General Terms and Conditions Mesago Messe Frankfurt GmbH

1.

Scope

a) The following terms and conditions shall apply to the rental ofstand spaces, the ordering of services from the "Sales &Marketing Services (SMS)" range as well as other services by
the contracting partner from Mesago Messe Frankfurt GmbH(hereinafter: Mesago). Depending on the scope of the services
requested by the contracting partner, supplementary General
Terms and Conditions of Mesago may apply.
b) These contractual terms and conditions apply exclusively tobusinesses within the meaning of § 14 BGB (German Civil
Code) in the exercise of their commercial or self-employedprofessional activity and to legal entities under public law.
c) These terms and conditions are an integral part of all our offersand contracts, including in ongoing business relations, and shallalso apply to all future transactions with the contracting partner.
d) Terms and conditions of the contracting partner to which
Mesago has not expressly agreed in writing shall not become
part of the contract. These contractual terms and conditions shallalso apply if Mesago provides the service without reservation in
the knowledge of conflicting, additional or deviating terms andconditions of the contracting partner. Earlier general terms andconditions and other terms and conditions of Mesago shall be
replaced by these terms and conditions for future agreements,
unless another agreement has been expressly made in writing
with the contracting partner.
e) Rights to which we are entitled according to statutory provisions
or other agreements beyond these contractual conditions
remain unaffected.

2.

Conclusion of contract / Contracting partnersa) The enquiry of a rental or other order is made by sending in theregistration form or by other means accepted by Mesago. The
contracting partner shall be bound by its offer for three weeks
after our receipt thereof.
b) The contract with the contracting partner is concluded with thestand confirmation or other order confirmation by Mesago.
Mesago is free in the acceptance of the offer. Silence on the partof Mesago shall only be deemed consent to the offer if this has
been agreed in writing.
c) Offers (for example the provision of registration forms) by
Mesago are made without obligation and are non-binding,unless otherwise agreed in writing. This also applies if deadlines
for registration or other orders are included; this only serves the
purpose of planning Mesago's capacities and does not lead to acommitment to offers.
d) If a stand confirmation or other order confirmation is issued, its
content shall become binding unless otherwise stipulated inthese terms and conditions (cf. clause 5) or unless the parties
have agreed otherwise. The contracting partner shall notify any
deviations of the rental or other order from the standconfirmation or order confirmation to Mesago in writing within 14
days.
e) Requests for changes by the contracting partner require written
confirmation by Mesago in order to become effective.
f) If the financial circumstances of the contracting partner deterioratesignificantly or if the justified application for the opening ofinsolvency or comparable proceedings against the assets of thecontracting partner is rejected for lack of assets, Mesago shall beentitled to withdraw from the contract in whole or in part.
g) Several contracting partners are liable to Mesago as joint andseveral debtors (“Gesamtschuldner”).

3.

Stand rental fees

The square metre prices specified / agreed by Mesago shallapply. Each square metre or part thereof shall be rounded up to
the next square metre. Beams and columns are not deductedwhen calculating the square metres. In the case of non-square
stand spaces, Mesago reserves the right to provide a deviating
floor area with a tolerance of plus / minus two square metres dueto the layout planning.

4.

Opening Hours / Assembly and Dismantling

The applicable opening hours for visitors and contracting partners
as well as the binding times for set-up and dismantling can beviewed at formnext.mesago.com.

5.

Placement

Mesago shall endeavour to provide the contracting partner with thespace provisionally provided for in the stand confirmation. In theinterest of an optimal arrangement of the exhibition, Mesago isentitled to allocate the contracting partner another space of thesame category and size if this is reasonable for the contracting
partner.

6.

aisle areas do not occur. The display of live animals is generally
not permitted.
e) Advertising measures at the stands may not advertise othertrade fairs or events, in particular if these trade fairs or events
are similar in content to the Mesago event at which theadvertising is taking place, or if they address the same group ofparticipants.
f) Stands must be staffed and occupied with exhibits during theapplicable opening hours.
g) Any hand or direct sales - in particular of exhibition goods orsamples - are prohibited. Hand or direct sales are any sale ofgoods or provision of services by the exhibitor on the exhibition
grounds against payment. The transfer thereof is only permitted
without payment.
h) In the event of a breach of any of the provisions in the
aforementioned clauses a) to g), Mesago shall be entitled todemand that the contracting partner cease the breach. If thebreach is not stopped immediately, Mesago shall be entitled inparticular to the rights under clause 16 b). Furthermore, Mesago
is entitled to an appropriate contractual penalty in the event of a
culpable violation. The amount of the contractual penalty shallbe determined by Mesago at its reasonable discretion. At theinstigation of the contracting partner, the appropriateness of theamount of the contractual penalty shall be reviewed by thecompetent court. The assertion of further claims for damages by
Mesago remains unaffected. A paid contractual penalty shall becredited against possible claims for damages, subject to theproviso that the contractual penalty represents the minimum
damage.

