GENERAL TERMS AND CONDITIONS OF THE COMPANY SOS exhibition solutions Ltd.
FOR CONSTRUCTION AND RENTAL OF EXHIBITION STANDS
NR. 1/2025 FROM APRIL 5th 2025
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1. General |
| These GENERAL TERMS AND CONDITIONS (hereinafter referred to as: GT&C) stipulate rights and obligations between the exhibitor and the company SOS exhibition solutions Ltd., Poslovna cona Žeje pri Komendi, Pod Gabri 17, 1218 Komenda, Slovenia (hereinafter referred to as: The Constructor). By accepting an offer, concluding a contract, submitting an order or on the basis of any other communication between the parties resulting in ordering of a construction and rental of an exhibition stand, the exhibitor confirms the acceptance of these GT&C and their content as provided in the following Articles. These GT&C prevail over any and all general terms and condition from the exhibitor, if not otherwise agreed by both parties in written form. |
| 2. Validity of the offer |
| The Constructor’s written offer is informative and is therefore not binding for the Constructor. If the exhibitor confirms the acceptance of the offer with his signature and return signed copy of the offer to the Constructor on time, the latter is bound by the terms and conditions of the offer only, if he subsequently confirms res. sign it as well and inform the exhibitor about his confirmation by providing him with mutually confirmed offer. The Constructor's notice to the exhibitor of the mutually confirmed offer shall be deemed as the conclusion of the contract for the rent of the exhibition stand. |
| 3. Price |
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All prices are net and are exclusive of value added tax (i.e. VAT). Price includes delivery of the exhibition stand to the
exhibition venue and return delivery of the exhibition stand from the exhibition venue, assembly and disassembly of the
agreed exhibition stand, renting of the exhibition stand and equipment for the agreed rent period (all services
hereinafter collectively also referred to as: The rental of the exhibition stand). However, deliveries outside of the agreed
exhibition venue and to countries requiring custom control are subject to special terms on a case by case basis. In the
event that the Constructor is required to pay any public duties/fees in the respective country (e.g. Switzerland, England,
etc.), the exhibitor is obliged to reimburse them to the Constructor upon submission of payment certificates, and
therefore such public duties/fees are not included in the offered prices for rental of the exhibition stand. Prices do not
include electrical and water connections, electricity and water consumption costs, decoration, initial and daily cleaning
of the exhibition stand and pertaining area under it, costs for the usage of suspensions from the hall ceiling for fixation of
the parts of exhibition stand, rental of forklift truck or other vehicle needed for delivery of exhibits of the exhibitor, costs,
charges, duties, fees, tickets that the constructor must pay for his workers to enter the exhibition venue during the
construction of the exhibition stand, nor deposits/sureties for entry into the exhibition venue, which must be paid to the
organizer of the exhibition or to other persons/legal entities, nor any other costs, unless this is expressly agreed in writing
between the parties in the accepted offer, concluded contract or in another mutually concluded written document.
