Algmene voorwaarden

GENERAL CONDITIONS SUPPLY CHAIN MEDIA B.V.

1. GENERAL PROVISIONS

Applicability

1.1 These general conditions shall apply to all quotations, offers and agreements of Supply Chain Media B.V., a private company with limited liability, and of its subsidiaries and other affiliated companies referring to these general conditions, hereinafter to be referred to as “SCM”.

1.2 These general conditions comprise general provisions and the following specific conditions:

2. subscription conditions

3. advertising conditions

4. conditions for on-site courses and trainings

5. conditions for participants and sponsors of events

6. conditions for principals of events

1.3 The specific provisions take precedence over the general provisions. The provisions of various specific conditions may apply to an agreement with SCM.

1.4 By entering into an agreement with Supply Chain Media, the other party waives the applicability of any general conditions used by it, howsoever denominated, so that all our agreements shall exclusively be governed by the conditions as used by Supply Chain Media.

Offers, Formation and Amendment of Agreements

1.5 All quotations and offers issued by SCM shall be without engagement. Only after written (order) confirmation or factual performance by SCM the agreement shall come into effect. Amendments to assignments shall be binding on SCM only to the extent confirmed in writing or factually performed by SCM.

1.6 In no event shall agreed delivery dates be deemed to be firm, unless expressly agreed otherwise. Therefore, in the event of an untimely performance, SCM shall not be in default until given written notice of default.

1.7 Any quotations and/or statements by SCM with respect to its products and/or services, such as circulation, format, publication frequency, printing process, size and nature of the address database, numbers of subscriptions or circulation, weights, size of each issue etc. shall be issued to the best of SCM’s knowledge but shall not be binding. Therefore, SCM expressly makes reservations regarding any discrepancies and/or changes of any nature and scope whatsoever. At all times Supply Chain Media reserves the right to change, at its discretion, the format, frequency and way of offering and/or distributing, without granting the other party the right to modify or terminate the agreement.

Fees and Prices

1.8 SCM may at any time amend the agreed fees and/or prices. If SCM’s contracting party is a consumer (being a natural person not acting in the course of a profession or business), such consumer shall be entitled to dissolve the agreement if the price increase is to take effect within three months of entering into the agreement.

1.9 Unless expressly provided otherwise, all prices are exclusive of BTW (Dutch VAT). SCM shall be entitled to pass any change to the BTW rate on to the other party.

Payment

1.10 Unless expressly agreed otherwise, SCM’s invoices shall be paid within thirty days of the date of the invoice. Any right to set-off shall be excluded.

1.11 In the event of late payment the other party shall be immediately in default without any notice of default being required. Without prejudice to its other obligations, the other party shall pay interest on the outstanding amounts as from the due date of the invoice until the date of payment in full on an annual basis equal to the statutory commercial interest as envisaged in Section 6:119a of the Dutch Civil Code. If the other party is a consumer (i.e. a natural person not acting in the conduct of a profession or business), the statutory interest shall apply pursuant to Section 6:119 of the Dutch Civil Code.

1.12 In the event of non-payment or late payment all judicial procedural and execution costs, as well as the administrative expenses and extrajudicial collection costs shall be borne by the other party.

1.13 SCM shall at all times be entitled both prior to and after conclusion of the agreement to require security for payment or advance payment, suspending its performance of the agreement until such security has been provided and/or such advance payment has been received by SCM.

1.14 All products delivered shall remain the property of SCM until receipt of payment in full of the amounts due by the other party to SCM in respect of any delivery, including interest and costs.

Dissolution

1.15 Without any obligation arising on its part to pay damages, SCM may dissolve all or part of its agreement with the other party with immediate effect, by registered letter and without any judicial intervention being required, in the event that:

a) the other party files for a moratorium on payment of its debts or insolvency or is declared insolvent or offers its creditors a composition outside insolvency or in the event that any of its assets are attached;

b) the other party fails (properly) to perform any of its obligations ensuing from the relevant agreement, or fails to perform any such obligations in good time, and fails to cure such default within seven calendar days of written summons by SCM;

c) SCM ceases publication of the relevant product or the provision of the relevant service.