Stand Designa) In order to ensure a good overall impression, Mesago has laid
down guidelines for the stand design, which are binding for thecontracting partner. The stand construction guidelines are an
integral part of the contract. They can be viewed in the Shop for
Exhibitor Services and at formnext.mesago.com.
b) Stand construction, stand design and stand safety are theresponsibility of the contracting partner, insofar as the standconstruction is not a contractual service obligation of Mesago. In
the latter case, any change to the stand construction, standdesign and stand safety by the contracting partner as well as thebringing / use of additional furniture shall require the priorconsent of Mesago. In all other respects, stand construction,
stand design and stand safety must comply with the applicablelaw and the current stand construction guidelines of Mesago or
the venue, which can be viewed at formnext.mesago.com andwhich are sent to the contracting partner before the start of theevent.
c) The stand design, presentations or demonstrations of any kind,
as well as the display of exhibits and advertising material, may
not violate relevant legal and administrative regulations, public
morals or official requirements and orders. Ideological or politicalmotifs or messages may not be displayed, including (national)
flags.
d) Presentations or demonstrations of any kind, the setting up of
exhibits and the distribution of advertising material may only takeplace on the stand and must take place in such a way that visual,
acoustic and other nuisances to others, in particular toneighbouring stands, as well as obstructions on the stand and7.

Technical Services

Mesago shall provide general heating, cooling and lighting. The
costs for the stand installation of water, electrical and telephone
connections, etc., the services used and consumption will becharged separately to the contract partner.

8.

Online content and Profile of the ContractualPartnera) Insofar as the contracting partner has agreed with Mesago on
corresponding services (e.g. Sales & Marketing Services
packages), the contracting partner shall be solely responsible forthe timely provision and maintenance of the content to be stored
in the respective Sales & Marketing Services package ("profile"of the contracting partner).
b) The contracting partner alone is responsible for the content of
the profile and any resulting damage. The contracting partner
shall be responsible for the content and the legal admissibility of
the content provided or posted for the profile, in particular
images, videos and texts. The contracting partner guarantees
that the content provided by him does not infringe any protective
or other rights of third parties. Mesago is not obliged to check
whether the content entered or provided by the contracting
partner infringes or could infringe the property or other rights ofthird parties.
c) The contracting partner is obliged to treat the access data to
the profile as strictly confidential. It may only make access data
available to its own employees who are permitted to use theprofile within the scope of their official duties. If the contracting
partner suspects that its access data has become known to athird party or that a third party is using the contracting partner's
access without authorisation, the contracting partner shall beobliged to inform Mesago immediately in text form.
d) Mesago reserves the right to refuse the publication of content
due to its technical form as well as for factually justified
reasons, in particular if the content, in Mesago's due discretion,
violates laws, official regulations or morality or if its publicationis unreasonable for Mesago. Publication is deemed
unreasonable, for example, if the content contains advertisingfor events that are very similar in content to Mesago's event or
if they address the same group of participants. The contracting
partner shall be informed immediately of the refusal of
publication.
e) Mesago guarantees an availability of the profile of 97% permonth. Maintenance times shall be considered as times ofavailability of the profile. Times of insignificant malfunctions
shall not be taken into account in the calculation. The
elimination of insignificant malfunctions is at the discretion of
Mesago.

9.

Terms and conditions of paymenta) The stand rental fees are payable in two equal instalments. The
first instalment (down payment request) will be invoiced to thecontracting partner at the time the stand confirmation is sent andis due immediately. The second instalment (final invoice) will be
invoiced, taking into account payments already made, at theearliest three months before the start of the event and is also
due immediately.
b) Invoices for other orders and services that were orderedseparately are due immediately from the date of invoice.
c) In the event of default, the statutory interest rate of nine
percentage points above the base interest rate applicable at thetime of the occurrence of default shall apply (§ 288 para. 2 BGB(German Civil Code)). The day of payment shall be the day on
which Mesago can dispose of the payment sum.
d) We are entitled to charge a lump sum of EUR 3.00 for eachreminder sent to the contracting partner after default has
occurred. The contracting partner shall be entitled to prove thatno damage at all has been incurred or that the damage issignificantly lower than this lump sum. Mesago's further claims
shall remain unaffected.

