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 manufacturers under the terms set out below.
Table of Contents
- 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 MANUFACTURER’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 STAND 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 MANUFACTURER by the present GENERAL SALES CONDITIONS as well as any document expressly accepted in writing by VirtualExpo and the MANUFACTURER, such as specific conditions, a commercial offer 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…).
REQUEST: refers to requests for information (quotes, price options, documentation and questions) made by POTENTIAL BUYERS and sent by email to the MANUFACTURER or to members of the MANUFACTURER’S sales network.
SELLER ACCOUNT: refers to an interface made available to MANUFACTURERS to manage their CONTENT, sales network 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 GENERAL SALES CONDITIONS FOR DISTRIBUTORS.
SUBSCRIBING MANUFACTURER: refers to any MANUFACTURER who has signed up for a SUBSCRIPTION in accordance with the present GENERAL SALES CONDITIONS.
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 the 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 MANUFACTURER implies acceptance of the GENERAL SALES CONDITIONS. The acceptance of the GENERAL SALES CONDITIONS by one of the employees or associates of the MANUFACTURER (legal entity) is deemed to be made in the name and on behalf of said MANUFACTURER 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 MANUFACTURER concerning the services provided by VirtualExpo to the MANUFACTURER.
The GENERAL SALES CONDITIONS, as well as any document expressly accepted in writing by VirtualExpo and a MANUFACTURER such as specific conditions, a commercial offer or an order, constitute the CONTRACT between VirtualExpo and the MANUFACTURER.
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/fabricants-conditions-generales-de-vente/.
Article 3. MARKETPLACES AND SERVICES
The purpose of the MARKETPLACE(s) is to present MANUFACTURERS’ PRODUCTS and CONTENT to POTENTIAL BUYERS, to provide POTENTIAL BUYERS with information and allow them to be put in contact with one or more MANUFACTURER(s).
The MARKETPLACES cover different sectors and themes and are written in different languages.
VirtualExpo may list the MANUFACTURER’S PRODUCTS and CONTENT on one or more MARKETPLACES, depending on the data provided by the MANUFACTURER to VirtualExpo or publicly available on the Internet.
The choice of the MARKETPLACE(S) on which the MANUFACTURER’S PRODUCTS and CONTENT are listed is made by VirtualExpo and depends on the MANUFACTURER’S business field, which must correspond with the editorial scope of the MARKETPLACE in question, the nomenclature or possible classification of the PRODUCT and the language the CONTENT is translated into.
VirtualExpo may, at its discretion, translate the MANUFACTURER’S CONTENT into other languages to display said CONTENT and related PRODUCTS on the MARKETPLACE in different languages.
3.1. Services included in the SUBSCRIPTION – STAND OFFER:
The SUBSCRIPTION allows the MANUFACTURER to have a company profile page on the MARKETPLACE mentioned in the order.
This presentation page may include, as an indication, all or some of the following elements:
- The brand logo
- CONTENT related to the MANUFACTURER
- PRODUCTS and associated CONTENT
- Buttons allowing POTENTIAL BUYERS to make REQUESTS
- A negotiation interface with the POTENTIAL BUYER to process each request including:
– a messaging service
– the ability to upload attachments online (brochures, product pages, price documents, etc.)
– the ability to submit quotes
– 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 MANUFACTURER 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 |
- etc.
VirtualExpo will communicate to the SUBSCRIBING MANUFACTURER the REQUESTS addressed to the SUBSCRIBING MANUFACTURER by POTENTIAL BUYERS or the contact details of the POTENTIAL BUYERS who have visited the SUBSCRIBING MANUFACTURER’S stand.
NB: when a MANUFACTURER subscribes to a SUBSCRIPTION, it is possible that some DISTRIBUTORS of their sales network specified in their SELLER ACCOUNT will have already subscribed to a SUBSCRIPTION and therefore will already receive REQUESTS from the MANUFACTURER’S stand. In such a case, VirtualExpo draws the MANUFACTURER’S attention to the fact that it will not be possible to demand that VirtualExpo terminate the SUBSCRIPTION of the said DISTRIBUTOR(S), except in the case of a serious and proven failure on the part of the latter, in particular by proving that the DISTRIBUTOR(S) in question have made a fraudulent use of the said MANUFACTURER’S brand.