The provisions of the foregoing paragraph shall not affect SCM’s other legal rights in the event of non-performance by the other party, such as the right to claim performance and/or payment of full damages.

Intellectual Property Rights

1.16 The intellectual property rights and similar rights, including copyrights, trademark rights, patent rights, neighbouring rights, rights to protection of performance, including database rights, in all publications issued and other informative products provided by SCM are owned by SCM and/or its licensors. Nothing in SCM’s publications or informative products may be reproduced and/or disclosed without the express prior written consent of SCM and/or its licensors.

Personal Data

1.17 SCM records data of natural persons for the purpose of performance of the (subscription) agreements and whenever such persons contact SCM in connection with the provision of services. These data will be used for the performance of an agreement and to inform persons of relevant products and services of SCM and its operating companies, that may be of interest to them. If the natural person involved does not wish to receive any such information, he/she may give written notice to that effect to: Supply Chain Media BV, Attn Address Registration, PO Box 207, 7005 AZ Doetinchem, the Netherlands, or by e-mail: info@supplychainmedia.nl.

Force Majeure

1.18 If, in SCM’s reasonable opinion, non-faulty performance by SCM is or will be impossible due to force majeure, meaning circumstances beyond its control, it shall be entitled to terminate all or part of the agreement or to suspend performance of the agreement temporarily, without any obligation arising on its part to pay damages.

1.19 Force majeure shall include, but not be limited to, threat of war, war, insurrection, molest, strike, boycott, business interruption, traffic or transport interruption, (data) network interruption, government measures, scarcity of raw materials, natural disaster, fire, nuclear reaction, machine breakdown and otherwise all circumstances under which, according to the principles of reasonableness and fairness, SCM cannot be required to perform all or part of the agreement.

1.20 In the event that upon occurrence of the situation of force majeure SCM has already performed part of its obligations or can perform only part of its obligations, it may invoice the part performed or the part it will be able to perform separately and the other party shall pay such invoice as if it related to a separate contract.

Liability and Complaints

1.21 The liability of SCM, its employees and the persons for whom SCM is responsible and/or liable, for indirect damage, including consequential damage (including damage due to delay or lost profits), shall in all events be excluded, save in the event of intent or gross negligence on the part of the senior executive staff of SCM. The liability of SCM, the employees of SCM, and the persons for whom SCM is responsible and/or liable, for direct damage that is attributable to SCM, shall in all events by limited to the invoice value of the part of the agreement from which the liability ensues.

1.22 All (editorial) information, including recommendations, ideas, opinions and/or instructions, has been composed with due care and to the best of SCM’s knowledge, however, SCM and the authors cannot in any way warrant the correctness and completeness of the information. Therefore, SCM and the authors waive any liability for damage, of any nature whatsoever, resulting from any acts and/or decisions based on such information. The other party is emphatically recommended not to use such information out of context, but to rely on its professional knowledge and experience and to verify the information to be used. The contents of advertisements have been composed by or on behalf of advertisers and their correctness, completeness and lawfulness are not verified by SCM. Therefore, SCM waives any liability for the contents and design of advertisements.

1.23 The other party shall indemnify SCM against any liability to third parties ensuing from its assignment, as well as any liability to third parties in connection with the use or the inability of the other party to use the publications issued and other informative products provided by SCM.

1.24 Any complaints as to the (order) confirmation shall be submitted to SCM in writing prior to performance of the agreement by SCM, however in any event within eight days of the date of despatch of the (order) confirmation.

1.25 Any complaints as to SCM’s performance of the agreement shall be submitted to SCM in writing as soon as possible, however in any event within eight days of discovery of a defect in the performance, or within eight days of the time at which the defect in the performance should have been discovered, in the absence of which all rights of the other party vis-à-vis SCM shall be forfeited.