10. Reservationsa) In the event of a compelling reason for which the parties are notresponsible or force majeure (e.g. industrial dispute, official or
statutory order, extreme weather conditions, catastrophes, war,
terrorist threat, fire, danger to the life or health of participants,
epidemic/pandemic situation, embargoes, energy shortage (inparticular proclamation of the third stage (emergency stage) of
the gas emergency plan by the responsible Federal Ministry or
corresponding future intervention by legislation or the executive)
or significant operational disruptions, in particular cyber attacks),
which makes the implementation of the event unreasonably
difficult or impossible, both parties shall be released from theircontractual obligations. In particular, Mesago reserves the rightto move the event to another location, to shorten it, to close it inwhole or in part or to cancel it in the event of the listed reasons.
The remuneration to be paid by the contracting partner shall thenbe adjusted accordingly or shall be waived completely in theevent of a complete cancellation. Any expenses incurred up tothat point shall be borne by each party themselves. Any
performances already rendered by the parties shall be returned.
b) The parties are aware that the Corona pandemic, war eventsand the current energy crisis may have far-reaching effects thatmay possibly affect the performance of their contractual
obligations. The parties agree that to the extent that they areunable to perform their contractual obligations due to restrictions
as a result of these events, this shall be deemed to be an eventof force majeure which releases the affected party from its
contractual obligations. Claims for damages for nonperformance, in particular damages for loss of profit, areexcluded insofar as the non-performance is based on the factual
situation described above.
Mesago is entitled to refrain from holding the event at its
reasonable discretion and taking into account the legitimate
interests of the participants, if the economic viability is notachievable or the number of registrations indicates that theindustry overview aimed at with the event is not guaranteed.
With the cancellation, the mutual performance obligations of
the contracting partners shall lapse. Mesago shall be obliged
to refund any payments already made by the contracting
partner, insofar as the performance paid for has not yet been
provided at the time of cancellation. Claims of the contracting
partner for reimbursement of expenses already incurred for its
participation in the event or for damages cannot be derived
from the cancellation.

11. Reclamationsa) The contracting partner must give notice of obvious defects inperformance and the absence or omission of warranted
characteristics immediately after becoming aware of the defect.
b) Only if Mesago has not provided remedy within a reasonable
period of time, remedy is not possible or is refused or if Mesago
has failed with two attempts to provide remedy, the contracting
partner may, at its option, terminate the contract without noticeor demand an appropriate reduction of the remuneration.

12. Limitation / Exclusion of Liabilitya) Mesago shall be liable without limitation for damages arisingfrom the breach of a guarantee or from injury to life, body orhealth. The same applies to intent and gross negligence orinsofar as Mesago has assumed a procurement risk. Mesago
shall only be liable for slight negligence insofar as essential
obligations are violated which result from the nature of thecontract and which are of particular importance for theachievement of the purpose of the contract. In case of breachof such obligations, delay and impossibility, Mesago's liability
shall be limited to such damages as may typically be expected
to occur within the scope of this contract. Mandatory statutory
liability, in particular for product defects, shall remain
unaffected.
b) Insofar as Mesago's liability is excluded or limited, this shallalso apply to the personal liability of Mesago's employees,
workers, representatives and vicarious agents (hereinafter:
Mesago team).
The above provisions do not imply any change in the burden of
proof to the detriment of the contracting partner and do not
exclude any claims expressly granted in these General Terms
and Conditions.
c) Mesago has taken out an exhibition insurance against the usual
insurable risks, such as fire, burglary, theft, water damage, etc.
We recommend the contracting partner to have risks covered at
its own expense by submitting an application on the form
provided for this purpose in the Technical Documents.

13. Subletting / Transfer / Prohibition of Assignmenta) The contracting partner shall not be entitled, without the priorwritten permission of Mesago, to allow a third party to use thestand allocated to it in whole or in part, in particular to sublet itor accept orders for other companies, to bring in a co-exhibitor(= who is represented at the contracting partner's stand with its
own personnel and its own product range) or to represent
another company (= who is represented at the contracting
partner's stand not with its own personnel but with its own
product range and has this offered by the contracting partner).
In the event of prior written permission granted by Mesago, thecontracting partner shall inform Mesago in writing of the personof the third party before the start of the event. The contracting
partner shall be fully liable to Mesago for any infringements by
the third party and for ensuring that the third party also accepts
the validity of the agreements between Mesago and thecontracting partner and, in particular, these General Terms andConditions, toward the contracting partner. Co-exhibitors andrepresented companies are only those businesses that havebeen expressly registered as co-exhibitors or represented
companies by the contracting partner and confirmed by
Mesago.
b) A transfer of the contract for the rented stand space by thecontracting partner to a third party, i.e. the assumption of thecontract or entry into the contract by a third party, is notpossible unless Mesago gives prior written permission.
Mesago grants this permission at its own discretion andregularly only in justified exceptional cases.
c) For changes to the contracting partner's data after conclusionof the contract, Mesago may charge the contracting partner aflat-rate fee of EUR 350.00 for the administrative costs
incurred, which the contracting partner must pay.
d) The contracting partner shall be prohibited from assigning any
claims against Mesago, which are not directed towards thepayment of money, to third parties if an interest of Mesago
worthy of protection is opposed thereto, unless a legitimate
interest of the contracting partner outweighs this interest of
Mesago.

