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Terms and Conditions

TERMS & CONDITIONS

This Terms and Conditions is entered into between the Organizers and Exhibitor of the Exhibitor Online Application to set forth the terms and conditions of the participation to Automechanika Istanbul 2022 event which will take place between in TÜYAP Fair, Convention and Congress Center, Buyukcekmece – Istanbul / Turkey between the dates of June 02 – 05, 2022. This Terms and Conditions is an integral part of the Online Exhibitor Application. Terms and Conditions and the  Exhibitor Online Application together hereinafter referred to as the (“Contract”).

1. Service Packages

1.1. General Services included in the participation fee of all options

-  General cleaning and security service

(no individual stand cleaning and security)

-  Promotional material for your individual invitation campaign

-  Comprehensive Service Manual with detailed information about the fair

-  Standard entry in the bilingual fair catalogue

-  One free sample of the official catalogue

1.2. Special Services included in Booth Package only

-  Shell scheme stand with rear and side walls

-  Carpet

-  4 chairs and 1 table (for all Sqms)

-  1 Lockable Info Desk, 1 Bar Stool, 1 waste bin

-  1 spotlight per 4 sqm

-  1 electrical outlet 220 V, 50 Hz

- Fascia with company lettering

- First Day Cleaning

1.3. The other recommendations for services (charged separately)

- Forwarding agent for the transportation of the exhibits

- Travel and accommodation offer

- Additional booth equipment

- Interpreter and stand personnel service

- Translation, printing and office services

- Catering service

- Stand cleaning

All additional services, which are not included in the participation fee, are charged separately and will be invoiced according to the extra order of the exhibitor during the show. Services such as photo or video shooting should be concluded and permitted from TUYAP fairground’s official service provider.

2. Value Added Tax

All charges are subject to Value Added Tax of 18%, where applicable.

3. Catalogue Entry

Information given in the company and contact information on Exhibitor Online Application of Automechanika Istanbul will be used as the exhibitor’s official catalogue entry in case the organizer do not receive the catalogue entry form from the service manual in due time.

I. General Terms and Conditions for Participation

1. General Conditions

The Specific Terms and Conditions for Participation in Automechanika Istanbul 2022 as well as the following General Terms and Conditions for Participation refer to the allocation of display space by the Organizer to companies exhibiting in the event, insofar as the contractual partners have not made contrary agreements in writing. Transfer to a third party of the rights and obligations resulting from this contract are not permissible.

2. Conclusion of Contract

Application for a stand is made by filling in and returning this Contract. A written confirmation of receipt of the contract by the Organizer constitutes conclusion of the rental contract, exhibitor manual, technical manual and Online Exhibitor Manual (OBS system) between the organizer and the exhibitor.

3. Stand Space Allocation

Allocation of stand spaces are done after the early bird deadline (28 February 2022)

The Organizer reserves the right to deviate from the stand confirmation and to allocate a stand in a different location, to alter the size of the stand, to re-locate or close entrances and exits to the exhibition grounds and the halls, and to carry out any other structural alterations providing it has a substantial interest, in such measures as a result of special circumstances.

4. Time of Payment

The amount equivalent of total stand rental 50% + (18% VAT) of the stand rental fee and the registration fee of 250 Euro + (18% VAT) is due 7 days after the exhibitor signs the agreement. The Exhibitor has to complete all payments within 7 days after the Stand Confirmation Document is sent to the Organizer. Exhibitor(s) who apply 3 months or less before the show date have to complete all payments at once after they signed the agreement. In case the Exhibitor(s) do not complete all payments prior to the date of the event, the Organizer shall be entitled to restrict the attendance of the Exhibitor(s) to the event.

All extra stand equipment or service payments have to be transferred to MFI after ordering from Online Exhibitor Manual (OBS).

All payments must be made to the bank account provided below. All bank charges and Taxes (VAT of %18), are the full responsibility of the Exhibitor (including refunds). Account Owner: Messe Frankfurt Istanbul Uluslararası Fuarcılık Ltd.Şti

Account: 1024-0257500-Kabataş Branch/İstanbul SWIFT Code: ISBKTRISXXX

IBAN No: TR14 0006 4000 0021 0240 2575 00

(EURO Account)

Reference: Exhibitor Name & Proforma Invoice No.

5. Stand Construction and Design

It is the sole responsibility of the Exhibitor that the construction of the stand complies with the General Terms and Conditions for participation, the Exhibitor Service Manual, and the Turkish Building Regulations in effect.

