GENERAL TERMS AND CONDITIONS FOR EXHIBITOR PACKAGES FOR D-CONGRESS

1       General

1.1       These general terms and conditions apply to the Exhibitor’s package(s) purchased for the fair D-Congress (“General Terms”) and are part of the Order Confirmation that has been issued by SH to the Exhibitor. The purpose of these General Terms is to set forth the terms and conditions according to which the Exhibitor shall participate at D-Congress, as specified in the Order Confirmation.

1.2       Any exemptions or variations agreed upon in respect of the Order Confirmation shall be in writing by authorized representatives of SH and the Exhibitor in order to be valid.

1.3       All capitalized words and expressions shall have the meaning ascribed to them in the Order Confirmation or as otherwise defined in these General Terms.

2       Definitions

2.1       In these General Terms:

• • ”Confidential Information” shall have the meaning set out in Clause 7.1.
  • “D-Congress” shall mean the e-commerce fair held by SH which fair the Exhibitor has purchased an Exhibitor Package to as set forth in the Order Confirmation.
  • “Exhibitor” shall mean the exhibitor that has purchased an exhibitor package at D-Congress subject to the Order Confirmation and these General Terms.
  • “Exhibitor Package” means the exhibitor package the Exhibitor has purchased as defined in the Order Confirmation.
  • “General Terms” shall mean these general terms.
  • ”Order Confirmation” shall mean the order confirmation that has been issued by SH to the Exhibitor upon the Exhibitor’s confirmed purchase of an Exhibitor Package to D-Congress.
  • “Party” shall mean SH or Exhibitor and “Parties” shall mean SH and the Exhibitor collectively.
  • “SH” shall mean Svensk Handel AB, reg. No. 556025–8807.

3       Obligations of the Exhibitor

3.1       The Exhibitor shall participate at D-Congress subject to the terms and conditions of the Order Confirmation and these General Terms.

3.2       The Exhibitor shall perform each task necessary for the participation at D-Congress in accordance with the provisions of these General Terms and the Order Confirmation in a professional manner and with the skill, promptness and care that SH has reason to expect from an exhibitor. Furthermore, the Exhibitor shall follow any guidelines that SH may provide to the Exhibitor from time to time.

4       Independent contractor

4.1       The Exhibitor is an independent contractor in relation to SH and the Exhibitor is not authorized to act as a representative or commercial agent for or legal representative of SH. Furthermore, the Exhibitor shall not have the authority to assume or create any obligation on behalf of, in the name of, or binding upon SH.

5       Prices and payment

5.1       The Exhibitor shall pay the compensation set forth in the Order Confirmation for its purchase of Exhibitor Package and participation at D-Congress.

5.2       SH will invoice the Exhibitor:

(a)   SEK 10 000, without undue delay after sending the Order Confirmation to the Exhibitor (“Registration Fee”); and

(b)   the remaining purchase price of the Exhibitor Package specified in the Order Confirmation (i.e. the total purchase price minus the Registration Fee), no later than 30 days before D-Congress takes place (normally in January before D-Congress).

5.3       Payment shall be made within 30 days from the invoice date.

6       Personal data

6.1       Information regarding SH’s processing of personal data can be found on https://events.svenskhandel.se/integritetspolicy/.

7       Confidentiality

7.1       Both Parties undertake, during the term of the Order Confirmation and these General Terms and thereafter, not to disclose to a third party without the other Party’s prior written consent, any information (regardless of its form and medium whether oral or in writing or electronic or in any other form) regarding the other Party’s business that could be considered a trade secret (“Confidential Information”) or otherwise use such information for any other purpose than to fulfil its obligations under of the Order Confirmation and these General Terms. Information which a Party has designated as confidential and/or proprietary shall always be considered as Confidential Information.

7.2       Confidential Information does not include information received from a Party which the other Party can clearly establish (a) was or has become generally known by such Party in another way than under the Order Confirmation and these General Terms, (b) was or has become generally known to the public through no act or omission of such Party, or (c) is required to be disclosed by court order or other legal process.

8       Liability

8.1       SH shall under no circumstances be liable for any damages or losses arising from or relating to the Exhibitor’s participation at D-Congress. This includes any direct or indirect damages or losses related to the performance or cancellation of D-Congress, including but not limited to loss of profit, loss of goodwill or wasted expenditure.

8.2       The Exhibitor shall compensate SH for all direct losses or damages caused by the Exhibitor that are related to a breach of the Order Confirmation and these General Terms.

9       Changes to and cancellation of D-Congress by SH

9.1       SH reserves the right to make changes to D-Congress. For example, change of venue, date and similar changes.

9.2       SH always strives to ensure that D-Congress is held. However, SH reserves the right to cancel, reschedule and relocate all or part of D-Congress – for example, due to an insufficient number of registered participants, illness, epidemics, pandemics, government restrictions or any other similar reason.