Prices does not include eliminations of any defects and repairs on the exhibition stand itself (e.g. replacement of the
lamp bulb, repair of TV screens, removal of wallpaper or advertising materials from the exhibition stand construction,
etc.) at the time of rent, i.e. from the moment of handover of the exhibition stand into the exhibitor's possession until the
moment of its return into the possession of Constructor. The exhibitor is obliged to reimburse the Constructor all costs
related to the elimination of the defects or repairs during the period of rental, including the costs for each Constructor’s
worker required for eliminations of any defects and repairs (i.e. time spent for the necessary work and for the trip to
exhibition, where the exhibition stand is located) that may be additionally charged at an hourly rate of EUR 50.00
(without VAT) for each Constructor’s worker. The exhibitor is solely responsible for arranging delivery, storage and
handling of his exhibits and his equipment used for exhibition stand to the exhibition venue and exhibition stand unless
otherwise agreed in written between the parties. In case exhibits and/or equipment need to be delivered to the
exhibition stand with a forklift truck or other vehicle and the Constructor arranges rental of such vehicle, the exhibitor is
obliged to pay all cost associated with such rental. Any modifications (including minor) to the agreed exhibition stand, which deviate from the agreed exhibition stand or any additional services ordered by the exhibitor, are subject to a corresponding price modification, whereby the hourly rate for work, needed to implement the modification res. additional services by the Constructor, shall be at 50,00 EUR (without VAT) per Constructor’s worker per hour. The exhibitor is at his earliest convenience obliged to inform the Constructor, if the exhibitor shall be in delay at taking over the exhibition stand from the Constructor. For each hour of delay the exhibitor shall pay to the Constructor 30,00 EUR (without VAT) per hour per Constructor’s worker waiting for the takeover of the exhibition stand. Additionally, the exhibitor is obliged to reimburse to the Constructor damage and/or any costs, which would occur as a consequence of such delay. Should the exhibitor not take over the exhibition stand, the Constructor is still entitled to claim from the exhibitor the total agreed price and any potential additional cost and/or damages that would occur. The Constructor has in connection to the reimbursement of costs for the rental of forklift truck or other vehicle needed for delivery of exhibits of the exhibitor, regardless of the prices for such costs that may be stated in the offer, the right to increase such costs, provided that he submits an invoice to the exhibitor, which prove that such costs were actually higher than those in the offer. The Constructor has the right to increase the price the for rental of the exhibition stand, if the prices for the elements on the basis of which the price for the rental of the exhibition stand was determined, have in the time period from the conclusion the contract for the rent of the exhibition stand and its fulfilment/execution increased to the extent, that the price for the rental of the exhibition stand would increase by more than two percent. In such a case, the Constructor can only claim a price difference exceeding two percent. |
| 4. Payment terms |
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a) Due date
Invoiced amounts shall be paid punctually and in accordance with the payment terms agreed in the accepted offer, concluded contract or other mutually agreed document in writing. A written confirmation of payment of the last instalment must be provided to the Constructor on the day of the handover of the exhibition stand to the exhibitor until 16.00 local time (i.e. time of the exhibition venue) at the latest, unless otherwise agreed in writing. If the full payment of the total price has not been made on time, the Constructor is entitled to reject handing over the exhibition stand to the exhibitor and is entitled to immediately disassemble the exhibition stand. All additional cost, penalties and other payments, which would occur in connection with or/and as a consequence of prematurely disassembling the exhibition stand, are to be borne by the exhibitor. Invoices for all incidental or/and additional costs shall be issued immediately after such costs occur and must be paid by the exhibitor immediately on receipt of the invoice, unless otherwise agreed in writing. All amounts payable by the exhibitor to the Constructor may be unilaterally set off by the Constructor with all and any amounts due to pay by the Constructor to the exhibitor. In case of any payment delay by the exhibitor, the penalty interest rate shall be 49% higher than the prescribed penalty interest rate. b) Default In case the exhibitor is in default with payment term of the first instalment (in full or in part) the Constructor is entitled to terminate the contract with immediate effect and without any previous default notice. The Constructor is entitled to terminate the contract with immediate effect should the exhibitor remain in default with payment terms of the following instalment(s) (in full or in part) despite one