Each individual stand construction design (inclusive of technical drawings and specifications) has to be submitted to the organizer latest 2 months prior to the fair and will be subject to approval. Stand designs without written approval from the organizer cannot be constructed in the fairground. After approval from the organizer, the construction security and strength of construction is under the responsibility of the Exhibitor. Exhibitor agrees and declares that it shall be liable to take all precautionary measures and provides all equipment required for safety at the exhibition area and also liable from all occupational health and safety laws and regulations apply to the personal work for the exhibitor in the exhibition area including but limited with

The personal worked in relation to construction, design and disassemble of the stands. In case any accidents incurred or any losses (direct, indirect) arise Exhibitor is the sole responsible to compensate the damages arising therefrom. In case, the Organizer shall be obliged to pay any amount due to such damages to any person and/or authority, it reserves the right to recourse for the payment it made.

Exhibitor shall be Liable to inform the Organizer regarding the details of the constructor and its team will be worked for the stand construction, design and dismantling. Two-story structures may be constructed only if approved. Exhibitors will approve their stands to Technical Team by sending measured and detailed stand drawings.

Two and multi-story stand design and construction criteria;

- Exhibitors and Stand Constructors are responsible of any kind of lost that can be occur during setup, fair and dismantling time.

- Two and Multi story construction is prohibited, if the stand construct by Aluminum System and wood. (Sample: Octanorm (Syma), Mero, Maxima and Aluminum Modular System, etc.)

- Two and multi-story stand construction must built by steel, and has static report ready to share with Organizer.

- For the 2nd story the stand has to be bigger than 80 Sqm and 2nd story cannot exceed more than % 60 of the base area of the stand.

- By the confirmation, exhibitor and stand contractor must present “3rd Party Liability Insurance” to the Organizer, at the first day of setup.

Any stand design contrary to the Building Regulations valid at the place of the event or to the General Terms and Conditions and the Exhibitor Service Manual of the Organizer may be removed or altered by the Organizer at the expense of the Exhibitor. In case, The Organizer shall be obliged to pay any amount due to such losses to any person and/or authority, it reserves the right to recourse for the payment it made from Exhibitor. The Shell Scheme stand height is 2, 40 m, permitted stand construction design height is 6 m max and may differ regarding the halls. This height has been determined to harmonies with the shell scheme stand and should not be exceeded. The sides of the own stand designs should not cover more than 40% of the open side in order for visitors to see and walk through the stand. Any variations are subject to prior examination and approval by Messe Frankfurt Istanbul.

Presentations on exhibition stands must be so arranged as to cause no visual, acoustic or odorous disturbance to neighboring stands and no obstructions on the stands or in aisles. The noise level at the stand cannot exceed 60 dBA at any time during the fair. Infringement of this ruling authorizes the Organizer at its discretion to forbid such presentations that cause a nuisance or obstructions. If the infringement is repeated, the Organizer may terminate the Stand Rental Agreement without notice.

Organizer shall be obliged to declare the electric energy used by itself in terms of Kw during course of the event to the Organizer(s) through the Online Information System. Exhibitor(s) agrees, declares and undertakes to perform all of its obligations arising from the Labor Law while working at the exhibition area and to ensure that its employees, suppliers, subcontractors comply with the standards and take the precautions of occupational health and safety in accordance with the procedure.

Exhibitor(s) shall comply with the working hours designated and declared by the Organizer(s). Organizer(s) shall have right to intervene and stop the ones who do not finished their work in the working hours designated and declared by the Organizer(s).

6. Stand Personnel, Exhibits and Direct Sales

Stands must display exhibits and be occupied by staff throughout the opening hours of the event. The Exhibitor shall ensure that the stand personnel have a special knowledge of the exhibited goods. Only brand- new goods may be exhibited, except in the case of articles solely for furnishing or illustrative purposes.

The display of products other than those listed by the Exhibitor in the Contract under point 5 is not permitted. Inflammable, explosive, strongly odorous, dangerous goods, or goods whose demonstration involves noise may only be exhibited when permission has previously been given by the Organizer. The exhibition of any goods or services at the exhibition stands that violate any National and International Laws and Regulations and intellectual property rights of third parties are strictly forbidden.

The Organizer is entitled to have exhibits removed from the stand if their display runs counter to the principles of fair competition or does not accord with the range of exhibits for the event. Details of price and references to suppliers, customers and sales already affected of the product types on display are prohibited.

Sales effected by handing over a product or receiving money for a product (direct sales) are not permitted during the Exhibition. The same applies to the services in return for a fee. Any possible exceptions to this rule can be given at Organizer sole discretion in the specific conditions for each event. The Exhibitor is entitled to conduct interviews only on his own stand. TUYAP Exhibition Venue Service providers such as restaurants, medic etc. will be announced on the Technical and Exhibitor Manual.

