[Distributors] General Sales Conditions (July 1st, 2022)

The present version of the General Sales Conditions, updated in February 2022, is applicable to all subscriptions and renewals that begin on or after July 1st, 2022.

VirtualExpo operates various marketplaces allowing listed manufacturers and distributors to receive sales requests from potential buyers interested in the products present on the different marketplaces.

The present General Sales Conditions govern the relationship between VirtualExpo and the distributors under the terms set out below.

Article 1. DEFINITIONS
Article 2. APPLICATION OF THE GENERAL SALES CONDITIONS – CONCLUSION OF THE CONTRACT
Article 3. MARKETPLACES AND SERVICES
Article 4. DURATION AND TERMINATION OF THE CONTRACT
Article 5. CREATING A SELLER ACCOUNT
Article 6. THE DISTRIBUTOR’S OBLIGATIONS AND RESPONSIBILITIES
Article 7. VIRTUALEXPO’S OBLIGATIONS AND RESPONSIBILITIES
Article 8. INTELLECTUAL PROPERTY
Article 9. PERSONAL DATA
Article 10. GENERAL PROVISIONS
Article 11. APPLICABLE LAW AND DISPUTES

Article 1. DEFINITIONS

ADDITIONAL SERVICES: refers to all paid services enabling the optimization of the performance of the STARTER OFFER.

CONTENT: refers to any content (text, photographs, videos, etc.) relating to a MANUFACTURER or their PRODUCTS online on the MARKETPLACE, including, where applicable, brochures or technical data sheets for the PRODUCTS and information or trends relating to the business field or to a MANUFACTURER’S project.

CONTRACT: this is established between VirtualExpo and the DISTRIBUTOR by the present GENERAL SALES CONDITIONS as well as any document expressly accepted in writing by VirtualExpo and the DISTRIBUTOR, such as specific conditions, a quote or an order.

DISTRIBUTOR: refers to any professional who distributes the PRODUCTS of one or more MANUFACTURERS in a country or given geographical zone.

MANUFACTURER: refers to any professional who manufactures and/or commercializes PRODUCTS under their own brand.

MARKETPLACE: refers to any website published and run by VirtualExpo with the following domain names: directindustry, archiexpo, medicalexpo, nauticexpo, aeroexpo.online, and agriexpo.online.

ONLINE PAYMENT: refers to an option that can be activated by the MANUFACTURER or DISTRIBUTOR allowing the POTENTIAL BUYER to pay a quote directly online through a secure payment provider.

POTENTIAL BUYER: refers to any person, professional, or consumer, who accesses and browses the MARKETPLACE.

PRODUCT: refers to any product (and where applicable, any service) offered by a MANUFACTURER or a DISTRIBUTOR and listed on the MARKETPLACE.

PROSPECT: refers to any POTENTIAL BUYER who has identified himself or herself on one of the MARKETPLACES (Last name, First name, email address, etc.).

REQUEST: refers to requests for information (quotes, price options, documentation, and questions) made by POTENTIAL BUYERS and sent by email to the DISTRIBUTOR.

SELLER ACCOUNT (Professional Account): refers to an interface made available to DISTRIBUTORS to manage their brands, PRODUCTS, sales zone, and invoices as well as view their reporting.

SUBSCRIBING DISTRIBUTOR: refers to any DISTRIBUTOR who has signed up for a SUBSCRIPTION in accordance with the present GENERAL SALES CONDITIONS.

SUBSCRIBING MANUFACTURER: refers to any MANUFACTURER who has signed up for a SUBSCRIPTION in accordance with the GENERAL SALES CONDITIONS FOR MANUFACTURERS.

SUBSCRIPTION: subscription of services including:

for a MANUFACTURER, the STARTER OFFER gives visibility to their PRODUCTS and CONTENT on the MARKETPLACE for their defined geographical area
for a DISTRIBUTOR, the STARTER OFFER highlights a selection of PRODUCTS they distribute on the MARKETPLACE for the defined sales zone
and potentially ADDITIONAL SERVICES.

VirtualExpo: refers to the company VirtualExpo, a simplified joint stock company registered under number 432 439 701 with the Marseilles Trade and Companies Register (RCS), with headquarters at 17 avenue André Roussin 13016 MARSEILLES and whose legal representative is the VirtualExpo Group.

