General Terms and Conditions of sales

1. Preamble

These general terms and conditions are offered by the company R2 STAND & EVENT LYON, a SAS (Simplified Joint-Stock Company) registered with the Lyon Trade and Companies Register under number 942 820 796, having its registered office at 23 rue de Genève 69006 LYON France, and represented by its current manager (hereinafter referred to as “R2 STAND & EVENT LYON”).

The general terms and conditions described below detail the rights and obligations of R2 STAND & EVENT LYON and its client within the framework of their commercial relations.

Any service performed by R2 STAND & EVENT LYON therefore implies the unreserved acceptance by the Client of these contractual general terms and conditions.

2. Request for Study

Any study request from the Client will give rise to the establishment by R2 STAND & EVENT LYON of a commercial and technical proposal which will be accompanied by one or two quotes.

This proposal may include:

• A stand design proposal;
• A proposal for additional services (catering, security, hosts/hostesses, entertainment on the stand, etc., this list being non-exhaustive).

Each proposal is subject to a separate quote.

These proposals and the corresponding quotes are subject to amendment by R2 STAND & EVENT LYON upon the express request of the Client.

R2 STAND & EVENT LYON reserves the right to refuse modification requests from the Client once it considers the Client sufficiently informed to make their decision to contract or not.

3. Regulatory Compliance and Specific Organizer Requirements

The offers and technical studies carried out by R2 STAND & EVENT LYON are established in strict compliance with the French regulations in force applicable to Establishments Open to the Public (ERP) and demountable structures, in accordance with the provisions of the Construction and Housing Code, the decree of June 25, 1980, and the decree of July 25, 2022.

It is expressly agreed that any technical, structural, or administrative requirement imposed by the exhibition organizer, the site manager, or an event regulation, which would exceed the strict French regulatory framework mentioned above (so-called “supra-regulatory” requirements), are not included in the initial offer.

The following are notably considered as additional services not included:

• The production of specific calculation notes or imposed formats not provided for by French regulations;
• The intervention of inspection offices or accredited bodies imposed by the organizer while the regulations allow recourse to a competent technician;
• The provision of attestations or certifications based on foreign standards.

Bringing the stand into compliance with these specific requirements will be the subject of a supplementary quote submitted for the Client’s acceptance.

In the event of the Client’s refusal to cover these additional costs, R2 STAND & EVENT LYON cannot be held liable for any refusal of validation or opening of the stand pronounced by the organizer based on these extra-legal requirements.

4. Order Validation

When the Client is satisfied with the proposal(s) transmitted by R2 STAND & EVENT LYON, they are required to return the corresponding quote(s) to R2 STAND & EVENT LYON, signed by hand, dated, stamped with the company stamp, and indicating the mention “Bon pour accord” (Agreed and Accepted).

The signature of the quote(s) constitutes acceptance by the Client of these contractual terms and conditions.

By their signature, the Client also gives their agreement to all the contractual conditions mentioned in the quote or quotes, namely:

• Detail of the services proposed by R2 STAND & EVENT LYON;
• Detail of the elements composing the stand, it being understood that, unless otherwise stated, all elements made available to the Client are rented to them. Any element sold to the Client will be expressly indicated;
• Detail of the price of services excluding tax (HT) and the global price excluding tax (HT) and including tax (TTC);
• Payment terms and duration of the offer’s validity.

The signature of the quote constitutes the definitive agreement of the Client on all of these points.

Any modification of the mission or request for additional service will be the subject of a separate quote which must be accepted and signed by the Client.

5. Validity Duration of the Offer

Each quote transmitted to the Client has the value of a contract offer. This offer is subject to a validity duration specified to the Client on the quote itself next to the indication “Validity of the offer”.

Upon expiration of the period indicated on the quote, the offer proposed by R2 STAND & EVENT LYON becomes void. In the case of late acceptance of the offer by the Client, the service defined in the quote can only be ensured in the event of express acceptance by R2 STAND & EVENT LYON, which reserves the right to refuse the Client’s request or to modify the conditions of execution.

6. Conditions for Order Cancellation by the Client

In the event of cancellation of the order by the Client after signature of the quote (for whatever reason, including the cancellation of the exhibition by the organizer or by administrative decision, force majeure, etc.), the full payment of the price will be due to R2 STAND & EVENT LYON, it being up to the Client to seek compensation for their potential prejudice from the responsible third party.

7. Delivery – Transfer of Risks

Delivery will be deemed effected upon the handover to the Client by R2 STAND & EVENT LYON of the delivery note. By delivery note, it is meant the contractual document established and presented to the Client by R2 STAND & EVENT LYON.

Upon receipt of their order, the Client is required to ensure the conformity of the order and the good condition of all elements handed over to them and to sign the delivery note.

In the event that the Client observes a lack of conformity of the delivered order, they are required to mention it on the delivery note detailing the nature of their reservations, which they must confirm to R2 STAND & EVENT LYON, by email, within twenty-four (24) hours of delivery. Failing this, no claim can be taken into consideration by R2 STAND & EVENT LYON.

In the case of reservations regularly reported during delivery according to the terms defined above, R2 STAND & EVENT LYON undertakes to replace or repair any defective element delivered to the Client and to bear the costs related to the replacement or repair of a defective product.

The Client undertakes to use the rented Products in accordance with their usual destination and to provide the maintenance necessary for their preservation. R2 STAND & EVENT LYON undertakes to communicate to the Client the recommendations necessary for the proper use of the elements made available to them.

The Client expressly acknowledges that they become the custodian of the elements made available to them as of their delivery and that they will be, as of this date, considered civilly liable for the products made available to them. The risks of loss, theft, or deterioration of the products are also transferred to them as of delivery and the signature of the delivery note.

