GENERAL CONTRACT CONDITIONS AND RENTALS

MATERIA EFÍMERA

Article 1 | General Aspects of the Contract.

1.1| Contract Ownership

The General Conditions of Contract, from now on "Contract", shall apply to the electronic, telephone or physical contracting of the services offered by the holder.

The holder of the service is MATERIA EFÍMERA SOCIEDAD CIVIL (hereinafter, MATERIA EFÍMERA), with Tax Identification Number J-88471164 and registered office in the Community of Madrid, municipality of VALDEMORO; Marie Curie Street 7.

For notifications purposes, it is established proyecto@materiaefimera.com as a contact email address and 91.091.65.52. as a telephone number. The services to which these General Conditions hold, apply to all services offered within the scope of MATERIA EFÍMERA.
 
The CLIENT, by contracting the service, accepts all the terms and conditions in these General Conditions. Also, declares, before hiring the service, to have been informed, where appropriate, to have read, all the information contained in these General Conditions, in the “Legal Information” and in the “Policy of Privacy and Data Protection".
1.2| Modification of the General Conditions
MATERIA  EFIMERA  may   modify  these  General  Conditions  at any  time. In case of modification of these  present General Conditions, MATERIA EFÍMERA will notify these modification to each one  of the  CLIENTS  that are seen affected by the change in the provision of the contracted  services.
 
The modification notified will be deemed accepted  as long as the user does not communicate in writing to MATERIA  EFIMERA his  disagreement with it.
 
In  the event of  notifying MATERIA  EFÍMERA  of  its disagreement with said modification this Contract shall  be deemed terminated  without prejudice of the  accrual  of the outstanding fees  due to the services rendered so far  by our  company.
1.3| Recipients of the Service
The recipients of the services subject to these General Conditions are commercial companies under any legal formula operating in Spain or in the European Union, autonomous in any tax system or individuals.
1.4| Object of the Contract
The purpose of this contract will be to regulate the contractual relationship for the provision of services between MATERIA EFÍMERA and the CLIENT int the moment the CLIENT accepts these terms and conditions.
 
 
The contractual relationship will be detailed in ANNEX 1 – Scope of the service.

Article 2 | Particular Conditions of the Service Contract.

2.1| Range
Transactions for planning, assembly or provision under rental of exhibition stands are subject to our general terms and conditions of contract, as set forth below. This also applies to any other future legal transactions.
 
Any provision of the CLIENT that deviates from our general terms and conditions, and that has not been expressly accepted by MATERIA EFÍMERA, will be void in full, even if it has not been explicitly rejected. These general conditions will apply to both prefabricated stands and designed stands for the CLIENT.
2.2| Services quotation.
Any quotation and / or budget submitted to the CLIENT will serve exclusively as an orientation for a possible contractual relationship. The definitive economic terms and conditions will be those agreed upon to the formalization of the contract, unless it is contractually established that the budget is binding.
 
This contract will be settled by sending to the CLIENT a copy of it, a confirmation and / or acceptance of the order or a proforma invoice in response to the offer made.
2.3| Right of retreat and payment periods.
The agreements, projects, amendments or cancellations thereof, must be made in writing. To start the production or manufacturing work, it will be necessary to make a payment of 50% of the budget offered, at which time no cancellation can be made.
 
Before the start of the work, the cancellation or revision of the project will not entail any compensation. Once the 50% payment has been made, the cancellation of the services offered can be made as follows:
 
If the project production has not started, the payment of 50% will be lost.
 
If the project production has start, structural modifications of the same will not be accepted, being understood as structural the modification of heights, changes of partitions, locations, orientation of elements and all those modifications that change the construction structure of the project.
 
The cancellation of the project in this phase will entail the loss of 50% of the initial payment plus a compensation equivalent to the costs incurred by MATERIA EFÍMERA due to the work that has been done.
2.4| Graphics
The final arts of the labeling of the stand will be provided directly by the CLIENT or his design agencies at least 20 days before the production phase.
 
MATERIA EFÍMERA does not develop, model or design, nor does generate content for the graphic parts of the project, unless previously agreed.
 
MATERIA EFÍMERA does not adapt, modify or compose texts, modify or compose images for the final arts, unless previously agreed.
 
In the event that the CLIENT has a style book or corporate image manual, where the references, color variations and uses of the brand are stipulated in the different audiovisual media, MATERIA EFÍMERA will try to adjust to the extent of the technical possibilities of the materials used, to these instructions.
 
In the event that such documentation is not available, MATERIA EFÍMERA reserves the right, prior notice to the CLIENT, to adjust the colors and shapes to the nearest according to the materials used in the project.
 
It will be the responsibility of the CLIENT to provide the necessary graphic material, logos, images and other visual elements, in the format indicated and necessary resolution.
 