Article 2. APPLICATION OF THE GENERAL SALES CONDITIONS – CONCLUSION OF THE CONTRACT

Use of the MARKETPLACE’S features and services by the DISTRIBUTOR implies acceptance of the GENERAL SALES CONDITIONS. The acceptance of the GENERAL SALES CONDITIONS by one of the employees or associates of the DISTRIBUTOR (legal entity) is deemed to be made in the name and on behalf of said DISTRIBUTOR by a duly authorized person. The purpose of the present GENERAL SALES CONDITIONS is to establish the contractual provisions relating to the respective rights and obligations of VirtualExpo and the DISTRIBUTOR concerning the services provided by VirtualExpo to the DISTRIBUTOR.

The GENERAL SALES CONDITIONS, as well as any document expressly accepted in writing by VirtualExpo and a DISTRIBUTOR such as specific conditions, a commercial offer, or an order, constitute the CONTRACT between VirtualExpo and the DISTRIBUTOR.

The French version of the GENERAL SALES CONDITIONS is available through the URL https://resources.virtual-expo.com/fr/salon/conditions-generales-de-vente-salon/distributeurs-conditions-generales-de-vente/.

Article 3. MARKETPLACES AND SERVICES

The purpose of the MARKETPLACE(S) is to present PRODUCTS distributed by the DISTRIBUTORS to POTENTIAL BUYERS, to provide POTENTIAL BUYERS with information and allow them to be put in contact with one or more DISTRIBUTORS. The MARKETPLACES cover different sectors and themes and are written in different languages.

The services described below are valid for a particular MARKETPLACE, as indicated in the order or the one on which the PRODUCTS distributed by the DISTRIBUTOR are listed.

VirtualExpo provides DISTRIBUTORS with services as described below.

3.1. Services included in the SUBSCRIPTION – STARTER OFFER (formerly called the BUSINESS OFFER until 10/31/2023)

The SUBSCRIPTION allows the DISTRIBUTOR to:

Manage the portfolio of distributed brands – in order to do so, the DISTRIBUTOR must be authorized to distribute the products of the brands selected in their SELLER ACCOUNT
Be highlighted in search results on the MARKETPLACE
Receive and respond to requests from PROSPECTS
Manage the products of the brands they distribute
Define their sales zone
Save and view PROSPECT conversation history
View their seller rating
Benefit from customer service support
Benefit from personalized follow-up by an account manager
Handle each REQUEST through a negotiation interface with the POTENTIAL BUYER that includes:
- a messaging service
- the ability to upload attachments online (brochures, product pages, price documents, etc.)
- the ability to submit quotes online
- activation of ONLINE PAYMENT

Important: the MARKETPLACES do not take any commission on sales. Only the costs of processing the payment by VirtualExpo’s provider MANGOPAY are charged to the DISTRIBUTOR when they activate ONLINE PAYMENT. These fees will be deducted automatically as follows:

	Payment by credit card	Payment by bank transfer
Service fee	0.9% of the transaction amount + €0.10	0.25% of the transaction amount

NB: When a DISTRIBUTOR subscribes to a SUBSCRIPTION, it is possible that some MANUFACTURERS whose products the DISTRIBUTOR distributes will have previously subscribed to a SUBSCRIPTION. In such a case, VirtualExpo draws the attention of the DISTRIBUTOR in question to the fact that the said MANUFACTURERS may refuse to integrate them into their sales network on the MARKETPLACE(S).

3.2. Additional Services

VirtualExpo also offers the following services to DISTRIBUTORS who have subscribed to the STARTER OFFER:

The activation of the services mentioned in article 3.1 on several MARKETPLACES
The creation of a stand for one or more brands not present on the MARKETPLACES. VirtualExpo reserves the right to refuse this creation if the brand and the associated products are incompatible with the editorial content of said MARKETPLACE.
The creation of a VirtualStore, a website made available to the SUBSCRIBING DISTRIBUTOR and hosted by VirtualExpo, that includes the following services:
- An administration interface that enables, among other things, entering a price and/or a discount for each PRODUCT.
- The integration into the VirtualStore of the brands and associated PRODUCTS, CONTENT and advertising banners present on the MARKETPLACE(S) stipulated in the order.
- The ability to receive REQUESTS from POTENTIAL BUYERS.
- Search engine indexing of the VirtualStore.

