Terms of Delivery

1. SUPPLIER’S SERVICES
Supplier provides in-house project management, stand design, graphic and marketing materials, exhibiting expertise and strategy planning, as well as construction coordination, other needed vendors and value-added services related to exhibiting, to help our customers achieve their international exhibition goals.

2. THE CLIENT
The term ‘client’ here refers to any legal entity or natural person who has placed an order for a service with the Supplier based on the Supplier tender, or whose order the Supplier has otherwise accepted.
The Supplier, at its discretion, choose its clients or set conditions on the client relationship.

3. SECONDARY CLIENT
A Client’s partner (such as a subsidiary company) may, with the Supplier’s consent, partake in the Service with or instead of the actual Client. The conditions given in this document also apply to such secondary Clients; however, the primary Client always remains liable for the secondary Client’s payment and adherence to sales conditions and is responsible for forwarding all conditions and instructions concerning the service to the secondary Client.

4. PLANNING THE SERVICE
The Supplier is responsible for planning and carrying out the Service according to the plan outlined in the Tender. The Client’s views will be considered, where possible, in planning the Service. The Client commits to providing any information necessary in planning the Service, on both its own and any secondary Client’s behalf, and to following the Service plan.

5. PRELIMINARY INFORMATION PROVIDED BY THE SUPPLIER
The Supplier will provide all the preliminary information concerning the Service without liability. This also applies to the cost estimate, unless otherwise stated. It is the Supplier’s duty to inform the Client of any changes to the cost estimate.
All specifications, descriptions, drawings, designs, measures or other information provided by the Supplier in relation to the Service and/or Goods are approximate and in relation thereto, the Supplier reserves the right to incorporate modifications or amendments in Service subject to the consent of the Client, such consent not to be unreasonably withheld.

6. THE TENDER
The content of the Service and any special conditions, different from those given in this document, are outlined in the Supplier’s service-specific Tender. The conditions given in the Tender take precedence over the conditions given in this document as well as over the Service-specific special conditions mentioned in section 19 below.

Unless specifically provided by way of sale, all Goods used or supplied by the Supplier in connection with the Service, are on rental basis only to the Client. The Client shall indemnify the Supplier against all loss of and/or damage to the hired Goods unless caused by the negligent act of the Supplier. The Client shall keep hired Goods in his possession, and/or under his control, at all times and shall not remove them from the place where they are installed by the Supplier without the latter’s prior written consent.

7. THE ORDER
The client will place an order for the service by the means indicated by the Supplier by the deadline date. The Supplier has the right to accept orders placed after the deadline but is not obligated to do so.

8. CLIENT INFORMATION REQUIRED BY THE SUPPLIER
The client must provide any information the Supplier may require in planning and reporting on the service.
The client commits to informing the Supplier of the goals it has set for the service upon request, and to following up with a post-completion Customer Satisfaction Inquiry, designated to improve the results and effectiveness of the supplier’s operations.

9. THE CONTRACT
A contract is established between the Supplier and the Client when the Supplier has received the Client’s order and has responded with a confirmation of the Order. However, if the Supplier has approached the Client with a written Tender, a Contract is established when the Client accepts the Tender in writing, including e-mail and other electronic forms of written confirmation. Unless otherwise stated or agreed with the Supplier in writing, all orders are final without a right for the Client to cancel or terminate the Contract, Service or an order.
Any typographical or clerical error or omission in any Tender, price list, acceptance, invoice or other such document issued by the Supplier shall be subject to correction without any liability on the part of the Supplier.

The Supplier shall have and retain the property, copyright, design right and all the other intellectual or industrial property rights in all know-how, trade secrets, trademarks, service marks, drawings, designs, plans, models, specifications and/or estimates prepared by the Supplier. If the Client uses or allows any third party to use any design or other intellectual property rights of the Supplier provided as a part of the Service other than as contemplated under the Contract, the Client will, without prejudice to any other remedy available to the Supplier, pay the Supplier of the Service.

