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Terms and
Conditions of the Exhibition Agreement
Definitions
In these terms and conditions and in The
Agreement the following terms shall have the
meaning assigned to each of them:
"Launch date" means the date on which
TEXTILE FAIR.com's shall first
display the Exhibitors company and/or
products and services on The Website in
accordance with the terms of The Agreement.
"The Website" means
www.TEXTILE FAIR.com's
or such other site as shall be operated by
TEXTILE FAIR.com's .
"The Balance" means the balance of the fee
to be paid by The Exhibitor and shown on The
Agreement as the balance.
"The Agreement" means the agreement entered
into on The Agreement Date between The
Exhibitor and
TEXTILE FAIR.com's
for the supply by
TEXTILE FAIR.com's
to The Exhibitor of The Services.
"The Material" means the company product
information, text, graphics, photographs and
all other information requested by
TEXTILE FAIR.com's from The
Exhibitor to enable ExportersUnion.com's to
perform its obligations under The Agreement.
"TEXTILE
FAIR.com's " means EMAR LTD.
CO
"The Exhibitor" means the person company or
firm which has entered into The Agreement.
"The Term" means the period commencing with
the beginning of the quarter following The
Launch Date and during which The Services
shall be supplied to The Exhibitor by
TEXTILE FAIR.com's in
accordance with the terms of The Agreement
and including any renewal thereof.
"The Agreement Date" means the date of The
Agreement.
"The Services" means any exhibition stand,
registry, advertisement or other service
which is to be provided or supplied by
TEXTILE FAIR.com's to The
Exhibitor pursuant to The Agreement.
1. The Terms & Conditions
These terms and conditions shall form part
of The Agreement.
2. Provision of The Services
From The Launch Date and for The Term,
ExportersUnion.com's shall provide the
Exhibitor with The Services on The Website
displaying the information about The
Exhibitor and its products or services in
accordance with The Agreement.
3. Exhibitor Material
3.1 The Exhibitor shall provide
ExportersUnion.com's with The Material not
later than 60 days from The Agreement Date.
TEXTILE FAIR.com's reserves
the right, in its sole discretion, to refuse
to incorporate on any
TEXTILE FAIR.com's
site any of The Material, which it
considers, in its sole discretion, to be
inappropriate.
3.2 If The Exhibitor fails to supply The
Material in accordance with these terms and
conditions,
TEXTILE FAIR.com'shall
have the right, but not the obligation, to
use reasonable efforts to obtain The
Material from other sources in order to
perform its obligations under paragraph 2.
3.3
TEXTILE FAIR.com's shall have
until 90 days after receipt by it of The
Material to perform its obligations under
The Agreement. The Launch Date shall be
decided by
TEXTILE FAIR.com's
after receipt inspection and acceptance by
it of The Material.
3.4 If The Exhibitor fails to supply The
Material in accordance with these terms and
conditions
TEXTILE FAIR.com's
shall have the right but not the oblifation
to delay in The Launch Date.
3.5
TEXTILE FAIR.com's shall not
have any liability to the Exhibitor for the
consequences of any delay in The Launch
Date.
3.6 The Exhibitor may request modification
of the contents of its stand by providing
written notice and updated material to
TEXTILE FAIR.com's at least 90
business days prior to the date on which the
modification shall take effect. All
modifications are subject to
TEXTILE FAIR.com's 's
approval. A minor modification of the stand
may be requested free of charge not more
than once in any period of 6 months or as
otherwise provided for in The Agreement.
Other modifications will be made by
TEXTILE FAIR.com's upon
payment by The Exhibitor of a further fee
agreed with
TEXTILE FAIR.com's
. These terms and conditions shall apply to
the provision and content of any
modification.
3.7 The Exhibitor is solely responsible for
the content, accuracy and quality of The
Material and shall check whether the
stand(s), registries or advertisement(s)
is/are error free. Any omission or errors
must be notified to
TEXTILE FAIR.com's
immediately.
3.8 Subject to the terms of The Agreement,
TEXTILE FAIR.com's retains
sole right and control over the programming
and content of
TEXTILE FAIR.com.com's
web sites directories, catalogues and other
products.
4. Payment
4.1 The Exhibitor shall pay The Balance
within 30 days after The Launch Date or as
otherwise provided for in The Agreement.
5. Duration of the Agreement
5.1 The Agreement shall commence on The
Agreement Date and endure for The Term. The
Agreement may be renewed for a further
period of 12 months on payment by The
Exhibitor of a renewal fee prior to the
expiry date.
5.2 After expiry of The Term, the Exhibitor
has NO OBLIGATIONS to order, renew or
purchase any further
TEXTILE FAIR.com's
products or services.
5.3 If the Exhibitor fails to comply with
any of these terms and conditions,
TEXTILE FAIR.com's has the
absolute right to remove the stand from The
Website and/or disable any hyperlink
whereupon The Agreement shall terminate
forthwith.
5.4 The Exhibitor may cancel The Agreement
at any time after The Launch Date by written
notice to
TEXTILE FAIR.com's
and within 3 months from the date of
cancellation the exhibition stand and all
The Services will be removed from The
Website.