MATERIA EFÍMERA will not be responsible for the lack of resolution or poor quality of the Final Arts provided by the CLIENT.
 
MATERIA EFÍMERA will make a review of the material sent by the CLIENT and communicate its assessment in this regard.
2.5| Action and production plan
Upon confirmation of the project, the CLIENT will receive an execution plan and a list of the contracted items and / or services. The CLIENT will have to give conformity to it.
 
In case of incorporating on-site assembly and installation services in the event, they will be governed by the particular conditions of the company subcontracted for this purpose by MATERIA EFÍMERA.

It will be the responsibility of MATERIA EFÍMERA that the subcontracted company has the necessary civil liability insurance and permits, as well as the quality standards desired by the CLIENT.

The CLIENT will not have the right to oppose the subcontracting of these works, unless he hires them at his risk.
2.6| Property of the supplied goods
Unless expressly agreed, the exhibition stands supplied or built, whether standard or ad-hoc for the CLIENT, are supplied on a rental basis. Therefore, all the pieces supplied are rented without exception, unless said elements are declared as separate part of sale.

Article 3 | Price

3.1| Price
All established transactions carry an associated price that does not include indirect taxes, unless express otherwise. The prices will be applicable for the duration established in the service or rental contract.
 
The price does not include the cost of the necessary connections at the place of the event, of any approval procedure (for example, structural costs calculation) or of tariffs of any kind collected by the companies assigning the exhibition space, customs authorities or taxes and rates.
 
Any additional charges due for the item supplied that may result in an increase in the final price, such as special taxes, transport taxes, customs duties, export tariffs, freight charges or indirect costs due to regulatory measures, shall be borne by the CLIENT, including if these ensue after termination of the contract.

Article 4 | Delivery

4.1| Delivery
The CLIENT must comply with the correct and diligent obligations, for the correct provision of the service by MATERIA EFÍMERA. This includes the receipt of the documents that the CLIENT must provide, as well as due diligence in the resolution of doubts and queries, approval of airplanes, lack of obstacles at the installation site such as, for example, carrier delay, late delivery of intended objects …

In addition, the CLIENT must be up to date with payment in the established terms, as well as any other obligations that may result.

In case these requirements are not met in time, the delivery period may be extended in the terms deemed appropriate to adapt to the new circumstances. If the supply of products or services is delayed due to circumstances beyond MATERIA EFÍMERA, the delivery may be made out of time, without the possibility of claiming damages or losses against MATERIA EFÍMERA.
 
MATERIA EFÍMERA will not be responsible for damages caused by intentional or negligent behavior.
 
MATERIA EFÍMERA disclaims liability for delays in service provision attributable to legal import restrictions.

Article 5 | Payment of the services deliver

5.1| Payment of the services provided
The payment of the services must be made according to the terms and conditions agreed between the contracting parties, and in any case, the latest, before the exhibition stand is delivered.
 
 
The CLIENT may only withhold part of the payment of the services provided to the extent that MATERIA EFÍMERA recognizes that there is a subsidiary responsibility, or in case of legal imperative.

The parties establish that the valid payment will be by BANK TRANSFER.
 
Any other means of payment must be expressly accepted, and the costs caused by it will be responsibility of the CLIENT.
 
 
In the event of temporary or definitive insolvency of the CLIENT, MATERIA EFÍMERA reserves the right to demand the immediate payment of all accounts pending, and if the payment is not done, take whatever legal actions are necessary for the defense of the interests of society.
 
 
Any other means of payment must be expressly accepted, and the costs caused by it will be responsibility of the CLIENT.
 
In the event that there is a transfer of the ownership of the stand, MATERIA EFÍMERA reserves the ownership of the delivered goods until the payment is made.

Article 6 | Termination of Contract

6.1| Termination of Contract
Additionally, the terms established in the second article, the parties may terminate the service provision contract according to the legal provisions in force.
 
These conditions expressly state that the contract can only be resolved, also the general causes established by current legislation, by:
 
  • Final and / or provisional insolvency of the CLIENT.
  • Bankruptcy or suspension of payments of the parties.
  • Express wish of one of the parties notifies the other in writing within the time stipulated by the law.
Any termination of the contract in the unforeseen terms will result in the claim of the relevant compensation. Only terminations made in writing will have legal validity.

Article 7 | Client Obligations.

7.1| Client Obligations.
It will be the responsibility of the CLIENT to contract any service they need in the event.
 
 
Expressly, it is mentioned that the contracting of SECURITY will be CLIENT responsibility, since the closing and blocking measures included in the exhibition stand are oriented towards privacy.
 
 
Additionally, it is recommended that the CLIENT subscribes an insurance policy on the rented items, since in case of breakage or theft, may incur property liability.
 
 
For compensation purposes, it is established that the estimated value is € 500 per square meter of exhibition area.
 
