General Conditions of Purchase (GCP)

1. FOREWORD

RX France, a simplified joint-stock company with share capital of €90,000,000, registered office at 52 quai de Dion Bouton 92800 Puteaux France, registered in the Nanterre Trade and Companies Register under number 410 219 364, (hereinafter the Customer) is seeking to order products and/or the services specified in the Special Conditions and/or the order form(s) issued pursuant to this Agreement (hereinafter the “Agreement”). In this respect, the Customer has sought the services of a third party specialised in this category of products or services (hereinafter “the Supplier”).

With due knowledge of the Customer’s objectives, the Supplier hereby acknowledges having duly recognised experience and know-how in the relevant field. The Supplier equally confirms having the skills required to successfully deliver the products and/or services requested by the Customer pursuant to the terms and conditions of the Agreement, within the required deadlines.

2. DEFINITIONS

2.1 “Products/Services” shall refer to the Products or Services, as the case may be, ordered by the Customer from the Supplier.

2.2. “Agreement” shall refer to the entire agreement comprising (i) the “Special Conditions” entered into between the Customer and the Supplier, if any; (ii) the Order Form issued by the Customer; (iii) these GCP and the annexes thereto; (iv) the Supplier Code of Conduct of RELX Group to which the Customer belongs that is available via the link https://www.relx.com/~/media/Files/R/RELX-Group/documents/responsibility/policies/supplier-code-of-conduct.pdf, as well as (v) any other document expressly establishing the agreement between the Parties. In the event of any inconsistency between the provisions of these documents, the inconsistent provisions of the Special Conditions, the Purchase Order and the other documents establishing the agreement between the Parties shall prevail over the provisions of the GCP.

2.3. “Parties” shall refer to the Customer and the Supplier.

2.4. “Purchase Order” shall refer to the written purchase order sent by the Customer to the Supplier, including any annexes (specifications, etc.) and any amendments thereto. The Purchase Order may comprise the Supplier’s quotation accepted by the Customer, with or without amendments.

3. ACCEPTANCE OF THE GENERAL CONDITIONS OF PURCHASE

3.1   Supplier with no General Conditions of Sale (GCS):

In the absence of a written sales or service agreement, the existing relations between the Customer and the Supplier shall be governed by the following documents:

• - The Special Conditions (SC) to be entered into between the Customer and the Supplier.
• - The Purchase Order issued by the Customer and (expressly or tacitly) accepted by the Supplier;
• - These General Conditions of Purchase (GCP) and the annexes thereto, accepted by the Supplier;
• - The RELX Group’s Supplier Code of Conduct available via the linkhttps://www.relx.com/~/media/Files/R/RELX-Group/documents/responsibility/policies/supplier-code-of-conduct.pdf   .

The Supplier’s unreserved acceptance of the Special Conditions and/or an Order Form expressly referring to these GCP shall constitute full acceptance of these GCP, subject to any Special Conditions to the contrary that may be negotiated between the Parties.

3.2   Supplier with General Conditions of Sale (GCS):

In the absence of a written sales or service agreement, the existing relations between the Customer and the Supplier with GCS shall be governed by the following documents, which, in order of precedence, shall comprise the Agreement:

• - The Special Conditions (SC) to be entered into between the Customer and the Supplier.
• - The Purchase Order issued by the Customer and (expressly or tacitly) accepted by the Supplier;
• - These General Conditions of Purchase (GCP) and the annexes thereto, accepted by the Supplier;
• - The provisions of the Supplier’s GCS duly notified to the Customer prior to entering into the Agreement, subject to them not contravening these GCP, the SC and the Purchase Order.

A Supplier’s unreserved acceptance of the Special Conditions and/or an Order Form expressly referring to these GCP shall constitute full acceptance of these GCP, subject to any Special Conditions to the contrary that may be negotiated between the Parties, and the Supplier’s GCS, under the conditions and subject to the reservations cited hereinabove.

4. PURPOSE

The Services or orders entrusted to the Supplier are defined in the Special Conditions and the Purchase Order, if any. The Supplier shall be under a performance obligation with regard to:

• - Complying with the deadlines, which are imperative and constitute an essential condition, otherwise the Customer would not have entered into the agreement.  Failure to meet the agreed delivery deadlines shall entitle the Customer to terminate the Agreement on grounds ascribable to the Supplier and, consequently, to reject any late performance of the Service or delivery of Products after the set deadlines, at the Supplier’s expense and riskand without prejudice to the Customer’s right to claim damages. In the event of termination and if an advance on the price has been paid by the Customer, this advance must be returned by the Supplier upon the Customer's first request.
• - The Supplier shall immediately notify the Customer in writing, by telephone, or by any other means, of any risk of delayed delivery. The Supplier shall take all appropriate measures to make up for the delay.
• - Conformity of the Services or Products with the specifications set out by the Customer.