3.2 Additional services:
Subject to prior subscription to the STAND OFFER, the SUBSCRIBING SELLER may take out other ADDITIONAL SERVICES allowing:
- the highlighting of PRODUCTS and/or associated CONTENT on the MARKETPLACE
- the purchase of advertising space
- the highlighting of PRODUCTS and/or associated CONTENT in the newsletters
- the highlighting of the brand logo above the footer on the homepage of the MARKETPLACE(s)
- the sending of targeted email marketing campaigns exclusively dedicated to the MANUFACTURER
- the verification of REQUESTS for quotes and price options received by the MANUFACTURER
NB: the purchase of advertising space in e-magazines (or associated newsletters) and the sending of targeted emails can also be purchased to by non-subscribing MANUFACTURERS.
3.3 Specific conditions for targeted email marketing campaigns and advertising campaigns:
The MANUFACTURER accepts and acknowledges that these services may only be provided by VirtualExpo if the MANUFACTURER complies with the following prerequisites and recommendations:
- Sending elements: all brief, text and graphics elements must be sent to the following address: assistantecommerciale@virtualexpo.com
- Mock-up validation: VirtualExpo will send the mock-up to the MANUFACTURER for approval. The price of the service includes one revision of the mock-up (text, graphics). For “marketplace banners”, the MANUFACTURER will have 72 hours to indicate the desired modifications before the mock-up is automatically published online.
- Statistical report: VirtualExpo will send the MANUFACTURER a statistical report on the email marketing campaign maximum 10 days after the campaign is sent out including statistics on the delivery rate, open rate, click-to-open rate, unique clickers and the areas of the message that were clicked. The list of email addresses of those who clicked is supplied separately in CSV format. This includes message links other than technical links (online version and unsubscribe links). Information entered in other fields is supplied when available: contact name, company name, language and country. The statistical report meets market standards: delivery rate, open rate, click-to-open rate and the list of unique clickers. For advertising campaigns other than targeted email campaigns, statistics regarding each type of advertising campaign will be communicated in the MANUFACTURER’S SELLER ACCOUNT. This statistical data is provided for information purposes only and is subject to the proper functioning and/or the absence of opposition to the use of the tracking techniques.
- Cancellation: any cancellation request received less than 10 working days before the date scheduled for sending the marketing email or posting the online advertising will result in a penalty of 50% of the total amount due for the service.
3.3.1. Specific conditions for targeted email marketing campaigns
The following must be provided:
- a few words describing the main goal of the campaign (for example: announcing a new PRODUCT launch)
- the email address of the person from the MANUFACTURER’S team who will be VirtualExpo’s production team’s primary contact
- the MANUFACTURER’S logo (.eps, .ai or .svg)
- the image to be used to illustrate the campaign in high-definition format (.gif or .jpeg), 500 kB maximum and at least 600 pixels wide
- the font to be used in the image. The MANUFACTURER must provide:
– either the name of the desired system font
– or for a specific font, the files allowing VirtualExpo to carry out the service. For optimal readability, the MANUFACTURER should favor system typography in the HTML code.
- the descriptive text to be used in the body of the email (maximum 50 words)
- complete information on the PRODUCT(s) highlighted in the campaign (press kit, press releases, product description, newspaper/magazine content, etc.)
- The redirection URL for POTENTIAL BUYERS (by default, if the MANUFACTURER doesn’t provide a URL VirtualExpo we will create a generic landing page.) VirtualExpo can include UTM or any other type of tracking, but not javascript.
- subjet/title of the email: 60 characters maximum
- pre-header text: 50 characters maximum
- slogan/signature: 15-20 words maximum.
Any text or document supplied for the creation of the campaign must be in English or French. Any order that must be handled in a language other than French or English will require an additional week, as well as additional charges (translation of the texts and documents into the working language of the production team).
Date and deadlines: the exact start date of the email campaign must be indicated. If, when providing the required elements, the MANUFACTURER does not supply the exact sending date of the “targeted email” campaign, VirtualExpo cannot begin work (graphics, editing, HTML, etc.). In this case, VirtualExpo will by default propose a date according to the calendar and the available targeted categories when the order is received.
The MANUFACTURER must supply all necessary material 21 working days before the targeted email sending date. Each day’s delay will result in an equivalent delay in the actual sending date of the campaign subject to the schedule and targeted categories available at the time of sending. Similarly, the delays taken by the MANUFACTURER in responding to requests for validation of the mock-up or requests for revision of the mock-up will delay the date on which the email campaign will be sent out.
It is possible to change the initially scheduled sending date. However, the new date will be determined as a function of our overall mailing campaign schedule, the production team’s work load and the availability of targeted categories.