The risks will only be transferred back to R2 STAND & EVENT LYON at the time of the dismantling of the stand, it being understood that the Client is required to wait for the arrival of the dismantling teams and that R2 STAND & EVENT LYON cannot, under any circumstances, be held liable for damage occurring before the arrival of its teams.

8. Storage

At the request of the Client, R2 STAND & EVENT LYON is able to organize the storage of the elements composing the stand and sold to the Client for subsequent reuse.

However, in such a hypothesis, it is expressly recognized by the Client that this service is provided by a service provider external to R2 STAND & EVENT LYON, which cannot, under any circumstances, be considered as the custodian of the stored elements.

In the event of theft, loss, or deterioration of the stored objects, the liability of R2 STAND & EVENT LYON cannot therefore be engaged. Any action brought by the Client must, consequently, be directly brought against the provider in charge of storage without R2 STAND & EVENT LYON even being able to be joined as a guarantor in the case.

9. Insurance

The Client is required to take out all insurance useful for the exercise of their activity and notably relating to all products made available to them and of which they are the custodian throughout the duration of the exhibition, from delivery to the dismantling of the stand.

10. Price and Payment Conditions

10.1 Price

Unless expressly stated otherwise, all prices appearing on the quotes are expressed in Euros and excluding taxes.

It is expressly agreed between the parties that the rates applied at the time of placing the order are binding only for the order placed and that they cannot bind R2 STAND & EVENT LYON beyond that order.

It should be noted that only Clients domiciled in France are liable for VAT payments.

10.2 Invoice

The invoice from R2 STAND & EVENT LYON is sent to the Client upon receipt of the signed quote. This summary invoice mentions notably the amount of the service and recalls the conditions and deadlines for payment.

Failing specific mentions appearing on the quote and the invoice, payment of the order must occur: half upon receipt of the invoice, 40% 21 days before the opening date of the exhibition, and 10% within thirty days following the end of the exhibition.

In the absence of payment by the contractually fixed due dates, R2 STAND & EVENT LYON reserves the right not to honor the services detailed in the quote.

Any claim relating to invoices must be made to R2 STAND & EVENT LYON in writing within eight (8) days from the receipt of the invoice. Failing this, no subsequent claim can be taken into consideration.

10.3 Late Payment Interest and Penalty Clause

Any amount not paid by the due date bears interest by right and without obligation of formal notice at the rate defined in Article L 441-10 of the Commercial Code.

In accordance with Articles L441-10 and D. 441-5 of the Commercial Code, any late payment entails by right, in addition to late penalties, an obligation for the debtor to pay a lump sum indemnity of €40 for recovery costs.

Finally, failing payment within 15 days of a formal notice remaining unsuccessful, the Client will pay, in addition to the said interest, as a penalty clause, a lump sum indemnity equal to 15% of the unpaid amount with a minimum amount of 150 Euros.

Failure to pay a due date entails by right the immediate exigibility of all subsequent due dates, by forfeiture of the term. R2 STAND & EVENT LYON may claim from the Client at any time any security it deems necessary to guarantee the payment of its service.

In case of refusal by the Client to provide said security, R2 STAND & EVENT LYON may suspend the execution of its own obligations and/or terminate its collaboration with the Client.

11. Retention of Title

The Products sold to the Client remain the property of R2 STAND & EVENT LYON until full payment of the order price, including interest, costs, and accessories. Regardless of the duration of their rental, rented Products naturally remain the property of R2 STAND & EVENT LYON or the rental provider.

In case of non-return of rented Products at the end of the rental period, R2 STAND & EVENT LYON will invoice the client for the price equivalent to their replacement.

12. Force Majeure

R2 STAND & EVENT LYON incurs no liability if it is unable to fulfill its obligations due to a case of force majeure.

It will not be required to refund any deposit or price paid by the Client.

13. Design and Intellectual Property

By express agreement between the parties, graphic and/or electronic representations in the catalog or stand presentation (illustrations and/or color charts and/or photographs) presenting products and/or services have no contractual value.

However, the Client expressly acknowledges that the designs communicated to them by R2 STAND & EVENT LYON constitute a work of the mind protected by copyright and that any reproduction or representation, even partial, of these designs, outside the authorization granted by R2 STAND & EVENT LYON is illicit and constitutes infringement.

The Client gives their agreement for photos of the stands, designs, and 3D views produced by R2 STAND & EVENT LYON to be published by R2 STAND & EVENT LYON for self-promotion/marketing/commercial purposes, by R2 STAND & EVENT LYON, on its website, its social networks, and its presentation documents such as brochures.

14. Early Termination

Any ongoing contract may be terminated by R2 STAND & EVENT LYON without judicial intervention and after compliance with a notice period of fifteen (15) days notified to the Client by registered letter with acknowledgment of receipt in the event of non-compliance by the Client with their contractual obligations and notably their payment obligations.

Any termination occurring under this article renders all receivables due or to fall due owed by the Client to R2 STAND & EVENT LYON immediately payable.

R2 STAND & EVENT LYON reserves the right to demand compensation for any prejudice it may have suffered due to early termination attributable to the Client.

15. Term of Contract

Apart from the hypothesis of early termination referred to in Article 14 above, any contract between R2 STAND & EVENT LYON and the Client ends at the normal term provided between the parties, which is either the full payment of the purchased Product or the end of the rental of the rented Product.

16. Disputes – Applicable Law

These general terms and conditions are exclusively governed by French law.

Any dispute, of whatever nature, as well as any contestation relating to the formation or execution of the order, as well as to the formation, execution, and interpretation of these presents which could not be resolved amicably, will be submitted to the Courts of Paris.