entrust to HENOTO the supply of the Assets indicated by each Order/Order Confirmation.

7.2 The Parties agree that if the Order/Order Confirmation, event or show (hereinafter also referred to as the “Event”) made subject of these general terms and conditions of sale does not take place for reasons beyond the control of the HENOTO ENTITY, the Customer shall promptly inform the HENOTO ENTITY, and in any case, within no more than 45 days from the date of the Event and shall pay all and any expenses incurred by HENOTO ENTITY through to the notice advising that the Event has been interrupted. Should the decision to interrupt the Event be communicated after 45 days from the date of the Event, the Customer shall pay all and any costs incurred by the HENOTO ENTITY up to the time of the notice, plus a penalty equal to 30% of the cost for the realization of the full Event.

7.3 The Customer shall communicate to the HENOTO ENTITY, with prior notice of at least 90 days from the start of the Event, the main technical and logistic information, and confirmation of the project made the object of the Order/Order Confirmation. The Customer shall also ensure that the stand to be fitted out as above is made available over and equipped with all the necessary technical services (electric power, water supply, outfitting) and anything else that may be necessary to ensure that the HENOTO ENTITY may commence and complete the outfitting works according to the work plans described and attached to the Order and structured so as to ensure that the workers may execute the works without problems of any kind. Should the information requested not be provided to the HENOTO ENTITY within the specified terms, the same will assess the feasibility of the supply including any price increases that should be applied to the Customer, as a result of the higher costs caused by the organizational complexity.

7.4 The Customer agrees that the outfitting works shall be delivered by eight (8.00) of the day prior to the start of the Event, unless otherwise indicated on the Order/Order Confirmation.

8. Assembly and installation

8.1 The instructions for assembly and installation of the Assets are described by the chapters on Assembly – Transport – Logistics of the Order/Order Confirmation.

8.2 If the Customer requests assembly and/or installation of the Assets, HENOTO ENTITY is hereby authorized by the Customer to use third-party suppliers, who, in any case, will act under the complete responsibility of the HENOTO ENTITY.

8.3 If the Customer requests assembly and/or installation, the Customer shall: ensure that there is nothing in the work areas in question that may impede or obstruct the execution of the subject matter of the supply by the HENOTO ENTITY; ensure adequate protection of the existing flooring present at the time of delivery and assembly of the subject matter of the supply (unless the HENOTO ENTITY is expressly asked to provide such protection, and in this case the HENOTO ENTITY will charge the relevant cost to the customer, without prejudice to the fact that the HENOTO ENTITY cannot be held liable for any reason whatsoever for any accidental damage to the Customer’s flooring and property during delivery and assembly of the items made subject of the supply); ensure adequate protection of the furnishings and anything else present at the place of assembly; confirm that it is prepared to carry out a preliminary inspection of the area or, should this be refused, expressly guarantee that the place in question is suitable for assembly/installation.

8.4 Upon completion of assembly and/or installation, the Customer will verify together with the contact persons/representatives of the HENOTO ENTITY the services provided, signing an inspection report. If no problems are reported by the Customer, signing the report is intended as acceptance of the assembly and/or installation.

9. Additional outfitting works requested by the Customer; verification of conformity

9.1 The Customer may only use the items indicated on each Order/Order Confirmation.

9.2 Should any works or services or customizations not included in the Order/Order Confirmation be requested by the Customer, a cost estimate will be drawn up by the HENOTO ENTITY, which should be signed for acceptance. This cost estimate shall in any case be accepted within 24 hours from receipt of the estimate.

9.3 Proper execution of works or services or customizations shall be checked together by the Parties no later than 8.00 p.m. on the day prior to the commencement of the Event.

9.4 The Parties shall communicate the results of this verification according to the contents of the test report.

9.5 If the Customer ascertains any non-compliance with respect to the HENOTO ENTITY’s obligations as provided by this agreement and promptly reports them, the Parties shall organize a meeting immediately to assess the situation during which the various problems will be discussed. After discussing the situation, the Parties will draw up the minutes of the meeting containing all the comments and also the economic value of the non-conformity assessed by the Parties. The economic value of the non-conformity reported is the only economic claim that the Customer may make against the HENOTO ENTITY, for the service interruption in question. If no comments are received, the works and services are intended as accepted.

10. Personnel

10.1 The Customer will entrust the assembly and/or installation of the Assets to the HENOTO ENTITY that shall carry out such works either through its own company, or using personnel not employed by its company, provided that the use of such personnel complies in full with all applicable laws and regulations.

10.2 The HENOTO ENTITY will be directly responsible without limitation with respect to the Customer and any of its assignees (e.g. Customer’s principal, Ente Fieristico, Exhibitors, Visitors, etc.) for the conduct of such external collaborators.

10.3 The HENOTO ENTITY moreover hereby undertakes to hold the Customer harmless from any prejudicial consequences (claims for damages, taxes, matters involving labor law or other consequences) deriving from the use of such external personnel.

11. Duration

11.1 This general term and condition of sale shall be valid solely for the sale object of each Order/Order Confirmation.

12. Supervening impossibility – force majeure – effects

12.1 A circumstance of force majeure is intended as an event or circumstance (hereinafter “Event of Force Majeure”) that prevents fulfilment of one or more contractual obligations, if and insofar it is demonstrated:

• that the impediment is beyond its reasonable control; and
• that could not have reasonably been foreseen when the Sale Agreement was signed; and
• that the effects of the impediment could not have reasonably been avoided or resolved.