Miscellaneous

1.26 SCM may assign its rights and obligations under the agreement to a business with which it is affiliated in a group, or assign such rights and obligations to a third party in connection with transfer of SCM’s business or any part thereof, or as part of the transfer of a title, a product or a service of SCM, without any further consent of the other party being required. By entering into an agreement with SCM, the other party consents in advance to such a transfer. SCM shall timely inform the other party of such a transfer,.

1.27 SCM may amend the present conditions. Amendments shall also apply to agreements already entered into, starting from the time indicated by SCM. SCM shall announce any such amendments well in advance in a way to be chosen by SCM, which may be, in the case of small amendments, the publication of the amended conditions on the Supply Chain Media website, and/or reference to the amended conditions in the colophons of Supply Chain Media publications. Only if the amendment of the conditions has drastic consequences for the rights and obligations of the parties, the other party shall be entitled to request Supply Chain Media to continue the agreement on the basis of the unchanged current conditions rather than on the basis of the amended conditions.

1.28 In the event of changes to the name and/or address details, the other party shall notify SCM in writing of both the former and the new details at least fourteen days prior to the date on which the change will take effect, in the case of subscriptions through the e-mail address info@supplychainmedia.nl.

1.29 If and to the extent that pursuant to the law any provision of these conditions is deemed unreasonably onerous vis-à-vis a party being a consumer (i.e. a natural person not acting in the course of a profession or business), and such other party nullifies such provision, the nullified provision shall be superseded by a provision which is not unreasonably onerous but promotes SCM’s interests to the extent possible.

Disputes and Applicable Law

1.30 Any disputes with respect to the agreements entered into by SCM shall be submitted to the competent court in Arnhem, the Netherlands. Furthermore, SCM shall be entitled to submit any dispute with a party being a consumer (i.e. a natural person not acting in the course of a profession or business) to the court having territorial jurisdiction pursuant to the law. If such court is not the court in Arnhem and SCM submits the dispute to the court in Arnhem, such consumer may notify SCM in writing, within six weeks of SCM’s invoking this provision, that it wishes the court that has jurisdiction pursuant to the law to decide the dispute.

1.31 All agreements entered into with SCM shall be governed by the laws of the Netherlands. The applicability of the Vienna Sales Convention is excluded.

2. SUBSCRIPTION CONDITIONS

Definition

2.1 Subscription; an agreement in which SCM undertakes to periodically provide to the other party, hereinafter to be referred to as: “the Subscriber”, information on an information carrier, until written notice of termination by the Subscriber.

Applicability

2.2 All agreements, quotations and/or offers of SCM with respect to subscriptions shall be governed by the present subscription conditions, in addition to the general provisions. To the extent that an electronic product is made available to the Subscriber in connection with a subscription, such product shall also be governed by the Electronic Product conditions.

Term

2.3 Unless expressly provided otherwise, subscriptions shall continue for a term of twelve months, to be calculated as from conclusion of the agreement.

2.4. The price of the supplements, when buying a loose-leaf publication shall be based on the number of pages to be supplied and the products included in the supplements, such as CD ROMs, newsletters, etc., and shall be determined in arrears based on the actual number of pages supplied and products included in the supplements.

2.5 Subscriptions shall at all times automatically be renewed at the then-current subscription price determined by SCM by a term equal to the then-current term, unless the Subscriber has given written notice of termination of the subscription, with due observance of the notice period applicable to the relevant subscription, however at least a notice period of one month.

2.6 Notice of termination may only be given as per the end of the current subscription term, with due observance of the notice period agreed. Notice of termination of subscriptions may be given in writing or per e-mail. The notice of termination shall be deemed to relate to the end of the period for which the other party has already paid and/or has already been invoiced, unless the other party indicates expressly that his notice is meant to terminate the agreement sooner, as far as this is possible by law. In that event, the other party shall be entitled to a pro rata reduction of the subscription fees due by him, while deducting any discounts possibly given by SCM in connection with the period that has been paid for.