previous default notice. In case the Constructor decides to terminate the contract in accordance with previous sentences, a full amount of the first instalment (i.e. the agreed advance payment) for the rental of the exhibition stand or 20% of the agreed total price for the rental of the exhibition stand, whichever is higher, shall be charged to the exhibitor as compensation for already provided services by the Constructor (i.e. preparing design of the stand, selections of equipment for the stand, logistic planning, etc.). The Constructor is however entitled to demand from the exhibitor compensation of all damages, if damages, suffered by the Constructor as a consequence of exhibitor’s default, are higher than the full amount of the first instalment or 20% of the agreed total price for the rental of the exhibition stand. c) Method of payment All payments to be made by the exhibitor shall be made in EUROS by bank transfer direct remittance to the bank account designated by the Constructor or directly to the Constructor by cash. Payments shall be made in full, without deduction of any transfer charges or banking commissions. Any other ways of payment (checks, credit cards, etc.) are not permissible. d) Retention right by the Constructor The Constructor holds retention right for all unfulfilled obligations, resulting expenses and compensations. This applies to all exhibits and other goods located at the rented exhibition stand. The Constructor is not liable for accidental damage or loss of goods covered by the retention right and has the right to sell such goods upon written notification hereof. It is assumed that the exhibitor is the sole proprietor of the goods concerned. |
| 5. Joint and several liability |
| If several exhibitors rent an exhibition stand together, each of them is jointly and severally liable to the Constructor. The exhibitors are obliged to name a joint authorized representative and the Constructor needs only negotiate res. communicate with the latter. Notices to the named authorized representative shall be deemed to be notices to the exhibitor or all exhibitors (in the case of joint exhibition stands). |
| 6. Ownership, permitted use of the exhibition stand, liability and insurance |
| The exhibition stand and equipment are available and rented to the exhibitor only for the duration of the exhibition, unless otherwise agreed in writing. The exhibition stand and equipment remain the sole property of the Constructor and is not subject to seizure. It can be used only for the intended purpose. Any different or extended use is not permitted. It is prohibited to transfer the exhibition stand and equipment to any other location. Failure to adhere to the obligation will result in the exhibitor accepting all liability. The exhibitor is not authorized to sublet the exhibition stand or otherwise relinquish it to third parties, in whole or in part, without a prior written consent of the Constructor. Nor is it entitled to display advertising material for third parties or to give or arrange presentations for third parties at the exhibition stand without such consent. Unauthorized subletting or transfer of the exhibition stand to a third party shall result in a surcharge of 50% being applied to the agreed price to be paid by the exhibitor as a contractual penalty, provided the Constructor has not requested the subtenant to vacate the exhibition stand. During the rental period the exhibitor is solely liable for the exhibition stand and equipment. The exhibitor's liability will begin upon handing over the exhibition stand and the equipment and will end with the collection of the exhibition stand and the equipment by the Constructor. These terms apply even if the stand is unmanned. The exhibitor is obliged to use the exhibition stand with the diligence of a good expert and is prohibited from performing any installations, mountings or other modification to the exhibition stand, which would result in damage to the exhibition stand (e.g. drilling of holes into the exhibition stand, bill posting, which would result in damage to the exhibition stand, etc.). The exhibitor is liable for any kind of damage or theft of the exhibition stand and/or equipment. The exhibitor is obligated to immediately report to the Constructor any damage to the exhibition stand and equipment caused by the exhibitor or a third party. This also applies in the case of theft. The exhibitor is also obliged to immediately report to the Constructor of any defects pertaining the execution of the exhibition stand (e.g. removal of wallpaper or advertising materials from the construction, etc.) or of technical defects (e.g. lamp and screen failures, etc.). The exhibition stand and equipment are not insured. It is the responsibility of the exhibitor to provide an appropriate insurance for the total rental period. The Constructor is not liable for any kind of damage or theft of the exhibitor’s exhibits before, during or after the agreed rent period of the exhibition stand. The Constructor is also not liable to the exhibitor for any defects on the exhibition stand (e.g. peeling off/removal of graphics, pictures, glued joints, etc.), if the minimum air temperature at the exhibition venue during the construction and during the exhibition is not at least 15⁰C, unless otherwise