5. SUPPLIER'S OBLIGATIONS

5.1   The Supplier guarantees that the Services and/or products delivered comply in all respects:

• - With the Agreement.
• - With the rules, principles of ethics and proper conduct outlined in the RELX Group's Supplier Code of Conduct, which it has read.
• - The applicable regulations (requirements, laws, decrees, French and European standards), particularly:

•            - in terms of quality, content, and presentation.
•            - labelling of the Products.
•            - in relation to environmental regulations.
•              -in relation to labour and employment law.
•   5.2   The Supplier hereby agrees to perform the Services in a professional manner and particularly in accordance with the rules of the trade, paying heed to the constraints specific to the site where the Service or the Product are to be delivered (operating conditions and use of the site, applicable safety standards, specific features of the site and its environment), where it has been able to directly ascertain such constraints or where the Customer has notified same to the Supplier. The Supplier shall have a general obligation to provide information, irrespective of the Customer's skills or knowledge, and agrees to advise and warn the Customer during the performance of the Agreement so that the Customer can achieve their objectives under the best possible conditions.
•   5.3   The Supplier shall pay particular attention to its employees' and agents' compliance with legal and regulatory provisions. This is an essential condition for the Customer.
•   5.4   Pursuant to the legal and regulatory provisions in force, and where the Agreement deals with a service amounting to at least €5,000 excluding taxes, particularly Articles R8222-1, L.8222-1 et seq. and D.8222-5 et seq. of the French Labour Code relating to undeclared work, the Supplier hereby agrees that, when the Agreement is signed and every six months thereafter, it shall present the Customer with the following documents:
• - a copy of its certificate of registration in the Trade and Companies Register (K bis extract) or proof of registration in the Trades Register, provided that the name or corporate name, the full address and the registration number in the Trade and Companies Register or in the Trades Register or the reference of the approval issued by the competent authority or a receipt for the declaration filed with a business formality centre for persons in the process of registration are mentioned therein;
• - a certificate of provision of social security returns and payment of social security contributions dating back less than six (6) months;

 The Supplier also declares that:   

• - Its registrations expressly cover all its activities for providing the Services.
• - Pursuant to Article R. 5221-1 of the French Labour Code relating to foreign workers, if it uses foreign workers to perform the Services, they are or will be authorised to work in France.

The Supplier shall hold the Customer harmless against all claims in this respect.

​​​​​​​      5.5  The Supplier hereby agrees to comply with and apply the decisions of the safety commission responsible for the Trade Fair to which it delivers the Products or Services.

5.6 Legal, ethical and responsible behaviour - Anti-corruption

The Supplier hereby agrees to engage only in legitimate business and ethical practices in carrying out its business operations. 

In this respect, it hereby agrees to fully comply with the provisions of the RELX Supplier Code of Conduct, which is accessible via the following link:https://www.relx.com/~/media/Files/R/RELX-Group/documents/responsibility/policies/supplier-code-of-conduct.pdf, and to implement, in all its operations, the rules of conduct respectful of the rights of individuals, of the law and of the environment as laid down in this Code.

The Supplier agrees not to tolerate, condone or engage in embezzlement, bribery or other forms of corruption in any of its dealings and to comply with the French Bribery Act and the UK Bribery Act, the US Foreign Corrupt Practices Act (FCPA) and applicable local laws dealing with the prevention and suppression of bribery, as well as the prohibitions on bribery and influence peddling set out in the RELX Supplier Code of Conduct.

The Supplier hereby agrees that at the Customer’s request, it shall readily provide the Customer with documents and information to verify compliance with these standards and behaviours, and also keep the due diligence records up-to-date.

5.7   At the Customer’s request, the Supplier shall readily provide the documents and information needed to verify compliance with these standards and keep the due diligence records up-to-date. To do this, the Customer has chosen the E-attestations compliance solution. The Supplier undertakes to make available to RX France via the E-attestations platform the vigilance documents, insurance certificate, or any other document requested by RX France and this at each request or modification of the situation of the Supplier.