If the CLIENT supplies materials or documents in order to perfect the contract, it is responsible for ensuring that said materials or documents do not violate any intellectual or industrial property rights of third parties, as well as having the necessary permits or licenses.
 
 
MATERIA EFÍMERA declares itself exempt from any responsibility in this regard. Likewise, the CLIENT must contract the corresponding civil liability insurance during the event.
 
 
MATERIA EFÍMERA will guarantee that has the proper insurance during the assembly, disassembly, manufacturing or production actions, but in no case will it be the responsibility of MATERIA EFÍMERA the claims arising from the celebration of the event on the days of opening to the public, except for those arising from a negligent action or due to the existence of intent or fault.

Article 8 | Storage

8.1| Storage
MATERIA EFÍMERA does not store items that belong to the CLIENT. In the case that storage services are necessary, MATERIA EFÍMERA may provide them exceptionally, having to pay the fees established by the contracting parties.
 
In no case MATERIA EFÍMERA will be responsible for the items
stored, unless explicitly requested. Nor will it be responsible for the deterioration, loss or destruction of the items, except if negligence or intentionality is demonstrated.

Article 9 | Specific provisions for stand rental.

9.1| Specific provisions for stand rental
Items will be supplied exclusively for the purpose and agreed period. The cancellation of the rental contract will be subject to the particular conditions of the same.
 
The sublease of parts or of the total of the elements supplied is not allowed, unless explicit authorization by MATERIA EFÍMERAThe condition and integrity of the rental items must be verified by the CLIENT upon receipt of the same.
 
MATERIA EFÍMERA may charge the CLIENT the costs derived from the repair or replacement of damaged items, as well as the loss of value of the rented items in case of negligence, breakage, deterioration or total destruction.
 
The CLIENT will have the right to not accept the goods offered for lease, situation in which, MATERIA EFÍMERA will have to offer the following alternatives:
  • Replace items not accepted by others of similar characteristics.
  • Reduce the price of contracted services.
  • Terminate the contract without any compensation.
The CLIENT may only exercise his right not to accept the goods offered objectively, in writing and arguing the motivation for which he does not accept the provision of the service. In any case, MATERIA EFÍMERA reserves any legal actions to defend its interests.
 
The CLIENT must inform in writing about any warranty claims. Since in general, the items for rent have been used, normal signs of wear and tear will not give rise to any claim regarding replacement, return or replacement rights.
 
The risk of loss or accidental damage is transferred to the tenant once the rental items have been delivered. Any damage or loss must be notified without delay so that the appropriate measures for the rectification or limitation of damages are coordinated. The CLIENT will be responsible for damages caused by negligence, by its employees or its contractors, by its exhibits, furniture or accessories.
 
The CLIENT agrees to indemnify MATERIA EFÍMERA for the cost of replacement or repair up to an amount equivalent to the value of the item at the time of delivery to the CLIENT.
 
The CLIENT may contract an insurance policy with coverage against losses, damages or vandalism. The insurance value of the rental items will be
supplied by MATERIA EFÍMERA.

The contract will end after the end of the event, at this time the disassembly work will begin with immediate effect. Any item left in the space will be discarded at the expense of the CLIENT and without the right to any compensation.
 
The CLIENT will be responsible for the supervision of all rental items in their custody up to two hours after the end of the fair or event.

Article 10 | Copyright and intellectual property.

10.1| Copyright and intellectual property.
All drafts of documents, plans, drawings, production and assembly documents, as well as the design and description of the concept, remain as property of MATERIA EFÍMERAThe CLIENT will not have the right to use such materials without our prior written consent, either for their own purposes or for third parties. In addition, will not have the right to build replicas based on it, unless expressly agreed. The validity of this article will be indefinitely.

In case of breach of the obligation established in the previous paragraph, the CLIENT will have to indemnify MATERIA EFÍMERA for the liability of damages that is stipulated at any time, not being less than 50% of the rental price agreed between the parties , and always in an amount equal to or greater than 5,000 euros.

MATERIA EFÍMERA reserves the right to show the name of our company in an appropriate size in the items produced, particularly in the exhibition stands, and always based on the CLIENT’s plans.

In addition, we reserve the right to produce and publish photographic material regarding these stands, being able to use them for promotional purposes without the right to any compensation, and without requiring the CLIENT’s consent to do so.

The CLIENT gives to MATERIA EFÍMERA the exclusive and unlimited right, without restrictions in time, content and space, for all known and unknown uses in relation to the services provided, as regards the object of the contract, as well as the right to use the images produced regardless of the number and form of them for promotional and non-promotional purposes.

Article 11 | Protection of Personal Data.

11.1| Protection of Personal Data.
MATERIA EFÍMERA processes and collects personal data of the CLIENT for the correct development of the contractual relationship. This treatment is carried out based on the terms established in current legislation, and more specifically, in the provisions established by the Organic Law on Data Protection and Guarantee of Digital Rights, as well as EU Regulation 2016/679 for the protection of personal data.