7. Transports, Setting-Up and Dismantling of Exhibits and Stand Design

The transport of the exhibition goods to the exhibition stand and back, the storage of empty packing materials, the use of lifting and transport equipment, the employment of personnel for packing and unpacking, the setting-up of the exhibition goods and their dismantling, the repackaging and other activities in this context shall be the concern and at the costs of the Exhibitor exclusively. Any liability whatsoever on the part of the Organizer shall be excluded.

The transport of exhibits and stand construction goods at the fairground is solely assigned to the official freight forwarder of the event.

Delivery of the exhibition goods and stand materials can only be done during the set-up dates and hours determined and announced by the Organizer. The Organizer by any means cannot be designated as the recipient of the exhibition goods and stand materials.

The Exhibitor must arrange the delivery of their exhibition goods and stand materials to the fair ground with the freight-forwarding agency so that there are assigned staff of the Exhibitor at the arrival time of the goods and materials. Very important to note that, unless the Exhibitor designates their own local branches or representatives, the official freight-forwarding agency must be designated as the recipient of the goods and materials during the customs clearance.

Setting up and dismantling information can be found on Technical manual and web site of Automechanika Istanbul. Organizer can change the duration of set up and dismantling regarding the organizational needs. If the Exhibitor or a 3rd party is setting up/dismantling the stand and cannot finish the on the defined set up and dismantling period, Organizer may finish, close up the space, dismantle or decorate the stand or stand area and may charge exhibitor for the expenses.

8. Customs Guarantee Declaration

In case that instead of the necessary assurance, a re-export guarantee declaration for the import of exhibition goods is given by the embassy of the country of origin of the Exhibitor, the Exhibitor is directly liable to his embassy if the exhibition goods are either not exported, not exported in time, or not entirely exported after the closing of the event.

9. Additional Companies Represented

The sharing of a stand area by several companies is only permissible if the Contract for the event explicitly attach an approval of co-exhibitors or indirectly represented companies. Sharing a stand area with another company requires a special application by the Exhibitor in conformance with the attached Contract.

The following must be registered:

- Co-exhibitors, i.e. those companies which are represented with their own display goods and personnel alongside the Exhibitor on the stand area rented by the Exhibitor or the organizer of a joint participation.

- Indirectly represented companies, i.e. those companies which are not exhibitors, but which are represented through the Exhibitor with their own display goods and not solely by brochures or similar publications.

In case the stand area is being shared by several companies, the Exhibitor shall be liable for all breaches of co-exhibitor and/or the represented company in relation to these specific and general terms and conditions and all documents related (service manual etc.). The Exhibitor must inform these companies about the Specific and General Terms and Conditions and any supplementary conditions.

If an exhibitor fails to register co-exhibitors and indirectly represented companies or gives incomplete or incorrect information in his Contract, the Organizer may terminate the Contract and forbid the Exhibitor from participation. Even so, the main Exhibitor is still liable for the full payment of the stand rental and other fees. Should several companies wish to rent a stand jointly, they are required to name one person as a joint

representative in their Contract . Moreover, each of the Exhibitors is obliged to send samples to the stand and staff with it with its own personnel.

If a third party is employed to set up the exhibition stand or otherwise used to organize the Exhibitor’s participation at the trade fair, the Exhibitor can authorize this company, by indicating the representative’s address in writing, to order legally binding services or to submit declarations connected with the participation at the trade fair for the Exhibitor, as well as for any co-exhibitors and indirectly represented companies. All further documents related to the event (confirmation, stand acceptance, service manual, technical regulations, etc.) will be sent to this named, authorized company, which will process them for the Exhibitor.

10. Terms of Payment

The time of payment stated in point 4 of the General Terms and Conditions for Participation must be adhered to. Advance payment of the full invoice amount is a precondition for use of the allocated stand area, for entry in the catalogue and for the issuing of exhibitor cards. All invoices must be paid without any deduction in Euro. Payment must be made by transfer to the bank account stated in the Contract and in the invoice. The Organizer reserves the right to charge default interest of 2% per month on delayed payments.

The Exhibitor renounces the right to offset counterclaims against participation fees payable, costs for supplementary services and other claims resulting from the contractual relationship If the exhibitor fails to meet his financial obligations, the Organizer is entitled to retain exhibits and the stand equipment and sell them to any public auction or by private contract at the expense of the Exhibitor. The statutory provisions on realization of objects seized are set aside insofar as this is legally permissible.

During the event, the invoice for additional services (e.g. Additional booth equipment, electricity, water, and telephone installation and consumption) will be submitted to the Exhibitor. N case of advance payment for services, the paid amount will be set against the amount due. The Exhibitor has no claim to interest payable on the advance deposit.