5.8 Diversification of customers

The Supplier shall maintain and develop its customer base in order to diversify its business and revenue. The Supplier agrees to notify the Customer of any risk of financial dependence. In this respect, the Supplier agrees to communicate to the Customer, once a year on the anniversary date of the Agreement, the total amount of its turnover for the last twelve months, all activities included. If either of them deems it useful, the Parties shall meet to discuss the figures provided by the Supplier.

6. WARRANTIES

The Service Provider shall exercise all due care and diligence in performing the Services, ensuring that they are properly completed until they are fully delivered.

Consequently, unless proven to be the Customer's fault, should the Services provided by the Supplier prove to be defective or not in compliance with the provisions of this Agreement, those Services shall not be eligible for any payment until the Supplier has promptly remedied them at its own expense.

Where Products are delivered, and unless expressly agreed otherwise, the Supplier shall provide a warranty for a period of twelve (12) months from the date of delivery that the Products supplied:

• - comply with all specifications and other data on which the Customer has agreed.
• - comply with all the specifications set out in the Special Conditions and the Purchase Order accepted by the Supplier.
• - are of good workmanship and free from any design or manufacturing defects.
• - are of fair and marketable quality.

A Product that does not meet all of these requirements shall be deemed "defective" within the meaning of this article.

During the warranty period, the Supplier shall immediately and at its own expense, upon notification by the Customer, either replace the defective Product with a non-defective Product that is identical or of at least the same quality, or repair the defective Product in such a way as to permanently correct the defect found, or refund the defective Product. The replacement, repair, or refunding of the defective Product shall be without prejudice to the Customer's right to seek compensation for all material and immaterial damages incurred as a result of the delivery of the defective Product.

7. CUSTOMER’S OBLIGATIONS

The Customer agrees to:

• - Fully cooperate in good faith with the Supplier. In doing so, it shall ensure that it responds to the Supplier's requests for information.
• - Put the Supplier’s employees in touch with the Customer’s contact person(s) involved in delivering the Services;
• - Where applicable, provide the Supplier with the facilities and equipment, if any, specified in the Agreement and necessary for the performance of the Services.

7.1 Product Delivery

Unless otherwise agreed in the Special Conditions negotiated between the Parties or on the Purchase Order accepted by the Supplier, the Products shall be shipped at the Supplier's expense, risk and peril.

The Supplier hereby agrees to comply with the instructions set out in the SC or on the Purchase Order on:

• - the mandatory date and place of delivery;
• - the time of receipt at the warehouse. Each delivery must be accompanied by a shipping bill and a delivery note. The latter shall include the following information:

•               - the Purchase Order number of the delivery.
•               - Details of Products delivered.

The Customer shall immediately notify the carrier of any missing or damaged packages and make the corresponding reservations on the delivery note submitted by the carrier. The Customer shall also notify the Supplier as soon as possible in order to protect the Supplier's rights vis-à-vis its carrier.

The Customer shall be entitled to refuse any delivery without a proper delivery note, as well as any delivery of damaged packages, at the Supplier's expense and risk and without prejudice to its right to seek compensation for the damage incurred.

In the event of an incomplete delivery, the Customer may, at its discretion, and without prejudice to its right to seek compensation for the damages incurred (1) refuse the incomplete delivery and request the Supplier make a new delivery in accordance with the Agreement, or (2) refuse the incomplete delivery and terminate the Agreement automatically as stipulated in Article 16 below, or (3) accept the incomplete delivery, in which case it may, at its discretion, either request the Supplier deliver the missing items or waive delivery of the missing items (partial termination), in which case the price shall be adjusted on a pro rata basis.

The Supplier shall not regard the Customer's signature or a receipt stamp on its delivery note as an implicit acknowledgement of quantity and an implicit acceptance of quality.

The Customer shall have 5 business days from the date the Products are delivered to verify that the quantity and quality of the delivery matches the Purchase Order. Any non-compliance found shall be sent to the Supplier by email or by mail before this period expires.

​​​​​​​    7.2 Delivery of Services 

The Services may never be tacitly accepted. Only a written document can establish, in a binding manner against the Company, that the Services have been provided to the Customer's satisfaction.

The Customer agrees to provide the Supplier with all the information and documents necessary to perform the Agreement.