The CLIENT acknowledges and accepts that their data will be used for providing services and market research. Likewise, it expressly authorizes that MATERIA EFÍMERA S.C. may transfer their data to the associated companies that process personal data on his behalf (in charge of processing). MATERIA EFÍMERA will be responsible for the contracting companies as in charge of treatment complying with the legal provisions in force.

The data will be kept as long as the mutual interest persists to maintain the end of the treatment, and in any case they will be destroyed with appropriate security measures that guarantee the pseudonymization of the data or the total destruction.
 
In any case, the CLIENT will have the right of access, rectification, portability and deletion of their data, of limitation or opposition to the processing thereof. In addition, the CLIENT will have the right to complain to the supervisory authority if they believe that their data is not processed correctly.

Any claim that the USER deems appropriate will be addressed as soon as possible, and can be made at the following contact addresses:

Postal: MATERIA EFÍMERA S.C
MARIA CURIE STREET, 7 – 3C
POSTAL CODE 28342
VALDEMORO (Madrid)
Telephone:910916552
Mail: bajas@materiaefimera.com

Article 12 | Complaints and Claims

12.1| Complaints and Claims
The CLIENT may send his complaints, claims or other comments to MATERIA EFÍMERA regarding the contact information provided at the beginning of these General Conditions.

Also, MATERIA EFÍMERA has official complaint forms available to costumers and users, and they can request from MATERIA EFÍMERA at any time, using the contact information provided at the beginning of these Conditions.
In accordance with Art. 14.1 of Regulation (EU) 524/2013, the European Commission provides a free access platform for the resolution of online conflicts between the CLIENT and the PROVIDER, without the need to resort to the courts of justice, through the intervention of a third party, called the Dispute Resolution Body, which acts as an intermediary between the two. This body is neutral and will dialogue with both parties to reach an agreement, and may finally suggest and / or impose a solution to the conflict.
 
Link to the ODR platform: http://ec.europa.eu/consumers/odr/

Article 13 | Partial Nullity

13.1| Partial Nullity
If any of these Conditions were declared null and void by a final resolution issued by the competent authority, the rest of the clauses will remain in force, without being affected by said declaration of nullity.

Article 14 | Disclaimer

14.1| Disclaimer

Unless otherwise provided by law, MATERIA EFÍMERA will not accept any responsibility for the following losses, regardless their origin:

  • Business losses (including loss of profits, revenue, contracts, anticipated savings, data, loss of goodwill or incurred unnecessary expenses).
  • Any other indirect loss that was not reasonably foreseeable by both parties at the time the contract of the products between both parties was formalized.
  • Any other losses that were not attributable to any breach by MATERIA EFÍMERA.

Likewise, MATERIA EFÍMERA also limits its liability in the following cases:

It will act with the utmost diligence in order to be available to the company responsible for transporting the product of the purchase order. However, it is not responsible for damages arising from a malfunction of transport, especially for causes such as strikes, road retentions, and in general any other characteristic of the sector, which result in delays, losses or theft of the product.

MATERIA EFÍMERA will not be responsible for the misuse and / or wear products that have been used by the User. At the same time, it will not be responsible for an erroneous return made by the User.

It is the responsibility of the User to return the correct product. In general, it will not be responsible for any breach or delay in the fulfillment of any of the obligations assumed, when it is due to events that are beyond our reasonable control, that is, due to major force, and this may include, but are not limited to:

  • Strikes, lockouts or other industrial action.
  • Civil commotion, revolt, invasion, threat or terrorist attack, war (declared or not) or threat or war preparations.
  • Fire, explosion, storm, flood, earthquake, epidemic or any other natural disaster.
  • Impossibility of using trains, ships, airplanes, motor transport or other means of transport, public or private. Inability to use public or private telecommunication systems Acts, decrees, legislation, regulations or restrictions of any government or public authority

In this way, the obligations will be suspended during the period in which the cause of major force continues, and MATERIA EFÍMERA S.C. will have an extension in the period to meet them for a period of time equal to the duration of major force.

MATERIA EFÍMERA will put all reasonable means to find a solution that allows us to fulfill our obligations despite the force majeure.

Article 15 | Submission to the Jurisdiction

15.1| Submission to the Jurisdiction
These conditions will be governed or interpreted according to Spanish law in what is not expressly established.

MATERIA EFÍMERA and the CLIENT agree to submit any dispute that may arise from the provision of the services subject to these Conditions of the courts and tribunals of MATERIA EFÍMERA.

In the event that the CLIENT is domiciled outside Spain, MATERIA EFÍMERA and the CLIENT expressly waive any other forum, submitting to the Courts and Courts closest to the population of VALDEMORO (Spain).
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