2.7 In the event of a subscription of a natural person, the subscription shall end upon notice to SCM of such person’s death.

Prices and Fees

2.8 Unless expressly provided or agreed otherwise, all prices and fees stated by SCM in or on the publications or informative products shall apply to all Subscribers.

2.9 The amounts due by the Subscriber pursuant to a subscription shall be paid in advance.

3. ADVERTISING CONDITIONS

Definition

3.1 Advertisements: any communications, announcements and/or advertisements of any nature whatsoever, included and/or inserted in an information carrier and/or attached thereto.

Advertising Contract: any agreement in which SCM undertakes to place one or more advertisements.

Applicability

3.2 All agreements, quotations and/or offers of SCM with respect to Advertisements shall be governed by the present advertising conditions, in addition to the general provisions, as well as by the Dutch Advertising Industry Regulations (Regelen voor het Advertentiewezen) of Stichting ROTA, as filed with the Registry of the Amsterdam District Court and the Chamber of Commerce in Amsterdam.

3.3 Determination of fees and conditions shall be subject to the provisions of Article 3 of the Dutch Advertising Industry Regulations.

3.4 Any forward Advertising Contracts shall take effect in accordance with the provisions of Article 4 paragraph 5 of the Dutch Advertising Industry Regulations.

Advertising Contracts

3.5 If the Advertising Contract does not state a certain term, the contract shall be deemed to have been entered into for a term of twelve consecutive months. Unless provided otherwise in the Advertising Contract, the Advertising Contract shall relate to at least the agreed space and SCM may exceed the agreed space, all within the contract term and in accordance with the conditions, all without prejudice to the other party’s right to give written notice of termination of the agreement, with due observance of the applicable notice period.

Payment

3.6 If and to the extent that Advertising Contracts are governed by the Dutch Advertising Industry Regulations, the provisions of Article 17 of the Dutch Advertising Industry Regulations with respect to payment, interest and costs shall prevail over SCM’s General Conditions in that respect.

Refusal of Advertisements

3.7 Without prejudice to the provisions of Article 12 of the Dutch Advertising Industry Regulations and the provisions of SCM’s General Conditions, SCM shall at all times be entitled to refuse, cancel or suspend performance of assignments, without giving reasons and without any liability to pay damages arising on SCM’s part. SCM shall also be entitled to do so in respect of Advertising Contracts that have already partially been performed.

Supply of Materials

3.8 The other party shall arrange that the advertising materials are supplied in good time and in accordance with SCM’s instructions. If, in SCM’s opinion, the advertising materials have not been received, or have not been received timely or correctly, or if the advertising materials are useless, incomplete and/or damaged, the other party’s right to have the Advertisement placed shall be forfeited, without prejudice to the other party’s obligation to perform all its financial obligations.

3.9 In the event that all or part of the Advertisement stated is printed illegibly, incorrectly or incompletely, the other party shall exclusively be entitled to a reduction of the agreed price or renewed placing of the Advertisement, however, only to the extent that the Advertisement can be deemed not to be fit for its purpose, at the discretion of SCM.

Liability for Materials

3.10 SCM shall observe the usual care in respect of slides, working drawings, lay-outs and other materials provided to it by the other party for a period of twelve months after provision. After expiration of such twelve-month period SCM may destroy the slides, working drawings, lay-outs and other materials provided by the other party, or return them to the advertiser at the latter’s expense and risk.

4. CONDITIONS FOR ON-SITE COURSES AND TRAININGS

Definitions

4.1 Principal: any business, institution or private individual who negotiates the issuance of an Assignment with SCM or has issued an Assignment to SCM.

Assignment: the agreement in which a Principal issues an assignment to SCM for the provision of a Course, the preparation and supply of Training Materials, in any form whatsoever, and/or the performance of other services, such as consultancy, posting and examination, all in the broadest sense.

Course: an educational activity, training, retraining, refresher course, seminar, workshop or any other type of training provided by SCM.