agreed in writing. The Constructor shall not store any packaging materials of the exhibitor’s exhibits, unless otherwise is agreed in writing. In case of packaging of the exhibitor’s exhibits by the Constructor, the Constructor shall not be liable for any kind of damage to the exhibits, which would occur as a consequence of packaging or during the transport of the exhibits. The Constructor is not liable for any kind of damage or theft, which would occur at transport of the exhibitor’s exhibits. The Constructor is also not liable for additional services (electricity, water, usage of hanging points/suspensions from the hall ceiling for fixation of the parts of exhibition stand, cleaning of the exhibition stand) and defects in this regard, if such additional services have been ordered for the exhibitor at the exhibition venue. The exhibitor is obliged to inspect such additional services himself and additionally check whether they meet/fulfil exhibitor's requirements. The exhibition stand and equipment should be prepared for collection by the Constructor (including shelves, TV screens etc., meaning that the exhibitor has to remove all his equipment and exhibition material on time from the rented exhibition stand and enable for the Constructor to freely access to the exhibition stand and equipment) on the agreed collection date or on the end of the agreed rent period. In the event the equipment stand and equipment are not available for collection on collection day, the exhibitor's liability is continued. Additionally, the exhibitor is obliged to pay to the Constructor additional fee in the amount of 30,00 EUR (without VAT) per hour per Constructor’s worker for each hour of delay at returning the exhibition stand. |
| 7. Quality of the exhibition stand |
| The exhibition stand shall be constructed in conformity with the configuration of the exhibition stand defined in the accepted offer res. concluded contract. Exhibitor represents and warrants that the exhibition stand and equipment shall be at the handover of the exhibition stand from the Constructor immediately controlled with due care and exhibitor will immediately inform the Constructor about defects in quantity or quality. Any notifications and/or claims by exhibitor must be made to the Constructor with full particulars in writing via email (i) for obvious defects on the exhibition stand and/or on the equipment immediately at the takeover of the exhibition stand, (ii) or in the case of hidden defects (which are not visible upon due care visual inspection) immediately or on the same day the defect is detected. Later notifications and/or claims by the exhibitor will not be accepted. All the exhibitor’s notifications and/or claims are to be supported with clear and distinct photography of the particular defect, otherwise the Constructor is not obliged to take it into consideration. In case of a justifiable claim for obvious defects on the exhibition stand and/or on the equipment, the Constructor shall at its own discretion, either promptly repair the defect or replace the equipment or proportionately reduce the price by sending to the exhibitor a corresponding credit note, whereby the price shall be reduced in relation to the value of the exhibition stand without the defect and the value of the exhibition stand with the defect. However, in no event the price shall be reduced for more than 25% of the agreed price for the exhibition stand. The Constructor is not liable for hidden defects (which are not visible upon due care visual inspection after the taking over the exhibition stand and for which the Constructor could not know or ought reasonably to have known). In case of elimination of hidden defects, the Constructor shall be entitled to charge the exhibitor additional charge in accordance with the provisions of the second paragraph of point 3 of these GT&C. Exhibitor shall grant access on an urgent basis to the Constructor’s authorised representatives for the purpose of examining any claimed defect. The exhibitor shall in case of a justifiable claim for obvious defects on the exhibition stand and/or on the equipment not have any other rights or remedies. |
| 8. Presentation of the required information regarding the exhibition stand configuration |
| The exhibitor has to provide the Constructor with the following documentation res. information: (i) all graphical designs, logos, trademarks etc. must be transmitted in electronic form to the Constructor in compatible files res. format 5 weeks before start of the exhibition at the latest. In case of a delay the exhibitor is obliged to reimburse to the Constructor any additional cost that may result as a consequence of such delay. Additionally, in such case the constructor is not responsible for quality of the graphical designs, logos, trademarks etc. on the exhibition stand; (ii) in case the rental of the exhibition stand includes also rental of TV, DVD or other station for broadcasting of sound/ video recordings, the exhibitor is obliged to send in electronic form to the Constructor in compatible files res. format for broadcasting 5 weeks before start of the exhibition at the latest. In case of a delay the exhibitor is obliged to reimburse to the Constructor any additional cost that may result as a consequence of such