If the Exhibitor fails to meet his financial obligations, the Organizer is entitled to retain exhibits and the stand equipment and to sell them by public auction or by private contract at the expense of the Exhibitor. The statutory provisions on realization of objects seized are set aside insofar as this is legally permissible.

During the event, the invoice for additional services (e.g. additional booth equipment, electricity, water and telephone installation and consumption) will be submitted to the Exhibitor. In case of advance payment for services, the paid amount will be set off against the amount due. The Exhibitor has no claim to interest payable on the advance deposit.

The Exhibitor, co-exhibitor and indirectly represented companies are jointly and severally liable to the Organizer regarding the obligations arising from the Stand Rental Agreement or from orders placed for services.

A special application by the Exhibitor, who must specifically request the appropriate form, makes it possible to invoice a third party regarding the participation fees and the costs for services. The Contract takes effect only when it has been signed by the Exhibitor and the named recipient of the invoice so as to be legally binding and is submitted to the Organizer at the latest by the submission date given on the form reservations

11. Force Majeure

All services are provided within the limits imposed by the facilities available. The Organizer shall not be deemed to be in default if performance of any or all of its obligations required by this Contract is delayed or diminished or becomes inadvisable, illegal or impossible due to occurrence of events causing force majeure. In the event of occurrence of the following(e.g. industrial action, acts of God, any disaster beyond control, such circumstances include without limitation natural disasters or acts of God; acts of terrorism; labor disputes or stoppages; war; government acts or orders; epidemics, pandemics or outbreak of communicable disease; quarantines; national or regional emergencies; or any other cause, war, riots, shortage/in- terruption of traffic and/or communication services) whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control, the Organizer is entitled to postpone the exhibition, curtail it, close it temporarily in whole or in part, or cancel it. In the event of complete or partial postponement or of curtailment, the contract is regarded as valid for the new date and the new duration. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations and deliverables for mutually agreed dates as soon as practicable after the force majeure condition ceases to exist unless the Exhibitor objects in writing within a period of 2 weeks after the receipt of the notification of the alteration to be made by the Organizer. If the Exhibitor objects in writing within a period of 2 weeks after the receipt of the notification of the alteration sent by the Organizer. If the Exhibitor objects in writing within a period of 2 weeks upon the receipt of the notification of the alteration, provisions under § 13 of Premature Termination of the Stand Rental Agreement shall apply. There will be no reduction of the contractual prices and the regulations given in § 12 of these General Terms and Conditions for Participation apply.

In the event that such occurrence prevents Exhibitor from occupying an assigned space during part or all of the period, Exhibitor will be charged for the space only for the period the stand was or could have been rent.

In no event the Organizer may be held liable for the transportation and accommodation fees of the Exhibitors.

12. Exemption from Liability

In no event The Organizer be liable from the damages sustained by the Exhibitors or the third parties in the exhibition area except for the ones arising from Organizer’s intent or gross negligence which determined by a final court decision.

The Organizer does not undertake to safeguard exhibits or stand equipment and excludes, also for its staff, all liability for damage to these, except in cases of intent or gross negligence. This exemption from liability also applies if stand equipment or exhibits are seized and stored by the Organizer. This exemption from liability is in no way impaired by the special security measures taken by the Organizer.

The Organizer moreover excludes any claim for a reduction in rent as well as all liability for disadvantages and damages suffered by the Exhibitor as the result of defects in the rented object, erroneous information given in connection with the allocation of space, stand construction or stand design approval, or catalogue entries, and also through changes in stand size or other deficiencies in the service provided unless the Exhibitor immediately complains in writing, except in the event of intent or gross negligence on the part of the Organizer’s staff.

Each Exhibitor is responsible for securing insurance coverage for participation in connection with the Event. Exhibitor must have insurance policies covering booth materials and/or equipment transporting from their home base to the show, vice versa, and also during the Event. Exhibitor must also have public liability and property damage insurance. Exhibitor should check with their corporate insurance policy as most policies will provide riders for such coverage at trade shows/Exhibitions. The Exhibitor acknowledges and agrees that its participation in the Exhibition is solely at the Exhibitor’s own risk. Exhibitor who hires a third-party contractor for the installation of their booth must make sure they have insurance coverage before appointing them.

13. Premature Termination of the Stand Rental Agreement

After binding the Agreement or after conclusion of the Agreement, the Exhibitor is liable for the following cancellation charges:

Before February 28, 2022: 50% of the total rental fee and the registration fee of 250, - Euro + (18% VAT) will be charged. As of February 28, 2022: 100% of the space rental and 250, - Euro of registration fee will be due.