Participant: any person registering with SCM or being registered by a Principal in order to attend a Course.

Enrolments: registration of a Participant for a Course.

Training Materials: course, teaching or instruction materials, documentation, dictations, syllabi or other materials, in any form whatsoever, used for the provision of a Course or the performance of an Assignment.

Applicability

4.2 All agreements, quotations and/or offers of SCM and enrolments with respect to Courses shall be governed by the present conditions for participants, in addition to the general provisions.

4.3 If the Principal arranges the Participant’s Enrolment, the Principal undertakes vis-à-vis SCM to disclose these conditions for participants to, and impose them upon, the Participant. The Principal shall indemnify SCM against any claims of the Participant if SCM cannot invoke the provisions of these education conditions against the Participant due to breach by the Principal of such obligations.

Fees

4.4 SCM may make interim revisions to the fees of Courses that continue for more than six months if, in SCM’s opinion, cost increases, either as a result of a communication of the Ministry of Economic Affairs or otherwise, give rise thereto. The Participant shall be notified in writing of the fee revision well in advance. Fee increases shall not have retroactive effect and shall apply only to instalments due after the effective date of the fee increase. Dependent on unforeseeable deviations in the Participant’s level, interim adjustments of the study material and/or interim adjustment of the specific circumstances, the actual duration of the Course may be shorter or longer than stated in SCM’s offer. In such event SCM shall be entitled, at its sole discretion, to adjust the course fee to the actual situation and/or circumstances. The Participant and/or the Principal shall timely be notified thereof in writing.

Correctness of Information Provided

4.5 All quotations and/or statements as to the services and products, such as the duration of the Course, the scope and technical design of the Training Materials or other works, shall be made to the best of SCM’s knowledge, subject to reasonable deviations.

4.6 Any minor errors in the Training Materials or other works prepared by SCM, including typographical errors not affecting the editorial contents or the illustrations, graphics, etc. of the materials, shall not constitute ground for rejection of the project or refusal of the delivery or of changes to the agreed fee.

Delivery

4.7 SCM shall not be bound to any delivery terms that can no longer be met due to circumstances that have occurred after entering into the agreement. If any term threatens to be exceeded, SCM and the Principal shall consult as soon as possible.

4.8 Any variations to an Assignment may result in adjustment of the agreed fee and/or the original time schedule and delivery term. No such variations shall constitute ground for dissolution.

Admission; Classes

4.9 SCM reserves the right, at its own discretion, to decide whether or not to admit participants to a Course based on its admission requirements as disclosed from time to time. Admission shall not constitute a guarantee on the part of SCM that the Participant will successfully complete the Course to which he is admitted.

4.10 SCM shall be entitled to exclude Participants who, as a result of their behaviour or otherwise, hinder the normal progress of the course thus impairing their fellow participants, from further participation in the Course. Exclusion shall not affect the obligation to pay the course fee.

4.11 The class dates and times shall be strictly observed, save force majeure. SCM shall not be under any obligation to repeat any classes for Participants who were prevented from attending. The obligation to pay the course fee for missed classes shall not be affected.

4.12 The Principal undertakes to notify any employees engaged by SCM who, in the course of the agreement, will now or in the future be performing activities on the Principal’s premises, of any risks entailed in the activities of the Principal’s business in advance. Furthermore, SCM or at least the employee(s) responsible for the performance of the Assignment, shall be adequately notified of the measures taken by the Principal to reduce the said risks and to prevent accidents.

Force Majeure

4.13 In addition to Article 1.18 of the general provisions, force majeure shall include all circumstances beyond SCM’s reasonable control which preclude the provision of a Course, irrespective of whether such circumstances were foreseeable at the time of the agreement.

4.14 If the situation of force majeure affects a certain class, SCM shall try to set another time or day for such class or shift the entire class programme by one time unit. If the situation of force majeure affects all or the not yet provided part of a Course and there is no reasonable prospect of commencement or resumption in the short term, SCM shall be entitled to cancel the Course in writing and the obligations of the parties shall mutually expire without any obligation to pay damages.