10. COMPENSATION AND CANCELLATIONS
The Supplier has the right to revoke a Contract, if the Service is cancelled or show dates postponed, for reasons beyond the Supplier’s control, if the Supplier considers registration too low, or if registration needs to be limited. the Supplier is obligated to inform the Client immediately as such circumstances arise. The Supplier is not obligated to pay the Client compensation for having revoked the Contract.
Should the Service be cancelled, the Supplier will reimburse the Client all payments already made, less any expenses, losses and damages (including for example space rental, stand design and construction, registration fees, travel and accommodation, marketing strategy – and materials, possible sub-contracting fees, the Supplier’s labor, loss of profit, claims, actions, damages, charges and expenses) incurred to date during service production.
If the Show Organizer postpones the show dates, the Contract is not automatically cancelled, however, the Supplier has the right to revoke the Contract. The Supplier is not obligated to pay the Client compensation for having revoked the Contract.
The Client may not cancel a Contract unless the Supplier agrees in writing and then on the terms that the Client shall indemnify the Supplier in full against all loss (including for example space rental, registration fees, stand design and construction, travel and accommodation, marketing strategy – and materials, possible sub-contracting fees, the Supplier’s labour, loss of profit, claims, actions, damages, charges and expenses) incurred by the Supplier as a result of cancellation.
The Client or the Supplier must cancel the order or revoke the Contract in writing.

11. SERVICE PRICE
The Client is liable for the Service costs stated in the Contract or otherwise separately agreed upon. Additionally, the Client is liable for any Client-specific separate costs they incur.

The Supplier reserves the right by giving notice to the Client at any time before the completion of the Service to increase the price of the applicable Contract in the following circumstances:
– When the additional work is performed at the Client’s request; and/or
– to reflect any increase in the cost to the Supplier which is due to any factor beyond the Supplier’s control (such as without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, increase of the cost of labour, materials and other costs of performance) or any failure of the Client to give the Supplier adequate information or instructions.

12. TAXES
The Supplier has the right to invoice the Client for any value-added tax or equivalent tax or fee, regardless of name, that it has to pay on any of the Services outlined in the Contract. Prices are without any taxes, levies, imposts, duties, fees or charges all of which shall be paid by the Client.

13. CHANGES IN THE EXCHANGE RATE
Should subcontracting or other costs related to the Service increase, compared with the price level of the order, due to changes in the exchange rate or the subcontractor’s unilateral price increase, the Supplier has a right to invoice the Client for all the extra expense incurred, in addition to the price tendered. The supplier has the right to invoice the additional costs before or after the show.

14. INVOICING
The Client commits to paying the price of the Service according to the Supplier’s invoice by the deadline mentioned in the Tender or otherwise announced by the Supplier.
The Supplier invoices the Client immediately upon establishing the Contract for fifty (50) percent of the total invoice or at least thousand euros (1 000) as advance payment unless otherwise agreed in writing with the Supplier. If the Contract is established less than four (4) months prior to the date the Service is carried out, the Supplier invoices the Client immediately for eighty (80) percent of the total invoice. If the value of the order is less than a thousand (1 000) euros, the Supplier invoices the full amount after the Contract has been established. The Supplier has the right to invoice the Client on agreed purchases, according to the Contract or agreed upon in any other way in writing with the Client, (i.e. space rental) once the expenses have occurred.
The Client is liable to pay all invoices issued by the Supplier relating to the Service before the date the Service is carried out. If the Service is not paid, the Supplier reserves the right to deny the Client the Service. In the case when outstanding invoices are not paid before the start of the show, access to the Client’s stand can not be granted until the outstanding invoices have been paid in full.
If the Client directly pays the Third-party supplier invoices, such as technical orders, the Supplier is not responsible for any unpaid invoices, delays, additional fees, quality or lack of third-party services resulting from outsourced orders.
The Supplier charges separate joint and company-related costs, which occur during or after the event, immediately following the event.
The Supplier has the right to charge an eight (8) percent annual interest on overdue payments.
The Supplier will include a service fee per each issued invoice.

15. SPECIAL CONDITIONS SET BY THE SUPPLIER
The Client must follow the written or oral instructions, intended to aid in successfully carrying out the service, given by the Supplier or its representative.
The Client commits to adhering to the rules of participation as defined by the Organizer of the Event.
The Client is responsible for ensuring that its activities or representatives do not jeopardize the success of other clients of the Supplier or the Service. In such cases, the Supplier has the right to revoke the Contract and invoice the Client for expenses incurred.
The Supplier retains all rights to any recording of the Client’s stand as made by the Supplier. The Supplier reserves the right to publish as its own reference any recording of a stand it has designed or otherwise produced for the Client.
The Supplier is under no circumstances responsible for the designs or actions caused by other participating companies or event staff. In addition, the Supplier is not liable for any delays or costs caused by other service providers.
If the Supplier provides space booking service, only the Supplier selected, qualified, and appointed stand constructors and coordination service vendors are permitted. For requests to use another provider of these services, a separate written agreement must be made.