9.3       SH undertakes to inform the Exhibitor if D-Congress is cancelled, rescheduled or relocated, without undue delay. It is the Exhibitor’s responsibility to check whether D-Congress has been cancelled, rescheduled or relocated and to ascertain the new time or location.

9.4       If D-Congress is cancelled, rescheduled or relocated in accordance with this Clause 9, the following shall apply unless otherwise communicated in writing by SH:

(a)   The Exhibitor has the right to participate at the next upcoming D-Congress, with the same Exhibitor Package, if D-Congress can be held on another date during the upcoming 12 months

(b)   The Exhibitor shall have the right to terminate this Agreement and cancel its Exhibitor Package, and get a full refund. The aforementioned apply provided that the Exhibitor’s termination and cancellation occur within 21 days from when SH informed the Exhibitor about the cancellation, re-schedule or relocation. If termination/cancellation does not occur within the aforesaid time period, the termination policy set forth in Clause 11 below shall apply.

10    Premature termination

10.1    SH has the right to terminate the Order Confirmation with immediate effect upon written notice to the Exhibitor, if the Exhibitor commits a material breach of the Order Confirmation and/or these General Terms and fails to remedy such breach within fifteen (15) days after receipt of written notice thereof. If there are less than fifteen (15) days left until D-Congress SH has the right to terminate the Order Confirmation with immediate effect upon written notice to the Exhibitor.

11    Exhibitor’s termination rights and refund policy

11.1    The Exhibitor has the right to terminate the Order Confirmation and these General Terms (and thereby cancel its purchase of the Exhibitor Package specified in the Order Confirmation) by providing SH with a written notice thereof. The Exhibitor will then receive repayment of the total purchase price for the Exhibitor Package in accordance with the following:

For the purpose of clarity, if the Exhibitor has not paid for its Exhibitor Package when termination occurs, the Exhibitor shall still be obliged to pay for its Exhibitor Package to SH, however minus the sum the Exhibitor is entitled to receive a refund of in accordance with the foregoing.

11.2    If the date for when D-Congress shall be held is moved forward in time by SH, the notice periods set forth in Clause 11.1 shall apply in relation to the new date(s).

11.3    If the Exhibitor is prevented from attending D-Congress or otherwise cancel its purchase of its Exhibitor Package, no refund will be made – except as explicitly stated in Clause 11.1 above.

11.4    Clause 11.1 regarding refund policy shall always apply, unless otherwise is explicitly set forth in the Order Confirmation.

12    Consequences of termination

12.1    Upon termination of the Order Confirmation, the relevant Party shall, at the other Party’s request, within thirty (30) business days, return or destroy any and all Confidential Information and all other information that has been provided by the other Party under the Order Confirmation and these General Terms, and in whatever form or format, that is the property of the other Party.

12.2    Provisions and obligations in the Order Confirmation and these General Terms which by their nature are intended to be valid after termination, shall continue to apply and be binding upon the Parties after this Agreement has been terminated (for whatever reason); including, but not limited to Clauses 5, 7, 8, 11.1, 12.1 and 15.

13    Force majeure

13.1    SH shall not be liable for any failure to perform under the terms of the Order Confirmation and these General Terms if such failure is due to causes beyond its reasonable control, such as but not limited to, governmental regulations, new or amended legislation, legal restrictions, labour disputes, terrorist attack, civil commotion, riots, embargoes, blockades, fire, natural disasters, flood, pandemics, epidemics, the lack of transports, goods or energy, a major accident and lack of or delay in supplies by subcontractors caused by such exceptional circumstances or any such other cause or event outside the reasonable control of SH.

13.2    In case of a force majeure event, SH shall immediately notify the Exhibitor of its inability to perform its obligations under the Order Confirmation or these General Terms.

14    Miscellaneous

14.1    The Exhibitor may not assign, delegate or sub-contract performance of its obligations under the Order Confirmation and these General Terms or any part thereof, except as specifically set out in these General Terms. The Exhibitor shall remain fully liable for performance of its obligations under the Order Confirmation and these General Terms.

14.2    SH has the right to change the terms of the Order Confirmation and these General Terms. Unless otherwise set out in these General Terms, all other changes shall be made in writing by a duly authorized representatives of both Parties in order to be valid.

14.3    Whenever possible, the provisions of these General Terms shall be interpreted so as to be valid and enforceable under applicable law. However, if one or more provisions of these General Terms is found to be invalid, illegal or unenforceable (in whole or in part), the remainder of the provision and of these General Terms shall not be affected and shall continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed. Moreover, in this case, the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision which embodies as closely as possible the purpose of the invalid, illegal or unenforceable provision(s).

15    Dispute and governing law

15.1    The Order Confirmation and these General Terms and the rights and obligations of the Parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of Sweden.

15.2    Any dispute arising out of or in connection with the Order Confirmation and/or these General Terms shall be finally settled by the courts of Sweden.

Updated: 20240123