VirtualExpo tries to keep marketing pressure on the VirtualExpo database at a reasonable level to ensure the performance of the MANUFACTURER’S campaign. VirtualExpo undertakes not to solicit the same POTENTIAL BUYER more than once a month with respect to a given category.
3.3.2. Conditions specific to advertising campaigns
Elements to be provided:
the MANUFACTURER may supply their own graphics (for example, advertising for the MARKETPLACES(s), newsletter(s) or e-magazine(s)) or their own video. However, all graphics or videos created by the MANUFACTURER must be approved by the VirtualExpo graphics team. The team might request a modification to ensure compliance with the VirtualExpo graphics guide.
The VirtualExpo production team can also perform this service subject to an order.
The MANUFACTURER thus undertakes to supply the necessary material 6 working days before the online display or publication date for MARKETPLACE banners and 10 working days for e-magazine advertising, newsletter banners and videos, namely:
The necessary brief, text and graphics elements:
- the email address of the person from the MANUFACTURER’S team who will be VirtualExpo’s production team’s primary contact
- the brand logo (.eps, .ai or .svg) and one or more high-definition images (.gif or .jpeg), 500 kB maximum
- the font to be used: the typography desired by the MANUFACTURER. For a specific font, the MANUFACTURER must provide the files allowing VirtualExpo to complete the service.
- Slogan/signature: 15-20 words maximum.
Conditions specific to e-magazine advertising or a newsletter banner:
- The redirection URL for POTENTIAL BUYERS: by default, if the MANUFACTURER doesn’t provide a URL, will be the homepage of the MARKETPLACE linked to the newsletter or e-magazine in which the MANUFACTURER purchased an advertising spot
- Issue choice: the dates are set in advance for the entire current year.
Specific conditions for marketplace banners:
- Campaign start and end dates.
If the original campaign date is changed, the new date will be determined according to the overall availability of the required advertising space.
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 MANUFACTURER 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, in particular, in the event of a report of manifestly unlawful CONTENT.
Termination shall be without prejudice to any damages that may be claimed by VirtualExpo to the MANUFACTURER in reparation for damages suffered as a result.
VirtualExpo may refuse a new SUBSCRIPTION to any MANUFACTURER 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 MANUFACTURER’S SELLER ACCOUNT will be terminated. The MANUFACTURER 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 MANUFACTURER 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 MANUFACTURER, CONTENT and PRODUCTS 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 MANUFACTURER’S fault.
4.4. Discovery Period
Exceptionally, a MANUFACTURER 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 MANUFACTURER must have a SELLER ACCOUNT created by VirtualExpo in order to manage their SUBSCRIPTION. The MANUFACTRER 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 MANUFACTURER has signed up, they will receive a SELLER ACCOUNT creation confirmation email from VirtualExpo. The MANUFACTURER will have an email address and password that are personal and confidential. The MANUFACTURER undertakes to ensure the confidentiality of their email address and password and will be liable for fraudulent use of this information. Any MANUFACTURER who is aware of fraudulent use of their login details must inform VirtualExpo as soon as possible.
Article 6. THE MANUFACTURER’S OBLIGATIONS AND RESPONSIBILITIES
6.1. The Legality of CONTENT and PRODUCTS
The MANUFACTURER 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 MANUFACTURER or the PRODUCTS.
The MANUFACTURER is responsible for ensuring that the CONTENT and PRODUCTS listed on the MARKETPLACE(S) comply with the regulations in force, in particular having all the necessary rights over these CONTENT and PRODUCTS and ensuring that they do not affect the rights of third parties.
For example, and in a non-exhaustive manner, the MANUFACTURER undertakes not to publish (or cause to be published) CONTENT defined as illegal by law, misleading, unfair, infringing on the personality rights of third parties, such as image, private life or the intellectual property rights of third parties.
Failing this, in particular in the event of a report of manifestly unlawful content, VirtualExpo reserves the right to remove any PRODUCT or other CONTENT, or more generally the MANUFACTURER’S entire stand, from the MARKETPLACE(S).
Furthermore, the distinction between each PRODUCT must be significant and correspond to major differences in terms of technology, application and/or material. If a PRODUCT does not respect this rule, VirtualExpo reserves the right to refuse to list it on the MARKETPLACE(s).
6.2. The Relationship with POTENTIAL BUYERS
The MANUFACTURER alone is responsible for their obligations regarding their relationship with POTENTIAL BUYERS with whom they have come into contact via the MARKETPLACE(s).