The Customer shall conduct all necessary checks and tests in good faith and with due diligence to ensure that the Service provided has been properly performed and, if the Service provided is satisfactory, it shall sign any acceptance report issued by the Supplier.

When the Customer intends to express reservations about the quality of the Service provided, they shall confirm them as soon as possible in writing so that the Supplier can remedy these reservations as soon as possible.

8. THE SUPPLIER'S PERSONNEL

The Supplier shall implement the organisation and personnel necessary for properly performing the Agreement, and in particular shall assign the necessary personnel with all the required skills to the Services. This Agreement does not include any provision of temporary employees.

The Supplier shall ensure the continuity of its personnel. If the unavailability of a staff member is likely to cause a delay in the performance of the Services, the Supplier shall replace that person as soon as possible by another person of identical or similar qualifications, without prejudice to the imperative time limits for performing the Services. When the Services are carried out in whole or in part at the Customer's premises, the Supplier shall ensure that its personnel comply with the site's internal regulations.

The Supplier shall be solely responsible for managing and disciplining its staff. Therefore, the Supplier's personnel shall remain under its sole authority, management and supervision, which, in its capacity as employer, shall be responsible for the administrative, accounting and social security aspects of its employees and shall ensure that they comply with the internal regulations and health and safety rules and instructions applicable at the Customer's site.

Requests made by the Customer to the Supplier's contact persons shall not create a relationship of subordination between them and the Customer.

9. INTELLECTUAL PROPERTY

9.1 Vested rights

The Customer shall retain ownership of the information disclosed to the Supplier, whatever its nature and whatever the medium. The Customer grants the Supplier a right of use of the documents and any information provided to the Supplier for the purposes of performing the Agreement only, for the duration of same on French territory.

9.2 Transfer of intellectual property rights

By express agreement, insofar as the Intellectual Property Code is applicable, the Supplier exclusively transfers to the Customer, who so accepts, as and when payment is made as determined in the “Price” Article of the SC, all of the proprietary rights relating to the Service delivered by the Supplier.

Thus, the specified price of the Service shall include transfer to the Customer of the material and intellectual property of the Services delivered (inter alia reports, studies and preparatory documents) provided for in the Agreement, as well as all the components of such materials (e.g.: intermediate or provisional reports), produced by the Supplier, its staff, its subcontractors if any and the staff of such subcontractors.

Consequently, the Customer shall be subrogated to all rights of exploitation, reproduction, representation, modification, marketing and use for the Services and all components thereof, in the broadest manner, for the entire duration of the intellectual property. This transfer shall be granted without limitation of the number of reproductions or representations, for all countries and all languages, for all modes of exploitation and on all current and future materials and channels, particularly computers, multimedia, networks including Internet and direct or satellite broadcasting. It shall be granted on an exclusive basis to the Customer, as well as to any other company it may designate. Consequently, the Supplier shall refrain from exploiting for its own benefit or transferring to a third party all or part of the Services provided, in any form whatsoever.

The ownership from the Supplier to the Customer shall be transferred as and when the Services are completed and paid for. Consequently, the Supplier shall hand over to the Customer, as and when they are completed, all components of the various Services (e.g. interim or provisional reports). The Supplier shall affix a confidentiality and property notice to the Customer on all the Services and other items transferred.

The source codes for the Services hereunder shall be delivered by the Supplier to the Customer as and when the Services are delivered and or archived in accordance with the Customer’s current practices.

9.3 Infringement, claims

The Supplier expressly warrants to the Customer that the Products/Services provided do not infringe any patent, licence right, design right, copyright, trademark right or any other intellectual property right of any third party. The Supplier also warrants that it holds all rights to use, reproduce, represent, manufacture and market the Products/Services and that the Customer shall have the right to use and exploit the Products/Services as it deems fit.

In the event that the Customer is sued by a third party who is or claims to be the owner of any right whatsoever in respect of the Products/Services supplied by the Supplier, the Customer shall promptly notify the Supplier, requesting the latter to provide the necessary means of defence.

The Supplier hereby agrees in advance to join the defence in the action brought by the third party against the Customer if the latter so requests. In this respect, the Supplier may join the Customer as a guarantor in the case. The Supplier shall indemnify the Customer (1) for all the sentences which would be imposed on it, even in advance, if the third party’s action is declared to be well-founded and (2) for all other material or immaterial damage suffered by the Customer as a result of recognition of the third party’s right, including the legal costs and fees incurred.

