Business Partner Terms & Conditions

GENERAL TERMS AND CONDITIONS FOR SUPPLIERS OF GOODS AND SERVICES

Last Updated: 22 December 2025

These General Terms and Conditions govern the supply of goods and services to Messe Muenchen India Private Ltd. ("Company") by its suppliers. By entering into any agreement or providing goods or services to the Company, suppliers agree to be bound by these terms and conditions. These terms apply to all exhibition events, trade shows, conferences, and related activities organized or managed by the Company.

1. DEFINITIONS

In these Terms and Conditions, the following definitions apply:

1. "Company" means the Messe Muenchen India Private Limited and its subsidiaries, affiliates, and authorized representatives.

2. "Supplier" means any individual, company, firm, association or organization providing goods or services to the Company.

3. "Event" means any exhibition, trade show, conference, or related activity organized by the Company.

4. "Goods" means any products, materials, equipment, or tangible items supplied to the Company.

5. "Services" means any work, labor, professional services, or activities performed for the Company.

6. "Contract" means any agreement between the Company and Supplier, including purchase orders, service agreements, and these Terms and Conditions.

7. "Venue" means the location where an Event is held.

2. SCOPE OF AGREEMENT

These Terms and Conditions apply to all contracts for the supply of goods and services to the Company unless expressly modified in writing. The Supplier acknowledges that it has read, understood, and agrees to be bound by these terms. Any conflicting terms in the Supplier's documentation shall be void unless specifically accepted in writing by an authorized representative of the Company

3. ORDERS AND CONFIRMATIONS

3.1 Purchase/Work Orders

All orders must be confirmed in writing by the Company through official purchase orders or service agreements. Verbal agreements are not binding unless subsequently confirmed in writing.

3.2 Acceptance

Suppliers must acknowledge receipt and acceptance of orders within 48 hours. Failure to reject an order within this timeframe constitutes acceptance of all terms and conditions

3.3 Modifications

Changes to orders must be agreed upon in writing by both parties. The Company reserves the right to modify quantities, specifications, or delivery schedules with reasonable notice.

4. DELIVERY AND PERFORMANCE

4.1 Timeliness

Time is of the essence in all contracts. Suppliers must deliver goods and complete services by the agreed-upon dates. Delays may result in penalties, additional costs, or contract termination.

4.2 Venue Requirements

Suppliers working at Event venues must comply with all venue regulations, union requirements, and health and safety protocols. All deliveries must be coordinated with venue management and the Company's event team.

4.3 Risk of Loss

Risk of loss for goods passes to the Company upon acceptance at the designated delivery location. Suppliers remain responsible for goods until properly delivered and accepted.

5. QUALITY STANDARDS AND SPECIFICATIONS

All goods and services must conform to the specifications, samples, or descriptions provided by the Company. Goods must be new, merchantable, and fit for their intended purpose. Services must be performed in a professional manner using qualified personnel and industry best practices.

The Company reserves the right to inspect and test all goods and services. Non-conforming items may be rejected, and the Supplier shall bear all costs of replacement, return, or correction.

6. PRICING AND PAYMENT TERMS

6.1 Pricing

All prices are fixed unless otherwise agreed in writing. Prices include all applicable taxes, duties, and delivery charges unless specifically excluded.

6.2 Invoicing

Invoices must be submitted with proper documentation, including purchase order numbers, delivery receipts, and any required certifications. Payment terms are Net 30 days from receipt of correct invoice unless otherwise specified.

6.3 Disputes

The Company may withhold payment for disputed amounts pending resolution. Undisputed portions of invoices remain payable according to normal terms.

7. INTELLECTUAL PROPERTY RIGHTS

Suppliers warrant that all goods and services provided do not infringe upon any third-party intellectual property rights. The Supplier grants the Company a non-exclusive license to use any intellectual property necessary for the intended use of goods or services.

Any work product created specifically for the Company becomes the Company's property. Suppliers must not use the Company's trademarks, logos, or confidential information without express written permission.

8. CONFIDENTIALITY

Suppliers must maintain strict confidentiality regarding all Company information, including but not limited to Event details, exhibitor information, financial data, and business strategies. This obligation continues for 5 (Five) years beyond the termination of any agreement.

Suppliers may not disclose their relationship with the Company or use the Company's name in marketing materials without prior written consent.

9. LIABILITY AND INDEMNIFICATION

9.1 Supplier Liability

Suppliers are fully liable for any damage, injury, or loss caused by their goods, services, or personnel. This includes property damage, personal injury, and consequential damages arising from Supplier's performance or non-performance.

9.2 Indemnification

Suppliers agree to indemnify, defend, and hold harmless the Company from all claims, damages, costs, and expenses arising from the Supplier's breach of contract, negligence, or willful misconduct.

9.3 Limitation of Company Liability

The Company's liability to Suppliers is limited to the contract value. The Company shall not be liable for indirect, consequential, or punitive damages.

10. INSURANCE REQUIREMENTS

Suppliers confirm that they maintain adequate insurance coverage including:

1. General liability insurance with minimum coverage as asked by the Company per occurrence

2. Professional liability insurance (for service providers)

3. Workers' compensation insurance as required by law

4. Commercial vehicle insurance (if applicable)

11. TERMINATION AND CANCELLATION

11.1 Termination for Cause

Either party may terminate agreements immediately upon material breach, insolvency, or failure to perform. The Company may terminate for convenience with reasonable notice.

11.2 Effect of Termination

Upon termination, Suppliers must immediately cease work, return Company property, and submit final invoices. Confidentiality and indemnification obligations survive termination.

11.3 Event Cancellation

If an Event is cancelled, the Company's liability is limited to payment for goods delivered and services performed prior to cancellation notice.

12. FORCE MAJEURE

Neither party shall be liable for delays or failures due to circumstances beyond their reasonable control, including natural disasters, government actions, labor disputes, or other force majeure events. The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact.

13. COMPLIANCE AND REGULATIONS

Suppliers must comply with all applicable laws, regulations, and industry standards. This includes labor laws, environmental regulations, safety standards, and anti-corruption laws. Suppliers must obtain all necessary licenses, permits, and certifications for their operations.

Suppliers warrant that their employment practices comply with all applicable laws and that they do not engage in any form of discrimination, harassment, or unfair labor practices.

14. DATA PROTECTION

Suppliers must comply with all applicable data protection and privacy laws, including but not limited to GDPR, CCPA, DPDP and other regional privacy regulations. Personal data must be processed only as necessary for contract performance and in accordance with the Company's privacy policies.

Suppliers must implement appropriate technical and organizational measures to protect personal data and report any data breaches immediately to the Company.

15. DISPUTE RESOLUTION

15.1 Negotiation

Disputes shall first be addressed through good faith negotiations between authorized representatives of both parties.

15.2 Mediation and Arbitration

If negotiation fails, disputes shall be resolved through binding arbitration in accordance with the rules of the Indian Arbitration Act or other mutually agreed arbitration body.

15.3 Governing Law

These Terms and Conditions are governed by the laws of India, without regard to conflict of law principles.

16. GENERAL PROVISIONS

16.1 Entire Agreement

These Terms and Conditions, together with any written agreements, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.

16.2 Severability

If any provision is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.3 Assignment

Suppliers may not assign their rights or obligations without the Company's prior written consent. The Company may assign its rights and obligations at any time.

16.4 Waiver

No waiver of any provision shall be effective unless in writing. Waiver of any breach does not constitute waiver of subsequent breaches.

16.5 Notices

All notices must be in writing and delivered to the addresses specified in the relevant agreement or these Terms and Conditions.