delay. Additionally, in such case the Constructor is not responsible for quality of the broadcasting material; (iii)minor modifications (e.g. lamps, furniture, etc.) to the confirmed exhibition stand configuration can be provided by the exhibitor to the Constructor until 20 days before the start of the exhibition at the latest; (iv)The exhibitor is obliged to inform the Constructor of any permits, which are required for or in connection with the construction of the exhibition stand at the exhibition venue 6 weeks before start of the exhibition at the latest and has to provide the Constructor with such permits 5 weeks prior to the beginning of the exhibition at the latest. The tickets for the execution of the works pertaining the exhibition stand has to be provided to the Constructor 20 days prior to the beginning of the exhibition at the latest; (v) The exhibitor is obliged to provide the Constructor with all information and technical instructions regarding the the exhibition venue and the specific place the exhibition stand is to be constructed at the exhibition venue, which are needed for or in connection with the construction of the exhibition stand (e.g. information on water and electricity supply points, information on suspensions from the hall ceiling, etc. ) and has to provide the Constructor with such information 7 weeks prior to the beginning of the exhibition at the latest; Should the exhibitor breach his obligations from the previous paragraph or construction of the exhibition stand is delayed due to any other reasons, for which the exhibitor is responsible, then the exhibitor is obliged to reimburse to the Constructor any additional cost that may result as a consequence of such breach res. delay. In the event of an infringement as referred to in the preceding paragraph, the Constructor do not guarantee the exhibitor that it will be able to meet all his wishes and requirements with regard to the exhibition stand. Additionally, in such case the Constructor is not responsible for any defects on the exhibition stand that are consequence of such breach. |
| 9. Cancelation right by the exhibitor |
| Cancellations of the contract can be made in written by the exhibitor up to 40 days prior to the beginning of the exhibition at the latest. In this case the Constructor shall charge to the exhibitor the full amount of the first instalment (i.e. the agreed advance payment). Cancelation of the contract can be made in written by the exhibitor also up to 20 days prior to the beginning of the exhibition at the latest. In this case the Constructor shall charge to the exhibitor all services provided by the Constructor until cancelation of the contract and costs, expenses, fees, etc. that already occurred in connection with rental of the exhibition stand. In any case the exhibitor is obliged to pay to the Constructor at least the full amount of the first instalment (i.e. the agreed advance payment). However, for cancelations of the contract made in written by the exhibitor up to 20 days prior to the beginning of the exhibition, maximum 70 % of the agreed price can be charged to the exhibitor. For later cancelations the whole agreed price shall be charged to the exhibitor, including, but not limited to, all additional costs, which must be paid by the Constructor due to the cancellation. |
| 10. Limitation of Constructor’s liability |
| In no event the Constructor shall in any circumstances be liable to the exhibitor for any consequential or indirect loss or damage or loss of profit of whatsoever nature, including damage to goodwill, loss of market share, existing or prospective. Constructor’s liability for all other damages (direct ordinary material damages) shall be limited to the maximal amount equal to 150 % of the agreed price for rental of the exhibition stand. |
| 11. Publicity |
| The Constructor is entitled to use the constructed exhibition stand res. photographs of the exhibition stand in advertising and publicity materials, including social media, and make representations and/or statements for its promotion and marketing. |
| 12. Force majeure |
| Should rental of the exhibition stand no longer be possible in whole or in part due to unforeseen circumstances beyond either party’s power, or cannot be held in the manner planned, including but not limited to, due to terror attacks, wars, natural disasters, acts of God, epidemics, structural alterations on the part of the landlord of exhibition venue, water damage, clearance or suspension ordered by the authorities, any act of the organizer of the exhibition, etc. (all listed reasons hereinafter collectively also referred to as: force majeure), either party is entitled to withdraw from the contract. In the event of force majeure affected party shall immediately notify the other party about partial or entire unfeasibility of rental of the exhibition stand and shall at the same time inform her, whether she is withdrawing from of the contract. If the contract is terminated in accordance with the provisions of this clause, in any case, the exhibitor shall pay/ reimburse the Constructor the full value of the already performed works and services (e.g. preparation of design, selection of equipment of exhibition stand, logistical planning, the costs for already performed works in connection with