Liability

4.15 In addition to the provisions of Article 1.21 ff. of the general conditions, SCM shall not be liable for any damage arising during or as a result of the use of the Training Materials composed by SCM and/or for any damage arising while attending classes. The Participant shall be deemed to follow the safety instructions and standards. In the event of refusal to do so, the Participant shall be fully liable. The Participant shall indemnify SCM against any third-party claims in that respect.

Intellectual Property Rights

4.16 In the event that the Principal provides any drawings, designs or other instructions in the broadest sense for the purpose of development and/or composition of Training Materials or other works, the Principal shall assume full responsibility and liability for non-infringement by the Training Materials of any third-party intellectual property rights or any other rights. The Principal shall indemnify SCM against any third-party claims in that respect.

4.17 SCM undertakes carefully to keep all business information provided by the Principal. SCM shall not disclose any such information to third parties for inspection or use, or publish it, unless after prior consultation with the Principal. Unless agreed otherwise in writing, SCM shall be free to use any information provided by the Principal and/or the Participant to SCM in the performance of the Assignment

4.18 Unless expressly agreed otherwise in writing between the parties, the copyrights and/or other intellectual property rights in the Training Materials prepared by SCM or any other work ensuing from or related to an Assignment or Course shall be owned by SCM.

4.19 The Principal and the Participant may use all Training Materials or any other work created and/or provided by SCM for their own purposes only. Without the express prior written consent of SCM, Training Materials or any other work or any part thereof may not be reproduced and/or disclosed by means of print, photocopy, microfilm, video disc, magnetic disc or tape, in any way whatsoever, storage in a consultation system accessible to third parties or electronically or otherwise, or alienated, sold or otherwise made available to any third parties.

4.20 SCM shall not make any duplicates of Training Materials available. SCM may, at its own discretion, make exceptions to this rule if deemed reasonable by it based on specific circumstances. In such event the duplicates shall be provided against payment.

Cancellation

4.21 In the event of insufficient Enrolments for a Course, SCM shall at all times have the right to cancel the Course without being liable for compensation of any damage or costs.

5. CONDITIONS FOR PARTICIPANTS AND SPONSORS OF EVENTS

Definitions

5.1 Participation Fee: The fee due to SCM by the Participant pursuant to the participation agreement in consideration of participation in the Event.

Participant: The party that has entered into a participation agreement with SCM.

Event: The event, trade fair, conference or exhibition with respect to which the participation agreement has been entered into.

Registration Form: The document describing and setting forth the participation agreement.

Order Confirmation: The document describing and setting forth the sponsorship agreement. This is the agreement in which SCM provides Stand Space, promotional resources and/or services to the Participant under specific conditions and for a limited period of time.

Promotional Resources and Services: The resources, expressed in money, provided to the Sponsor to bring its product, service or trademark to the attention of the public, other than by using Stand Space.

Sponsor: The party that has concluded a sponsorship agreement with SCM for the Event.

Sponsor Funds: The fee payable under the sponsorship agreement by the Sponsor to SCM for the use of the Stand Space and other services agreed and the general organisational services described in that agreement and performed or to be performed by SCM.

Stand Space: The exhibition area, expressed in square metres, provided to the Sponsor, the location and shape of which are designated by SCM.

Applicability

5.2 All agreements, quotations and/or offers of SCM with respect to participation in events shall be governed by the present conditions for events, in addition to the general conditions.

Dates and Duration

5.3 If – at SCM’s discretion – justified by special circumstances, SCM may change the dates set for the Event or cancel the Event. Special circumstances shall include insufficient interest, insufficiently representative supply, disputes within the relevant industry and all such circumstances as, in SCM’s opinion, after a weighing of interests, may jeopardise the success of the Event.