Article 4. DURATION AND TERMINATION OF THE CONTRACT

4.1. Duration of the contract

The SUBSCRIPTION CONTRACT will take effect on the SUBSCRIPTION start date specified in the order for a period of 12 months. This CONTRACT will be tacitly renewed every 12 months unless terminated under the conditions indicated below.

The DISTRIBUTOR may terminate their SUBSCRIPTION by email subject to a minimum of 30 days’ notice before the end of the ongoing SUBSCRIPTION. Termination will be effective at the end of the 12-month SUBSCRIPTION.

The ADDITIONAL SERVICES included in the SUBSCRIPTION CONTRACT follow the same tacit renewal system.

4.2 Termination of the contract

The parties may terminate the CONTRACT in the event of a breach by the other party of any of its obligations after prior notification indicating the alleged breach has remained unsuccessful. In the meantime, VirtualExpo may suspend the services.

Termination shall be without prejudice to any damages that may be claimed by VirtualExpo from the DISTRIBUTOR for damages suffered.

VirtualExpo may refuse the subscription of a new SUBSCRIPTION to any DISTRIBUTOR who has committed a breach of the GENERAL SALES CONDITIONS.

Termination of the CONTRACT, for any reason, whether early or at the end of the agreement, will terminate the rights granted in these GENERAL SALES CONDITIONS and access to the DISTRIBUTOR’S SELLER ACCOUNT will be terminated. The DISTRIBUTOR will be personally responsible for the recovery of their data if necessary.

4.3. Pricing and price increases

The prices applicable to a first SUBSCRIPTION or to the purchase of ADDITIONAL SERVICES outside of a SUBSCRIPTION will be the prices in effect at the date of the order.

The prices will increase each year by 2%. The DISTRIBUTOR will be notified of any increase above this amount, with an explanation, prior to the renewal period. The prices applicable during a tacit renewal will be the prices in effect on the date of renewal.

All orders are payable by bank transfer, credit card or Paypal according to the payment conditions specified in the order. If the payment is not received, VirtualExpo will stop providing the services pertaining to the SUBSCRIPTION or ADDITIONAL SERVICES, reserves the right to no longer list the DISTRIBUTOR on the MARKETPLACE(S) and will, if necessary, take the necessary steps to recover the full amount of the corresponding invoice. This does not extend the duration of the SUBSCRIPTION by the duration of the suspension of the services due to the DISTRIBUTOR’S fault.

4.4. Discovery period

Exceptionally, a DISTRIBUTOR can benefit from a discovery period of a limited duration. The
associated CONTRACT will be subject to the same General Sales Conditions as the SUBSCRIPTION
except for the duration and the tacit renewal. The discovery period will take effect on the start date
for the period specified in the order. All discovery period orders must be paid in advance by bank
transfer, credit card or Paypal.

Article 5. CREATING A SELLER ACCOUNT

The DISTRIBUTOR must have a SELLER ACCOUNT created by VirtualExpo in order to manage their SUBSCRIPTION. The DISTRIBUTOR agrees to provide VirtualExpo with accurate, faithful, and up-to-date data, and to communicate to VirtualExpo any necessary updating of the data communicated at the time of their registration. Once the DISTRIBUTOR has signed up, they will receive a SELLER ACCOUNT creation confirmation email from VirtualExpo. The DISTRIBUTOR will have an email address and password that are personal and confidential. The DISTRIBUTOR undertakes to ensure the confidentiality of their email address and password and will be liable for fraudulent use of this information. Any DISTRIBUTOR who is aware of fraudulent use of their login details must inform VirtualExpo as soon as possible.

Article 6. THE DISTRIBUTOR’S OBLIGATIONS AND RESPONSIBILITIES

6.1. The Legality of PRODUCTS

The DISTRIBUTOR practices their professional activity under their own responsibility and guarantees that they meet all the applicable legal conditions allowing them to perform this activity, whether they concern the DISTRIBUTOR or the PRODUCTS. The DISTRIBUTOR is responsible for ensuring that the PRODUCTS listed on the MARKETPLACE(S) comply with the regulations in force, in particular having all the necessary rights over these PRODUCTS and ensuring that they do not affect the rights of third parties.

