Business Partner Terms & Conditions

GENERAL TERMS AND CONDITIONS FOR SUPPLIERS OF GOODS AND SERVICES

Last Updated: 20th August 2026

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 & Quality

Time & Quality is of the essence in all contracts. Suppliers must deliver goods and complete services by the agreed-upon dates. Any failure, delay, error, omission, defect or deficiency in delivery of goods or services 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.

6.4 Adjustment of Advance Against Future Work.

Any advance, deposit, mobilization amount, or part payment made by the Company to the Supplier under this Agreement shall, at the sole discretion of the Company, be adjustable and set off against any existing or future work, purchase order, services, deliverables, or other amounts payable to the Supplier under this Agreement or under any other arrangement between the Parties, for any reason whatsoever, including cancellation, postponement, reduction in scope, non-performance, delay, dispute, or revision of requirements, and the Supplier shall not object to or withhold consent for such adjustment.

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

Notwithstanding anything to the contrary contained in this Agreement, the Supplier hereby represents and warrants that it shall indemnify, defend and hold harmless the Company, including its officers, directors, shareholders, employees and affiliates, against any and all claims, demands, actions, proceedings, losses, damages, costs and expenses (including reasonable legal fees), including any third-party claims from the Venue, visitors, exhibitors, other vendors, contractors and other attendees of the Event, arising out of or in connection with (i) any negligent act or omission, defect or deficiency in the goods or services rendered by the Supplier, its employees, contractors or subcontractors, resulting in bodily harm, injury, death or property damage, (ii) any negligence, gross negligence or wilful misconduct of the Supplier or its personnel, (iii) non-compliance with applicable laws by the Supplier including any prescribed safety standards or protocols applicable to the activities of the Supplier, (iv) any unauthorised subcontracting, or (v) any breach of this Agreement. This indemnity is in addition to, and not in lieu of, any other right or remedy available to the Company and shall survive the termination or expiry of this Agreement.

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

The Supplier shall, at its own cost, procure and maintain in force for the entire duration of its engagement with the Company (including any build-up, Event, and dismantling/tear-down period) insurance coverage with a reputable insurer, including at minimum:

1. Commercial General Liability / Public Liability insurance covering bodily injury, death and property damage to third parties, with a minimum sum insured of INR 1 Crore or any other sum as agreed with the company per occurrence, naming/endorsing the Company, its officers, directors and affiliates as additional insured.

2. Professional Indemnity insurance (for Suppliers providing professional or advisory services), with a minimum sum insured of INR 1 Crore or any other sum as agreed with the company per occurrence naming/endorsing the Company, its officers, directors and affiliates as additional insured.

3. Workers' Compensation / Employee Compensation insurance as required by law, together with Group Personal Accident insurance covering all employees, contractors and subcontractors deployed by the Supplier at the Venue, with a minimum sum insured of INR 5 Lacs per person or any other sum as agreed with the company.

4. Commercial vehicle insurance (if applicable) The Supplier shall furnish valid certificates of insurance evidencing the above coverage to the Company prior to commencement of Services and upon each renewal, and shall promptly notify the Company of any lapse, cancellation, or material change in coverage. Failure to maintain the insurance required under this Clause shall entitle the Company to suspend the Supplier's access to the Venue and/or terminate the Contract, without prejudice to the Company's other rights.

11. RESPONSIBILITY FOR SUPPLIER PERSONNEL

The Supplier shall be solely and exclusively responsible for the safety, welfare, wages, statutory benefits (including ESI, EPF, and Workmen's/Employee Compensation), and insurance of its employees, contractors, and subcontractors engaged in connection with the Contract. As between the Company and the Supplier, the Supplier shall bear sole responsibility and liability for any death, personal injury, illness, or disability suffered by its employees, contractors, or subcontractors arising out of or in connection with performance of the Contract, regardless of whether it arises from an accident, equipment failure, third-party act, or otherwise, save where caused solely by the Company's gross negligence or wilful misconduct. The Company shall have no liability whatsoever, whether in contract, tort, or otherwise, to the Supplier's employees, contractors, or subcontractors, or their legal heirs or representatives, and the Supplier shall indemnify and hold the Company harmless against any claims, proceedings, or demands brought by or on behalf of such persons. The Supplier confirms that all such personnel are covered under valid Workmen's Compensation/Employee Compensation and Group Personal Accident insurance for the entire period they are engaged at the Venue, and shall produce evidence of the same on request.

12. TERMINATION AND CANCELLATION

12.1 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.

12.2 Effect of Termination

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

12.3 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.

13. 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.

14. 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.

15. 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.

16. DISPUTE RESOLUTION

16.1 Negotiation

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

16.2 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.

16.3 Governing Law

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

17. GENERAL PROVISIONS

17.1 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.

17.2 Severability

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

17.3 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.

17.4 Subcontracting

In case, the Supplier subcontracts, delegates, or outsources performance of any part of the Services, or engage any third party (including labour contractors, agencies, or individual contractors) to perform any part of the Contract, the same needs to be informed to the Company in writing. Such information shared must identify the proposed subcontractor, the scope of work to be subcontracted, and evidence that the subcontractor holds insurance and licences equivalent to those required of the Supplier under this Agreement. Information to The Company's about subcontracting shall not relieve the Supplier of any obligation or liability under the Contract, and the Supplier shall remain fully and primarily liable for the acts, omissions, negligence, and defaults of any subcontractor and its personnel as if they were its own. Every subcontracting arrangement shall contain terms materially equivalent to the Liability and Indemnification and Insurance Requirements clauses of this Agreement, including a corresponding indemnity running in the Company's favour. Subcontracting undertaken without informing the Company shall constitute a material breach entitling the Company to terminate the Contract immediately and/or remove the unauthorised subcontractor from the Venue without notice.

17.5 Waiver

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

17.6 Notices

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