12.2 The conditions provided by (a), (b) and (c) above -are intended as fulfilled, unless otherwise demonstrated, in the case of the following events: war (whether declared or not), invasions, foreign enemies, large-scale military mobilization on the national or international territory; civil wars, riots and/or revolutions, insurrections, acts of terrorism, sabotage or piracy; embargoes; the need to comply with any government law or order, including temporary and/or supervening events, even as a result of events already known, expropriation, requisition, nationalization; plagues, epidemics, pandemics, acts of God or extreme serious natural disasters in general; explosions, fire, destruction of equipment, prolonged disruption of transport including serious road, air, sea, telecommunications, IT system and energy accidents, boycotting, strikes or occupation of buildings.

12.3 In the case of an Event of Force Majeure, the HENOTO ENTITY will be released from the obligation of complying with its contractual obligations and from any liability for damages or any remedy for breach of contract, starting from when the impediment in question prevents fulfilment.

12.4 If, as a result of an Event of Force Majeure, it is necessary to postpone delivery, HENOTO will withhold any sums already received as advance payment – without guaranteeing the need to update prices and shipping rates.

12.5 If, as a result of an Event of Force Majeure, it should be necessary to cancel the Order, all and any costs the HENOTO ENTITY has incurred through to cancellation of the Order due to the Event of Force Majeure shall be paid in full.

12.6 In the case of an Event of Force Majeure, the Customer shall be released from the obligation of complying with its contractual obligations and from any liability for damages or any remedy for breach of contract, starting from when the impediment prevents performance, provided that the HENOTO ENTITY is duly informed of such Event of Force Majeure without delay. If the Event of Force Majeure is not notified promptly, the Party will be released from its obligations when the notice reaches the other Party, which may suspend fulfilment of its obligations from the date of such notice, without prejudice to the provisions of Article 9.5 above.

13. Data protection.

13.1 Buyer’s personal data will  be  processed  by  the HENOTO ENTITY,  as data controller, in compliance  with  the  provisions  of  EU  Regulation 679/2016 (GDPR). Our Privacy Police is published and may be read the HENOTO ENTITY’s website at the following web address: https://www.henoto.com/legal/privacy

14. Applicable Law – ICC Arbitration Clause

14.1 Each Sale Agreement shall be governed by Italian Law.

14.2 All disputes arising out of or in connection with each Sale Agreement shall be submitted to the International Court of Arbitration of the International Chamber of Commerce – ICC, with Headquarters at 33-43 avenue du Président Wilson – 75116 Paris, France, and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (published at the following website address: www.iccwbo.org/publication/arbitration-rules-and-mediation-rules), which the Parties declare to know and approve, by one or more arbitrators appointed in accordance with the said Rules; The Arbitral Tribunal, appointed according to said Rules, will apply to the merits of the dispute the substantive Italian Law.

15. Intellectual Property Ownership and Retained Rights

15.1 The Customer hereby declares and acknowledges that all intellectual and industrial property rights (including, by way of example but not limited to, copyrights, patents, trademarks, know-how, trade secrets—whether or not registered or recorded in public registers) relating to any designs, drawings, sketches, models, renderings, technical specifications, documentation, electrical diagrams, software, and any other creative or technical materials (hereinafter collectively referred to as the “Design Materials”) developed and provided by the Contractor—whether included in quotations, orders, or in the execution of the installation—shall remain the full and exclusive property of the Contractor.

15.2 Upon delivery of the installation, the Contractor grants the Customer a non-exclusive, non-transferable license to use the Design Materials solely for the purpose of enjoying the exhibition setup for the specific event for which it was commissioned. This license shall in no case include the right to reproduce, modify, reuse (even partially), transfer to third parties, or use the Design Materials for the realization of additional installations or structures, whether for future events or for locations other than the specific exhibition.

15.3 The Customer undertakes not to copy, reproduce, cause to be reproduced, disclose, or otherwise exploit the Design Materials in any form or manner without the Contractor’s prior written authorization. Any unauthorized use of the Design Materials by the Customer or by third parties to whom the Customer has granted access shall constitute a material breach of contract and an infringement of the Contractor’s intellectual property rights, without prejudice to any and all legal actions available to the Contractor.

16. Use of Images – Client’s Logo

16.1 The Client authorizes the Contractor to reproduce, publish, and distribute, free of charge and without time limitation, images (photographic or video reproductions) related to the setup covered by the contract, including – if applicable – the Client’s logo displayed on the setup.

The Contractor declares that the use of the above-mentioned materials will be exclusively for communication, promotion, and marketing purposes, including advertising campaigns, exhibitions, and the sale of services related to the setup, through the following channels: the Contractor’s website, the Contractor’s portal with the application of its own AI model for graphic and aesthetic modifications, portfolio, catalogs, promotional materials, social media, press releases, and any other promotional or commercial medium, whether printed or digital.  The images may also be used and/or transferred to third parties involved in activities related to the aforementioned purposes, in compliance with applicable legal provisions.

The Contractor undertakes not to associate the images of the setups referred to in this article with recognizable faces of individuals, except in compliance with Article 9 of EU Regulation No. 679/2016 (GDPR).