6.2. The Relationship with POTENTIAL BUYERS

The DISTRIBUTOR alone is responsible for their obligations regarding their relationship with POTENTIAL BUYERS with whom they have come into contact via the MARKETPLACE(S).

The DISTRIBUTOR undertakes to handle the REQUESTS of POTENTIAL BUYERS within a reasonable time and with diligence. Any complaint made by a POTENTIAL BUYER against a DISTRIBUTOR may result in the temporary deactivation of REQUESTS received by email.

The DISTRIBUTOR undertakes to comply with the provisions applicable to POTENTIAL BUYERS’ personal data, in accordance with Article 9 of the GENERAL SALES CONDITIONS.

The relationship between the DISTRIBUTOR and the POTENTIAL BUYER, in particular in the event of an offer or the sale of a PRODUCT, shall be exclusively subject to the conditions determined between them, without any liability on the part of VirtualExpo, who is not party to the relationship between the DISTRIBUTOR and the POTENTIAL BUYER.

The DISTRIBUTOR guarantees VirtualExpo against any action brought by a POTENTIAL BUYER or by any third party, in particular with respect to a PRODUCT or more generally with respect to a DISTRIBUTOR’S breach of the GENERAL SALES CONDITIONS. In the event of any procedure in which VirtualExpo is blamed, the DISTRIBUTOR undertakes to intervene and to compensate VirtualExpo for any costs, convictions, damages or prejudice resulting from such action.

Article 7. VIRTUALEXPO’S OBLIGATIONS AND RESPONSIBILITIES

7.1. VirtualExpo’s Status

It should be noted that VirtualExpo is not the owner or distributor of the PRODUCTS and CONTENT. VirtualExpo’s sole role may, if necessary, be limited to formatting or translation.

VirtualExpo does not participate in the relationship or possible contract between the DISTRIBUTOR and the POTENTIAL BUYER, who perform their respective obligations under their own responsibility.

The entire relationship between the DISTRIBUTOR and the POTENTIAL BUYER, concerning the PRODUCTS, the sales contract, payment or possible complaints, takes place outside the MARKETPLACE.

As such, VirtualExpo shall not be liable for any breach by the POTENTIAL BUYER of their obligations to the DISTRIBUTOR or vice versa. VirtualExpo does not assume any intermediation regarding prices potentially invoiced by the DISTRIBUTOR, any mission to verify the creditworthiness or even the actual existence of the POTENTIAL BUYERS.

Hence the DISTRIBUTOR acknowledges that they make the information and contractual conditions concerning the service available and conclude, where applicable, the contract with the PROSPECT under their own responsibility without VirtualExpo being able to have any liability whatsoever in this respect.

Similarly, the DISTRIBUTOR meets their tax and social obligations arising from the provision of services and, more generally, from their activity independently and under their own responsibility.

By listing the PRODUCTS sold by the DISTRIBUTORS in order to communicate the contact details or REQUESTS of a PROSPECT to them, VirtualExpo acts solely as a host within the meaning of Law No. 2004-575 from 21 June 2004 for trust in the digital economy and as an operator of an online platform in accordance with Law No. 2016-1321 for a Digital Republic from 7 October 2016.

All of the indications relating to the MANUFACTURER’S PRODUCTS and sales network (information sheets, characteristics, possible prices, etc.) are established by the MANUFACTURERS (provided by the MANUFACTURERS to VirtualExpo or publicly available on the Internet), without the intervention of VirtualExpo. VirtualExpo cannot therefore be held responsible for information provided by MANUFACTURERS or information publicly available about their PRODUCTS, for which VirtualExpo does not have the status of publisher.

The DISTRIBUTOR is informed that the methods of listing the PRODUCTS on the MARKETPLACE(S) are linked to various criteria such as the relevance of the DISTRIBUTOR’S status based in particular on their international presence and the relevance of the PRODUCT with regard to the level of similarity between the semantics of the search conducted by a POTENTIAL BUYER and the semantics of the chain defined by VirtualExpo (definition/model/brand).