10. CONFIDENTIALITY:

The Supplier shall treat all non-public information about the Customer which it may become aware of during negotiations and performance of the Agreement as strictly confidential and shall refrain from disclosing it.

Conversely, the Customer shall keep any non-public information about the Supplier which it may become aware of during negotiations and performance of the Agreement confidential.

In applying this clause, each Party shall be liable for its own personnel whom it shall be responsible for in the same way as for itself.

All documents provided by the Customer to the Supplier shall be deemed confidential or protected by copyright. No reproduction or disclosure of these documents may be made without its approval.

The specifications drawn up by the Customer to define the characteristics of the Product or Service to be provided must be returned to the Customer no later than upon delivery.

The Supplier may only use the Customer's name as a reference with the Customer's prior, written consent.

In the event of a serious breach of these obligations, the Customer reserves the right to cancel any order, even during its performance, without prejudice to any other claim for compensation.

Each Party may disclose, under strict confidentiality, this Agreement and related documents to its insurance broker, financial or banking partners, auditors, tax authorities in the event of an audit and possibly to their respective parent company.

The terms of this section shall remain in force for the term of the Agreement and for two (2) years after its expiration or termination for any reason whatsoever.

11. FINANCIAL TERMS:

11.1 Price

Whether the price of the Products or Services is fixed or charged on a time basis, it shall be firm, non-revisable, exclusive of tax and be set out in the SC or Purchase Orders where applicable. The Supplier acknowledges that it has had in its possession all the elements enabling it to set the price. Consequently, it may not rely on errors or omissions in the Agreement in order to perform incomplete Services and/or deliver incomplete products or to claim a price surcharge or compensation of any kind for this.

This price includes:

• - All costs inherent in the performance of the Agreement, unless otherwise provided for in the SC,
• - The transfer of all intellectual property rights provided for in the “Intellectual Property” Article of these GCP.

11.2 Invoicing

Invoices shall be drawn up in one copy, within six months of the delivery of Products or Services and shall be sent by post to the Customer’s accounts department:

RX France

Accounts Payable Department

52 Quai de Dion Bouton 92800 Puteaux, France

And emailed to the following address: comptafournisseurs.france@rxglobal.com 

No amount shall be charged after this six-month deadline.

In addition to the legal information, all invoices must include the following information:

• - The Supplier’s intra-community VAT number,
• - The purchase order number,
• - The Supplier’s bank details,
• - If necessary, a copy of receipts for the amounts invoiced.
• - The Customer shall have the right to withhold payment of all or part of an invoice in the event that the Customer has a bona fide dispute on such invoice.
• - While the dispute is being resolved, the Service Provider shall remain under the obligation to deliver and/or perform the Services.

11.3 Payment Terms

Invoices shall be paid by the Customer, by bank transfer or bank cheque, within 60 days of the invoice date, pursuant to Article L. 441-10 of the French Commercial Code.

11.4 Late Payments

Pursuant to Article L. 441.6 of the French Commercial Code, in the event of late payment of an invoice duly issued by the Supplier, the Customer shall be liable for late payment penalties of a maximum amount of three (3) times the legal interest rate from the day after the invoice due date and for a flat-rate compensation for expenses of forty (40) euros. No additional compensation can be claimed.

12.  SUPPLIER CONFIDENTIALITY REQUIREMENTS AND DATA PROTECTION

12.1 Confidentiality and data protection requirements for suppliers

Confidentiality. In order to process any personal information in performing the service retained under the terms of the Agreement, the Supplier shall comply with all applicable obligations set out in the RELX Group Confidentiality and Data Protection Requirements for Suppliers, available via the following link: https://www.relx.com/site-services/data-processing-terms. Any term used but not defined in this section shall bear the meaning set out in the RELX Group Privacy and Data Protection Requirements for Suppliers.

12.2 Information Security Requirements

The Supplier hereby agrees to strictly comply with all the provisions set out in Annex 1 of the Agreement in order to fulfil the information security requirements.

12.3Supplier’s personal data

The Supplier's personal data shall be processed by the Customer in order to enable the Customer to fulfil its contractual and regulatory obligations and to monitor the Customer's contractual relations with its co-contractors. The personal data shall be kept for 5 years by the Customer.

The Supplier shall be entitled to access, rectify and object to the processing of its personal data by writing to  Privacy Centre webform (https://privacy.reedexpo.com/en-gb/privacy-centre.html).