5.4 In the event of a change in the dates set, the participation agreement shall remain unaffected. The Participant’s and/or Sponsor’s obligation to pay the other costs related to its participation and/or sponsoring incurred by or via SCM at the Participant’s request, shall not be affected.

5.5 In no event shall the Participant and/or Sponsor be entitled to any damages to be paid by SCM, in any form whatsoever, based on a decision as referred to in Articles 5.3 and 5.4.

Payment

5.6 The Participation Fee shall be due upon the dates set in the participation agreement. SCM shall be entitled to invoice as soon as the signed Registration Form has been returned. An advance invoice may precede the actual invoice.

5.7 The Participant and/or Sponsor shall be liable for all costs due to SCM in connection with its participation, irrespective of whether such costs have been incurred by the Participant and/or Sponsor itself or by third parties acting in the their name.

Liability

5.8 SCM shall not be liable for any damage, howsoever denominated, suffered by the Participant and/or Sponsor or its employees or visitors, including lost business and damage due to theft, destruction or any other cause whatsoever, if such damage is attributable to third parties. The Participant and/or Sponsor shall indemnify SCM against any third-party claims for damages, howsoever denominated, caused by the Participant itself or its employees or visitors.

Participants and/or Sponsors Regulations

5.9 If applicable, the Participants and/or Sponsors regulations of the location shall be deemed to form part of the participation agreement. A free copy of the regulations shall at all times be available from SCM upon request.

6. CONDITIONS FOR PRINCIPALS OF EVENTS

Definitions

6.1 Principal: the party instructing SCM to organise an Event. Event: a conference, seminar, course programme or (study) trip to be organised by SCM upon instruction of the Principal.

Applicability

6.2 All agreements, quotations and/or offers of SCM with respect to the organisation of Events shall be governed by the present conference conditions, in addition to the general provisions.

Offers, Formation of Agreements and Third-party Invoices

6.3 The cost estimate issued by SCM shall be deemed to be a reference price, even after formation of the agreement. In the event that the estimate will be exceeded, SCM shall require the prior approval of the Principal, unless the estimate will be exceeded as a result of an increase of costs charged by third parties. In such event SCM shall notify the Principal and the Principal shall pay the increase.

6.4 The arrangements set forth in the explanatory notes to the offer shall be deemed to be preliminary. Any amendments to such arrangements may be made only by mutual consultation. The Principal undertakes to render all its co-operation to any such amendment to not jeopardise the timely and proper performance of the agreement.

6.5 If, in the performance of the agreement, SCM engages the services of third parties, SCM shall deal with such third parties in the name, and at the expense and risk, of the Principal. The Principal shall indemnify SCM against any third-party claims in that respect.

6.6 Any invoices of third parties engaged by SCM, on behalf of the Principal, shall be verified by SCM and, after approval, be paid by the Principal within the term set in that respect, unless SCM has already paid such invoices on behalf of the Principal. In such event the relevant costs shall be due by the Principal to SCM and shall be paid to SCM by the Principal on SCM’s first demand.

Cancellation

6.7 Until ultimately two months prior to the date of (commencement of) the Event, the Principal may cancel the agreement in writing, in which event the costs of hours already spent and expenses already incurred by SCM in respect of performance of the agreement shall be due by the Principal to SCM. Furthermore, the Principal shall reimburse all costs of third parties engaged by SCM for the purpose of the Event, either to such third parties directly or to SCM if SCM has engaged such third parties in its own name.

6.8 In the event of cancellation of the agreement by the Principal less than two months prior to (commencement of) the Event, the total fees due to SCM and any third parties engaged as set forth in the offer shall be due by the Principal.

Liability

6.9 SCM shall not be liable for any damage caused by third parties engaged by SCM in the performance of the agreement with the Principal.

6.10 The Event shall be organised in the name, and under the responsibility, of the Principal. SCM waives any liability for damage that may be suffered by any participants, speakers and other third parties as a result of the Event and/or its organisation. The Principal shall indemnify SCM against any such claims.

General Conditions
Supply Chain Media BV

1 January 2013