5.5 Either party may cancel The Agreement at
any time within 15 days from The Agreement
Date.
5.6 The provisions of articles 3.7, 5.6,
5.7, 6, 7, 8, 9 ,10,11 and 12 will survive
any termination, cancellation or expiration
of The Agreement and in addition the
provisions of article 4 will survive any
termination or cancellation by The Exhibitor
which has not taken place within 15 days of
the Agreement Date.
5.7 Upon termination or upon cancellation
The Exhibitor shall not be entitled to claim
or obtain a refund of any amount which have
been paid to
TEXTILE FAIR.com's
under The Agreement.
6. Licenses and Ownership
6.1 The Exhibitor hereby grants to
TEXTILE FAIR.com's , during
the term, a non-exclusive worldwide royalty
free license to use reproduce distribute and
display the whole or any part of The
Material on any
TEXTILE FAIR.com's
Website or Directory.
6.2 Each party owns and shall retain all
right, title and interest in its proprietary
features, technology, trade marks, patents
and intellectual property including, without
limitation, those that are currently used or
any which may be developed in the future and
subject to the provisions of para 6.1
neither party shall copy, distribute,
reproduce or use the other party's
proprietary features, technology, material
and intellectual property rights, except as
expressly permitted under The Agreement or
under these terms and conditions.
7. Representations and warranties
The Exhibitor represents and warrants as
follows:
7.1 That the Material does not constitute or
contain any defamation or invasion of the
right of privacy or publicity, or
infringement of the copyright, trademark or
other intellectual property right, of any
third party,
7.2 That The Services shall not be used for
any fraudulent, immoral or illegal purpose,
7.3 That the goods and services offered by
The Exhibitor do not contravene any law or
regulation,
7.4 That an exhibition stand will not
contain a link to a website which contains
descriptions of goods or services which are
prohibited under The Agreement or to which
The Exhibitor does not have a right to link,
7.5 That The Exhibitor has the legal right
and permission to use each and every part of
The Material.
8 Disclaimer of warranty
8.1 Except as otherwise provided for in the
Agreement or by law, The Services, The
Website and all
TEXTILE FAIR.com's
products are provided on an "as is" basis
without warranties of any kind, express or
implied, including but not limited to
warranties of title, warranties of
merchantability or of fitness for a
particular purpose, or warranties that the
site will always be available, accessible,
secure and uninterrupted.
8.2
TEXTILE FAIR.com's has no
responsibility for the content or accuracy
of The Material, or of The Exhibitor’s
stands, advertisements or registries.
9. Limitation of Liability
9.1 The liability to The Exhibitor of
TEXTILE FAIR.com's hereunder,
its directors, officers, employees and
agents, whether in contract, tort or any
other legal theory, is limited to, and will
not exceed the amount paid by The Exhibitor
to
TEXTILE FAIR.com's pursuant to
The Agreement. In no event will
TEXTILE FAIR.com's its
officers directors employees and agents, be
liable for any damages including special,
incidental or consequential damages, whether
based on breach of contract, tort (including
negligence) or otherwise, or on inability to
use any of The Services or The Website.
10. General
10.1 The Agreement shall be governed by and
construed in accordance with the laws of the
Republic of Turkey, without reference to its
provisions concerning conflict of laws.
10.2 Any notice under The Agreement will be
in writing and delivered by, express
courier, facsimile, e-mail or certified or
registered mail, and will be deemed given
upon confirmation of receipt of facsimile or
e-mail or upon delivery by express courier
or mail. Notices will be sent to a party at
its address set forth in The Agreement or at
such other address as that party shall have
specified in writing for that purpose.
10.3 The parties are independent contractors
and have no authority to assume or create
any obligation or responsibility on behalf
of each other. The Agreement does not create
or imply any partnership, agency or joint
venture.
10.4 In the event that any of the provision
of The Agreement are held by a court or
arbitrator to be void or otherwise
unenforceable then the remaining provisions
of The Agreement shall remain in full force
and effect.
10.5 The Agreement is the whole and entire
agreement between the parties and supersedes
any prior agreement or communications both
written and oral. Any amendment to The
Agreement or waiver of any rights thereunder
shall be in writing and signed by both
parties.
11. Joint and Several Liability
11.1 If several exhibitors rent a stand
together, each of them is jointly and
severally liable for the performance of
their obligations under the Agreement. In
their application, they shall name an
authorized representative.
and
TEXTILE FAIR.com's need only
negotiate with the latter.
11..2 Notices to the authorized
representative named in the application
shall be deemed to be notices to The
Exhibitor or exhibitors (in the case of
joint stands).
12. Organizer's rights and obligations
(Luxembourg international trade fair
agreement)
12.1
TEXTILE FAIR.com's will group
participants according to the nature of the
exhibits. The Exhibitor can not choose a
specific position within an electronic fair
area on The Website, but
ExportersUnion.com's will endeavor to take
account of the wishes of The Exhibitor, in
deciding what it, at its own discretion,
considers an appropriate location for a
stand.
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