13. Customer's Brands

The Supplier shall refrain from referring to and using the corporate names or trademarks and logos of the Customer or its Group without the Customer’s prior, express and written consent.

14. INSURANCE

The Supplier and any subcontractors approved by the Customer hereby agree to take out, with a reputedly-solvent insurance company, at their own expense, all necessary insurance covering their operating, professional and fire liability, for any material and immaterial damage that may be caused to the Customer and/or to any third party during the performance of the Agreement, by their employees or their agents. The Supplier agrees to provide a certificate issued by the insurance company at the Customer's first request specifying the term, nature, and amount of the coverage taken out.

This insurance must be maintained for the entire term of the Agreement.

The Customer reserves the right to request the Supplier increase the amount of coverage in the event that it is not adequate for the risks and liabilities incurred.

15. LIABILITY

Unless otherwise provided for in the SC and these GCP, each Party shall be liable for any damage that it and/or its subcontractors shall cause to the other Party or to third parties as a result of the Services and/or the performance of the Agreement under the conditions of common law and the case law of the French courts.

In particular, the Supplier shall indemnify the Customer for any damages arising from:

• - The Supplier’s performance under this Agreement or the Supplier’s breach of any representation, warranty or obligation contained in this Agreement;
• - The negligence or intentional acts or omissions of the Supplier or any of the Supplier’s Personnel;
• - Any contract or engagement entered into or made by the Supplier with any third party who provides goods, materials or services to the Supplier;
• - Any other Claim relating to the Deliverable, Work Product or Services.

16. TERMINATION

Subject to the provisions hereof, the Customer may terminate the Agreement in the event of a breach of contract by the Supplier, pursuant to Article 1226 of the Civil Code.

In this case, the Customer shall give formal notice to the Supplier by registered letter with acknowledgement of receipt or by electronic means (e-mail with acknowledgement of receipt) to remedy such breach, specifying its intention to terminate the Agreement if the breach is not remedied within the required period. Should the Supplier fail to remedy the breach, the Customer shall give notice of termination of the Agreement, which shall take effect upon receipt of the aforementioned letter or email.

In urgent cases and in cases where remedying the breach is impossible, the Customer may be exempt from giving notice to the Supplier and send the notice of termination directly to the Supplier, which shall take effect upon receipt.

The order shall not be affected by a change in the name of the trade fair in question or in its frequency, nor shall it be altered if a session of the trade fair in question is postponed. On the other hand, it shall be automatically terminated in the event of cancellation or transfer of the trade fair in question, without compensation for either party, and the Customer shall be responsible for notifying the Supplier as soon as possible in order to protect the Supplier's interests as best as possible. In such a case, the Supplier hereby agrees to reimburse all payments already received to the Customer.

Notice Period for Terminating Master Agreements

As part of a Master Order Agreement, entered into for an indefinite period of time, as agreed in the special conditions, either Party may terminate the Master Order Agreement at any time after giving notice in writing (registered letter with acknowledgement of receipt or email with acknowledgement of receipt) with a notice period of three months.

In this case, the Master Agreement shall automatically terminate on the last expiration date of the purchase orders entered into during the term of the Master Agreement.

17. FORCE MAJEURE

17.1. Definition

The Parties shall not be liable in the event of force majeure. Under the Agreement, force majeure shall include only events (i) beyond the control of the prevented Party, (ii) which could not be reasonably foreseen at the time of entering into the Agreement, (iii) the effects of which cannot be avoided by appropriate measures, (iv) and which prevent one of the Parties from performing its obligations or which prevent the organisation of the Trade Fair.

With regard to the previous paragraph, the fact that the Trade Fair can only be held under totally compromised conditions (for example because the number of exhibitors and/or visitors announced would be exceptionally low due to these events), and that such a situation is likely to harm the Customer’s image, shall be considered as a circumstance in which it is impossible to organise the Trade Fair.

In addition to the cases recognised by case law, the following shall be considered as force majeure, when the above-mentioned conditions are met:

• - Jammed telecommunications and computer/electrical breakdowns not ascribable to the Parties;

• - Attacks;
• - Terrorist threat;
• - National mourning;
• - Epidemics and major health risks;
• - Riots/popular unrest;
• - Total or partial strikes external to the Parties;
• - Social conflicts;
• - Fire, floods, natural disasters;

17.2 Consequences

The Party experiencing the force majeure event must promptly notify the other Party of its inability to perform its service or the impossibility of organising the Trade Fair and justify same to the latter.

a) Temporary impediment

In the event of temporary impediment, the obligations of the Parties shall be suspended.