A maximum of 3 PRODUCTS per Brand will be listed for each search. If there is equal relevance, the PRODUCTS of SUBSCRIBING MANUFACTURERS and SUBSCRIBING DISTRIBUTORS will be highlighted.

For services falling within the scope of Law 93-122 from 29 January 1993 (known as the Sapin Law), if the CONTRACT is concluded between VirtualExpo and an intermediary appointed by a DISTRIBUTOR within the meaning of Article 20 of this Law, the intermediary undertakes to inform VirtualExpo of the identity of the DISTRIBUTOR on whose behalf they are acting. VirtualExpo may ask them to provide the mandate signed by the DISTRIBUTOR. The intermediary is solely responsible for their relationship with the DISTRIBUTOR, including defining the applicable conditions and prices, excluding any liability towards the DISTRIBUTOR on VirtualExpo’s behalf.

7.2. Obligations and Limitations of Responsibility

VirtualExpo undertakes to take all the necessary care and diligence when providing the services described above, in accordance with the practices of the profession and the state of the art, in particular undertaking to guarantee permanent access to the MARKETPLACE(S), subject to any maintenance work necessary for the proper functioning of the MARKETPLACE(S) that VirtualExpo will endeavor to limit to the maximum. Additionally, VirtualExpo cannot be held responsible for service interruptions due to a malfunction of network operators and more generally for any system whose operation is not under its control, such as computer, telephone and Internet networks, nor for service interruptions due to cases of force majeure or the actions of a third party.

Despite VirtualExpo’s best efforts, it cannot guarantee a strictly identical display of the CONTENT on all servers and devices used by POTENTIAL BUYERS. Nonetheless, VirtualExpo guarantees to endeavor for optimal readability on the most widely used servers and devices. Any interruption of service shall not entitle the DISTRIBUTOR to any compensation of any nature whatsoever and for any reason whatsoever.

If VirtualExpo were to be liable, its liability would be excluded for immaterial damages such as loss of opportunity, loss of profit, loss of contracts or damage to image and will, in any event, be strictly limited to the amount paid by the DISTRIBUTOR for the services provided.

Article 8. INTELLECTUAL PROPERTY

8.1. VirtualExpo’s Rights

The MARKETPLACES are the property of VirtualExpo and are protected by international copyright and intellectual property laws and treaties.

All rights relating to the MARKETPLACES (with the exception of any PRODUCTS and CONTENT belonging to the MANUFACTURERS), and to the overall concept of VirtualExpo’s activity, their original and innovative nature, in particular:

Intellectual property rights for texts, literary and artistic creations, graphics (including photographs) and audiovisuals
Computer developments and other intellectual works
And, more generally, all creations that may be protected by intellectual property rights such as images, logos, formats, graphic designs, structures, ergonomics, color codes, typographies, fonts, basic graphic elements, screen layouts, page layouts, backgrounds, the MARKETPLACES’ visual identity, sound elements or trademarks

belonging to VirtualExpo and may not be reproduced, used or represented without express authorization subject to legal proceedings.

Likewise, VirtualExpo expressly prohibits:

The extraction, by permanent or temporary transfer, of all or a part of the content from its database to another medium, by any means and in any form whatsoever.
Reuse, by making all or a part of the database content available to the public, whatever the form.
The reproduction, extraction, or reuse, by any means, of the CONTENT listed on the MARKETPLACE.

8.2. The DISTRIBUTOR’S Rights and Obligations

The DISTRIBUTOR declares that the PRODUCTS listed on the MARKETPLACES comply with the regulations concerning intellectual property rights.

By accepting the present GENERAL SALES CONDITIONS, the DISTRIBUTOR expressly states that:

The PRODUCTS and CONTENT do not infringe on the rights of third parties in any way:
- whether it is with regard to the rights concerning the PRODUCTS themselves
- but also with regard to the rights relating to the visuals, photographs, logos, drawings, etc. which contribute to the presentation of the PRODUCT.