16. PACKING, TRANSPORT AND ASSEMBLY
Unless the Supplier and the Client have previously agreed to cooperate in any packing, transport and assembly of Client´s own materials that may be required, the Client is responsible for packing, transporting, assembling and removing the material needed in the service at its own expense. Should the Client fail to remove the material from the site of the event, the Supplier has the right to undertake the removal at the Client’s expense and risk.

17. INSURANCE
The Client is responsible for obtaining insurance for its representatives in the event, its material, and the abovementioned processes of packing, transport and assembly.
The Client is liable for any accidents and losses taking place during the planning of the Service, the event itself, and dismantling. Any insurance arrangements must be made by the Client.

18. DEVIATION FROM THE SUPPLY CONDITIONS
The Supplier’s written consent is required for any departure from the supply conditions outlined in this document. The Supplier may apply service-specific special conditions different from these general conditions. In such cases, the Supplier is obligated to inform the client of the service-specific special conditions before the Contract is established.

19. OTHER LIABILITIES
The Supplier will carry out the Service in accordance with the Contract. However, the Supplier is not responsible for the accuracy of the information presented in information products.
The Supplier’s liability is in all cases limited to the payments made to it by the Client.
The Supplier is under no circumstances liable for any indirect or mediated damage caused to the Client.
Any claims against the Supplier must be presented within a month of the completion or termination of the Service.
The Supplier and the event Organizer reserve the right at any time to make such alterations in the floor plan of the event or in the specification for the Client’s stand as, at its discretion, it considers to be in the best interest of the Event, including without limitation, altering the size, shape or position of the space. If the space is thereby reduced, there shall be a pro rata reduction in the fees charged by the Organizer. In such case, Supplier has the right to revoke the Contract. Wulff Entre is not obligated to pay the Client compensation for having revoked the contract.

20. TRANSFERRING A CONTRACT
The Client may not transfer its rights and liabilities under the Contract to an outside party without the Supplier’s written consent.

21. FORCE MAJEURE
“Force Majeure” means any event that is beyond the control of the Client and Supplier and which, cannot be averted despite the utmost reasonable care, and which makes it impossible or excessively difficult for the Supplier or a third party involved by it to fulfil their obligations under the Contract or, to provide the Services owed, whether they are to take place at the Venue, en route to the Venue or outside the Venue. Such event may be, without limitation, war, civil unrest, terrorism, strike, natural catastrophe, storm, flood, epidemic, pandemic or embargo.
The parties agree that general or travel warnings issued by private or public bodies, which, for whatever reason, assume a certain risk situation, are not to be classified as Force Majeure. In case of such warnings, Force Majeure shall be deemed to exist only if an authority with sovereign authority over the Venue has officially cancelled or prohibited the event or trade show at the Venue. The cancellation or postponement of an Event or trade fair by an Organizer is equivalent to the cancellation or prohibition by a public authority.
Performance of the Contract Service in case of Force Majeure
In case of Force Majeure as defined above, the following shall apply: Each party undertakes to notify the other Party as soon as possible of an event, which constitutes Force Majeure. From the time of receipt of the notification, the Supplier shall be released from any obligation arising from the Contract as well as compensation of any kind and all losses, costs, damages or expenses incurred to the Client as a result of the release of these contractual obligations. The Supplier is entitled to charge the Client for any documented costs incurred in connection with performance of the Contract Service between the date of the conclusion of the Contract Service and the time of the notification, plus a reasonable profit margin.
The Party invoking Force Majeure bears the burden of proof regarding the existence of Force Majeure. If the Existence of Force Majeure has not been evidenced, the Contract shall remain in full force and effect.

22. DISPUTES AND LEGAL RECOURSE
Any disagreements between the Supplier and the Client concerning the service will be settled by arbitration pursued with the Chamber of Commerce in Helsinki. Finnish law will be applied to the contract.