Such suspension of obligations shall under no circumstances be a cause for liability for non-performance of the obligation in question, nor shall it lead to the payment of damages.

One the cause of suspension of the prevented obligation ceases, the Parties shall make every effort to resume normal performance of their respective contractual obligations as soon as possible. To this end, the Party prevented from doing so shall notify the other of the resumption of its obligation. In the event of temporary impossibility to organise the Trade Fair, the Customer shall notify the Supplier of the new date of the Trade Fair once it is set by the Customer.

During this suspension due to force majeure, the Parties hereby agree that the respective costs generated by the situation shall be borne by each of the Parties.

b) Permanent impediment

In the event of a permanent impediment to the organisation of the Trade Fair, it shall be cancelled. Likewise, in the event of permanent impediment to the performance of the Agreement, the prevented Party may notify the other Party that the Agreement has been terminated by operation of law. Accordingly, no damages shall be payable by the Parties.

The cancellation, interruption, suspension of the Exhibition and/or the termination of the Agreement shall result in the return to RX France, on request, by the Supplier who hereby agrees to do so, of the sums received for the cancelled, interrupted and/or suspended session of the Trade Fair, less the pro rated amount for services already delivered as at the starting date of the Force Majeure event. Only the amounts paid by RX France to the Supplier and/or still outstanding in part or in full to the Supplier (and subject to their compliance with the budget) and, corresponding to the services fully performed by the Supplier under this Agreement as at the starting date of the Force Majeure event, may be retained on a pro rata basis by the Supplier.

The Parties hereby agree that costs incurred up to the date of cancellation shall be borne by each of the Parties.

17.3. COVID-19

The Parties hereby acknowledge the COVID-19 epidemic as a force majeure. Accordingly, they hereby agree that its future developments and implications, albeit currently partly foreseeable, shall be treated as force majeure within the meaning of this clause.

18. NON-TRANSFERABILITY

The Supplier shall perform the Agreement personally and may not fully or partially subcontract its performance without the Customer's prior, written consent. In any case, the Supplier shall be solely liable for fulfilling the order.

In the event of the Customer’s prior written consent authorising the Supplier to subcontract part of the order, the Supplier hereby (i) agrees to comply with the law on subcontracting, (ii) guarantees that its subcontractor(s) shall comply with all social, labour, tax, environmental, health and safety legislation and, in general, all laws and regulations in force and (iii) guarantees that its subcontractor(s) shall take out insurance policies for the guarantees provided for in Article 14 of these GCP.

The Supplier agrees to notify the Customer of any plans that would result in a direct or indirect change in its control. Depending on the nature of the transaction and the person of the new controlling company, the Customer reserves the right, if it has a legitimate interest and providing reasons for its decision, to terminate the order in advance, without having to compensate the Supplier.

19. TOLERANCE

The tolerance of a Party with regard to a breach by the other Party of one of these general purchasing conditions shall not be extended to any subsequent breach. Any tolerance shall be ad hoc and shall in no way constitute a waiver of these conditions and shall not affect the right of the Party entitled to enforce them subsequently.

20. DIGITAL SIGNATURE

Pursuant to Article 1368 of the Civil Code, the Parties may contractually lay down the rules of validity and admissibility of evidence in the event of a dispute.

The Parties hereby acknowledge that:

(i) this Agreement, the SC and, if any, the order form(s) issued under the Agreement, if signed electronically, shall be considered as original documents admissible and fully valid evidence,

(ii) all log-in data associated with the electronic signature process, as well as e-mails or SMS messages sent or received in this process, shall be evidence of the agreement between the parties.

21. APPLICABLE LAW – JURISDICTION

The Agreement and each of its components shall be governed by French law, both in terms of its content and its application.

The Parties elect domicile at the addresses appearing at the top of the orders or contracts.

Any dispute relating to the formation, interpretation, performance or termination of the Agreement shall be fall under the exclusive jurisdiction of the Commercial Court of Paris, notwithstanding multiple defendants and for any claim, even incidental or in the event of intervention or call for guarantee, including for emergency proceedings or conservatory proceedings, in summary proceedings or on petition.

Version 01/06/2023