The PRODUCTS and CONTENTS do not infringe in any way the intellectual or industrial property rights of third parties, and in particular, they do not constitute an infringement, an act of unfair or parasitic competition of a pre-existing work
And undertakes, in the event of a claim by a third party in this respect:
- on the one hand, to inform VirtualExpo without delay
- and on the other hand, if VirtualExpo were to be attacked directly by the third party of the said claim, to guarantee VirtualExpo against any action, procedure, or condemnation which could be pronounced on this account, including the legal expenses and lawyers’ fees related to it.

To be listed on the MARKETPLACE(S) and throughout the duration of the CONTRACT, the DISTRIBUTOR grants, as necessary, to VirtualExpo, on a non-exclusive basis, the rights necessary for the provision of the services.

Finally, the DISTRIBUTOR expressly authorizes VirtualExpo to mention the existence of this partnership in its communication (in particular on its website, at trade shows, etc.).

Article 9. PERSONAL DATA

9.1. The DISTRIBUTOR’S Personal Data

The personal data concerning the DISTRIBUTOR that is communicated to VirtualExpo is processed in accordance with the VirtualExpo privacy policy available on the MARKETPLACES.

9.2. The PROSPECT’S Personal Data

VirtualExpo and the DISTRIBUTOR shall respectively be successive independent data controllers responsible for separate and successive processing operations with regard to the personal data of PROSPECTS. For information, the collection and processing of data from PROSPECTS by VirtualExpo is governed by the privacy policy available on the MARKETPLACES.

PROSPECTS’ data is provided to the DISTRIBUTOR for the purpose of:

responding to REQUESTS made by PROSPECTS to the DISTRIBUTOR via the MARKETPLACE(S)
and, where applicable, to communicate information to PROSPECTS.

The DISTRIBUTOR acknowledges and accepts that they are the data controller for such personal data and undertakes in this respect:

to comply with the applicable regulations with regard to such data, in particular, the European General Data Protection Regulation 2016/679 (GDPR) and the Data Protection Act No. 78-17 as in force or any other national law that would be applicable to the DISTRIBUTOR or PROSPECT
not to make any other use of such data than that referred to above, except after informing and, if necessary, obtaining consent from PROSPECTS.

9.3. Handling “See Price Options” PROSPECTS in accordance with the General Data Protection Regulation (GDPR)

These PROSPECTS, who have clicked on the “See Price Options” button, have consented to the relevant DISTRIBUTORS contacting them using their personal data. The DISTRIBUTOR can communicate with a “See Price Options” PROSPECT while ensuring that the communicated messages are specifically linked to the PROSPECT’s initial search.

Article 10. GENERAL PROVISIONS

10.1. Validity of the GENERAL SALES CONDITIONS

Any change in the existing laws or regulations, or any decision of a competent court invalidating one or more clauses of the GENERAL SALES CONDITIONS shall not affect the validity of the GENERAL SALES CONDITIONS as a whole.

10.2. Modification of the GENERAL SALES CONDITIONS

The GENERAL SALES CONDITIONS may be modified and updated by VirtualExpo at any time, in particular, to adapt to legislative or regulatory changes. In the event of a refusal of the new GENERAL SALES CONDITIONS, each of the parties may terminate the CONTRACT.

10.3. Waiver

The failure of either party at any time to require strict execution by the other party of any provision or condition of the GENERAL SALES CONDITIONS shall not be deemed a definitive waiver of this provision or condition.

10.4. Independence of the parties

VirtualExpo and the DISTRIBUTOR carry out their respective activities as independent professionals and have no power to act in the name and on behalf of the other party.

Article 11. APPLICABLE LAW AND DISPUTES

The present GENERAL SALES CONDITIONS, the CONTRACT, and, in general, the relations between the DISTRIBUTOR and VirtualExpo are governed by French law.

Prior to any legal recourse, negotiation in a spirit of good faith shall be privileged with the aim of reaching an amicable agreement in the event of any dispute relating to the CONTRACT, including its validity.

If no amicable agreement is reached within one month of one of the parties receiving a written referral of the matter, each party shall regain its full freedom of action and right to appeal to a judge. Only the French courts within the jurisdiction of the VirtualExpo headquarters will be competent.

It is expressly recalled that requests for amicable settlement do not suspend the time limits for instituting legal proceedings.