14. Set-off / Retention
The contracting partner may only offset against our claims suchcounterclaims that are undisputed or have been legallyGeneral Terms and Conditions Mesago Messe Frankfurt GmbHestablished. The contracting partner may only assert rights ofretention or rights to refuse performance if its counterclaim isbased on the same contractual relationship.

15. Lien
In order to secure our claims, we reserve the right to exercise thelessor's lien and to realise the pledged goods after written noticein accordance with the statutory provisions.

16. Premature Cessation of Contract (“Stornierung”) /Terminationa) The premature cessation (“Stornierung”) of a contract concluded
with Mesago (also with regard to parts of the scope of contractual
obligations such as use of the stand by co-exhibitors or
represented companies) is only possible with the consent ofMesago. Contractually granted or statutory rights of withdrawal,
revocation, termination or rescission remain unaffected. If Mesago
agrees to a premature cessation of contract (also with regard toparts of the scope of services such as use by co-exhibitors or
represented companies), the contracting partner shall remain
obliged to pay Mesago the full agreed remuneration (including fees
for co-exhibitors or represented companies) as compensation fordamages instead of performance. The contracting partner shall beentitled to prove that Mesago has not incurred any damage at all or
only damages that are lower than the agreed remuneration.
b) In particular, the parties have the right to terminate contracts
without notice if adherence to the contract has become
unacceptable due to the behaviour of the respective other party.
Unacceptability may in particular exist if the contracting partner isin default with its payment obligations towards Mesago with a notinsignificant part or if the contracting partner violates any othercontractual obligation. Further rights of Mesago due to the reason
for termination remain unaffected.

17. Place of Performance / Applicable Law / Place ofJurisdictiona) The place of performance is the registered office of Mesago in
Stuttgart.
b) The law of the Federal Republic of Germany shall apply to therelationship between Mesago and the contracting partner.
c) The exclusive place of jurisdiction for all disputes arising fromand in connection with the business relationship between
Mesago and the contracting partner shall be Stuttgart, as far
as legally permissible.

18. Consent to Film, Image and Sound Recordings
The contracting partner permits Mesago to make or have made anduse film, image and sound recordings as well as drawings ofexhibition stands and individual exhibits (recordings) for the purposeof documentation or for its own publications, in particular also on theInternet and for advertising purposes. Mesago shall be entitled to use
and process the recordings without any temporal or spatial
restrictions. This includes in particular the production, publication,
duplication, distribution, exhibition, making available to the public,
broadcasting as well as reproduction by means of image or soundcarriers, reproduction of radio broadcasts and making available tothe public of the recordings as well as editing/modification and is thus
also unrestricted in terms of subject matter. Unless expressly agreed,
the contracting partner shall not acquire any rights of use to therecordings.

19. Miscellaneous Provisionsa) The product groups booked by the contracting partner, which canbe viewed at formnext.mesago.com, these terms and conditions,as well as the stand construction guidelines including annexes in
the current version, which can be viewed in the Shop for Exhibitor
Services and at formnext.mesago.com and which are sent to thecontracting partner before the start of the event, form an integral
part of this contract.
b) Amendments or supplements to the contractual relationshipbetween the parties must be made in writing. This also applies
to the waiver of this written form requirement.
c) Should any provision of the contract between Mesago and thecontracting partner be or become invalid or unenforceable inwhole or in part, or should there be a loophole in the contractual
provisions, this shall not affect the validity of the remaining
provisions. Instead of the invalid or unenforceable provision, thevalid or enforceable provision that comes closest to the purposeof the invalid or unenforceable provision shall be deemed
agreed. In the event of a loophole, that provision shall bedeemed agreed which corresponds to what would have been
agreed in accordance with the purpose of this contract if theparties had considered the matter from the outset.
As of: 19 April 2023