In case the Exhibitor do not attend the event without any notice and fulfilling its obligations in accordance with the foregoing, it shall be obliged to pay whole amount, 100% of the space rental and 250, - Euro of registration fee + . (18% VAT) Any kind of refunds will be made after the fair is completed. Any bank charges and other fees associated with these refunds will be handled by the Exhibitor.

A case of re-letting is not constituted if, for optical reasons, the area not used by the Exhibitor is allocated to another exhibitor without the Organizer deriving further proceeds from re-letting the area previously occupied by the Company displayed. Nor can a space be considered re-let if unoccupied stand space is still available in the relevant exhibitor group or the Organizer as a result of the cancellation has to re-plan the stand area given back and the adjoining stand areas.

Without relinquishing any further claims, the Organizer is entitled to withdraw from or to revoke the Stand Rental Agreement- even long-term ones - without notice if the Exhibitor fails, even after a reasonable period of grace, to meet obligations arising from the Stand Rental Agreement, the Specific and General Terms and Conditions for Participation or any supplementary regulations. This also applies in the event that the conditions on which the Contract was concluded do not apply or no longer apply, in particular if the Exhibitor has so altered his manufacturing program that his products can no longer be assigned to the trade fair for which he has rented stand space.

The same applies if the Exhibitor suspends payment or becomes involved in composition or bankruptcy proceedings, or if the Exhibitor company is in the process of liquidation.

The Exhibitor shall be obliged to inform the Organizer of such proceedings immediately. If the Organizer becomes aware of the facts, it is entitled to withdrawal or immediate termination of the Contract and to compensation amounting to 50% of the net basic rent including surcharges.

14. Supplementary Provisions

Constituent parts of the Stand Rental Agreement are the Regulations for the Exhibition Grounds, the list of goods (nomenclature), and the organizational, technical and other rules (exhibitor service manual). The exhibitor service manual is an inseparable part for participation terms and conditions. In particular, the conditions listed in the exhibitor service manual apply, which stipulate specific services as obligatory in connection with the event (e.g. entry in the catalogue, exhibitor identity cards).

15. Use and Assignment of Stand Area, Subletting of Stand Area

Exhibitor shall not assign, sublet, or share the stand area allotted with another business or firm.

Exhibitor shall not be entitled to assign this Contract and/or any rights or obligations arising hereunder to any third party including its affiliates without the written consent approval of Organizers.

Exhibitor must show only goods manufactured or dealt in by it in the regular course of business. No firm or organization not assigned exhibit space will be permitted to solicit business within the exhibit areas.

Assignment/transfer: The Contract is non-assignable by Exhibitor without the Organizer’s written consent except where assignment is in connection with sale or other transfer of the assignor’s trade or business to the assignee, but such an assignee shall display ONLY products or services manufactured or marketed by the assignor. In the event of such an assignment, assignor must provide prior written notification to Organizer.

16. Claims, Procedure, Place of Performance and Place of Jurisdiction

This Contract is governed exclusively by Turkish law; the Turkish version of the Turkish law is authoritative. Consequently, the rights and obligations of the contracting parties are solely subject to the law of the Republic of Turkey. Place of performance and jurisdiction is Istanbul. The Turkish Republic Istanbul Çağlayan Courts and Istanbul Execution Offices have jurisdiction over disputes arising from this Contract.

Mutual agreements between the two contracting parties, which deviate from these Specific and General Terms and Conditions or from any supplementary regulations, must be in writing; facsimile signatures suffice. If a stipulation of this Contract is or become invalid, the other stipulations shall not be affected by this invalidity.

All claims by the Exhibitor against the Organizer must be lodged in writing. The period of limitation is 6 months starting from the closure of the event.

17. Notification Procedure

The exhibitor’s address which is stated in the article 1 of the Agreement under “Contracting Partners”, will be used as the notification address in case of the disputes arising from this Contract. In case of a change in this address of the Exhibitor should be notified in writing to the organizers 1 week after the change took place, otherwise the address stated in the article 1 of the Agreement under “Contracting Partners” shall be deemed to be valid.

18. Supplementary Provisions

These General terms and conditions are presented to the Exhibitor’s review prior to date of its application. The Exhibitor hereby acknowledges and accepts the terms of the content of these terms that were brought to its attention by executing the application form.

19. Entire Agreement;

This Contract may be modified only in writing signed by the authorized representatives of both parties, and contains the parties’ entire understanding with respect to the subject matter hereof and supersedes any and all prior agreements, understandings or discussions with respect to the subject matter hereof.