the exhibition stand, material and transportation costs, the cost of assembling and dismantling of the exhibition stand, travel expenses and any other costs incurred by the Constructor in connection with the rental of the exhibition stand until the termination of contract and which he has and will have until the moment to establish a situation, as if the contract had not been concluded at all). In such a case, the Constructor shall evaluate all costs incurred in accordance with the principle of conscientiousness, honesty and fairness and is entitled to compensate them with the exhibitor's already received payments. The Constructor is obliged to inform the exhibitor in writing about the total amount of the occurred costs and/or about mutual compensation and shall in case of overpayment by the exhibitor return the difference/remaining part to the latter, unless otherwise agreed in writing (e.g. withhold such remaining part of the advance payment to be intended for future contractual relationships). If the Constructor's costs exceed the already received payments, the exhibitor shall pay the Constructor the difference up to the total amount of the occurred costs. In the event of partial unfeasibility of rental of the exhibition stand due to force majeure and simultaneous retention of the contract in force, the Constructor shall reimburse the proportional part of the contract price or reduce the price for a proportionate part of the originally agreed price, after submitting to the exhibitor a new reduced price calculated with the principle of conscientiousness and honesty. |
| 13. “Brexit” Clause |
| The exhibitor is obliged to fully pay any customs duties, administrative fees, public fees and taxes or any additional costs incurred in connection with the rental of the exhibition stand due to the “Brexit”. In case that the Constructor due to the "Brexit” shall not be able or shall be in any way prevented, hindered or prohibited from performing agreed services and deliveries related to the rental of the exhibition stand completely/in full and/or this would be associated with commercially unreasonable additional costs and efforts, then the Constructor shall be entitled to withdraw from the contract in written with immediate effect and without any costs or penalties. All payments made by the exhibitor to the Constructor till the date of the withdrawal of the contract shall be refunded to the exhibitor without interest within 30 days from the withdrawal of the agreement by the Constructor. The exhibitor is not entitled to any additional claims against the Constructor, especially not to claims for damages. |
| 14. Mutual information |
| The parties will mutually inform one another about business and other events, which they have become aware of that may be of substantial interest for both parties or the opposite party. |
| 15. Electronic documentation and electronic signature |
| The offer, acceptance of the offer, contract, addendums, annexes and all related documentation can be prepared by the Constructor in electronic form and signed with an electronic signature (e.g. electronic signature using the "DocuSign" tool). Such electronic signature is considered as the authentic signature of the signatory, and a document signed in this way is legally valid and binding for all parties. Any electronically signed document is considered: a) to meet the requirement of written form, b) to be validly signed, and c) to represent an established business practice between the parties. Electronic copies of such electronically signed documents are admissible evidence in any court, arbitration, mediation, administrative and other proceedings to the same extent and under the same conditions as other business documentation created and stored in printed form. |
| 16. Severability clause |
| Should one or more of the provisions of the contractual relationship between the parties become void or unenforceable as a matter of law, then the contractual relationship between the parties will be construed as if such provision were not contained and the remainder of the contractual relationship’s provisions will remain in full force and effect. The parties will in good faith substitute the invalid or unenforceable provision with a valid and enforceable provision, which conforms as nearly as possible to the original intent of the parties. |
| 17. Validity |
| These GT&C shall come into force on April 5th, 2025 and shall repeal all previous versions of Constructor’s GT&C. |
| 18. Governing law and Jurisdiction |
| The contract and the obligations of the parties shall be governed by and construed in accordance with the laws of the Republic of Slovenia. In case of a dispute between the parties, the dispute shall be finally settled by a competent court in Ljubljana, Republic of Slovenia or at plaintiff's option at the legal domicile of the defendant party. |
| 19. Language |
| Should these GT&C be provided to the exhibitor in English language and also in other language and should there be discrepancies between the English texts of the GT&C and text of the GT&C in other language, then the English text shall prevail. In Poslovna cona Žeje pri Komendi, on April 5th, 2025 |
SOS exhibition solutions © 2025
info@sos-fair.com
00386 1 421 07 43- Pod gabri 17
- 1218 Komenda, Slovenia