The MANUFACTURER undertakes to handle the requests of POTENTIAL BUYERS within a reasonable time and with diligence. Any complaint made by a POTENTIAL BUYER against a MANUFACTURER may result in the temporary deactivation of requests received by email.
The MANUFACTURER 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 MANUFACTURER 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 MANUFACTURER and the POTENTIAL BUYER.
The MANUFACTURER guarantees VirtualExpo against any action brought by a POTENTIAL BUYER or by any third party, in particular with respect to an PRODUCT or more generally with respect to a MANUFACTURER’S breach of the GENERAL SALES CONDITIONS. In the event of any procedure in which VirtualExpo is blamed, the MANUFACTURER 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 MANUFACTURER 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 MANUFACTURER and the POTENTIAL BUYER, who perform their respective obligations under their own responsibility.
The entire relationship between the MANUFACTURER 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 MANUFACTURER or vice versa. VirtualExpo does not assume any intermediation regarding prices potentially invoiced by the MANUFACTURER, any mission to verify the creditworthiness, or even the actual existence of the POTENTIAL BUYERS.
Hence the MANUFACTURER 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 MANUFACTURER 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 MANUFACTURERS’ PRODUCTS and CONTENT 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 MANUFACTURER (provided by the MANUFACTURER 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 publicly available about their PRODUCTS, for which VirtualExpo does not have the status of publisher.
The MANUFACTURER is informed that the methods of listing the PRODUCTS on the MARKETPLACE(s) are linked to various criteria such as the relevance of the MANUFACTURER’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 or 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 MANUFACTURER within the meaning of Article 20 of this Law, the intermediary undertakes to inform VirtualExpo of the identity of the MANUFACTURER on whose behalf they are acting. VirtualExpo may ask them to provide the mandate signed by the MANUFACTURER. The intermediary is solely responsible for their relationship with the MANUFACTURER, including defining the applicable conditions and prices, excluding any liability towards the MANUFACTURER 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 MANUFACTURER’S content on all the email servers and devices used by POTENTIAL BUYERS. Nonetheless, VirtualExpo guarantees to endeavor for optimal readability on the most widely used interfaces and email servers. Any interruption of service shall not entitle the MANUFACTURER 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 MANUFACTURER 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 MANUFACTURER’S Rights and Obligations
The MANUFACTURER declares that they hold all the intellectual property rights to the data and other content listed on the MARKETPLACES.
By accepting these GENERAL SALES CONDITIONS, the MANUFACTURER expressly declares 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 that 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, 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 MANUFACTURER grants, as necessary, to VirtualExpo, on a non-exclusive basis, the rights necessary for the provision of the services by the latter, in particular the rights of representation, reproduction and adaptation of the PRODUCTS and CONTENT belonging to the MANUFACTURER in the event that this content is protected by intellectual property rights.
Finally, the MANUFACTURER 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 MANUFACTURER’S Personal Data
The personal data concerning the MANUFACTURER 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 MANUFACTURER 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 MANUFACTURER for the purpose of:
- responding to REQUESTS made by PROSPECTS to the MANUFACTURER via the MARKETPLACE(S)
- and, where applicable, to communicate information to PROSPECTS.
The MANUFACTURER acknowledges 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 MANUFACTURER 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 PROSPECTS in accordance with the General Data Protection Regulation (GDPR).
9.3.1. “Stand” and “Emag Mailing” PROSPECTS:
These PROSPECTS, who have either visited a MANUFACTURER’S stand or clicked on the Emag mailing, have not expressly consented to MANUFACTURERS and DISTRIBUTORS contacting them using their personal data. If the MANUFACTURER wishes to send communications, to a “Stand’ or “Emag Mailing” PROSPECT, they must first send them an email containing the following three elements in conformity with articles 13,14,21 and 22 of the GDPR:
- An explanation of the MANUFACTURER’S source of the PROSPECT’S contact details
- A description of future communications
- A button, link or replyto email address allowing the PROSPECT to easily refuse any further communication from the MANUFACTURER.
9.3.2. “See Price Options” and “See Contact Information” PROSPECTS:
These PROSPECTS, who have either clicked on the button “See price options” or “See contact information”, have consented to MANUFACTURERS and DISTRIBUTORS contacting them using their personal data. The MANUFACTURER can communicate with “See Price Options” and “See Contact Information” PROSPECTS 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 present 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 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 MANUFACTURER 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 MANUFACTURER 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 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 VirtualExpo’s headquarters will be competent.
It is expressly recalled that requests for amicable settlement do not suspend the time limits for instituting legal proceedings.