Step 6 - Terms & Conditions Terms & Conditions TERMS & CONDITIONS DEFINITIONS. In the regulations the term 'EXHIBITOR' means any company, firm or person who has made application or who has been allotted space in the exhibition or any Agent, Representative or Employee of the Exhibitor. The Term 'EXHIBITION' refers to the event detailed overleaf and where the term 'ORGANISERS' appears it refers solely to MARDEN FRUIT SHOW SOCIETY, 'CONTRACT' the contract between the Exhibitor and the Organisation for exhibiting at the Exhibition in accordance with these Terms and Conditions. DURATION OF EXHIBITION. Details of the Exhibition opening hours are given in the Exhibition Information Pack. During these times stands must be manned by Exhibitor's staff. ACCEPTANCE OF SPACE. Spaces will be confirmed on a "first come – first served" basis. The Organisers reserve the right to refuse any application for space without giving reasons. CANCELLATION. In the event of an Exhibitor cancelling his space booking, a percentage of the full charge shall still apply, as follows: for cancellation after 15 July, 15%. For cancellation after 15 August, 50%. For cancellation after 15 September, 100%. SPACE NOT OCCUPIED. Every Exhibitor must occupy the space allotted to him by by 10pm the evening prior to the Exhibition opening. In the event of an Exhibitor failing to exhibit, the Organisers reserve the right to deal suitably with any space not occupied. BANKRUPTCY. In the event of an Exhibitor becoming bankrupt, or going into liquidation, or being under the appointment of a Receiver, the contract with him shall be terminated, the allotment of space cancelled, and all sums paid by the Exhibitor under such contract shall be retained. PROHIBITION OF TRANSFER. Exhibitors may not assign, sublet, or grant licences in respect of the whole, or any part of the space allocated to them, nor may cards, advertisements, or printed matter of firms who are not bona fide Exhibitors be exhibited or distributed from any stand. This does not apply to firms being associated with, subsidiaries, agents or principals of the Exhibitor, which are duly listed by the Exhibitor in this contract. LICENSOR AND LICENSEE. On the acceptance of this application for space by the Organisers there is a contract between the Organisers and the Exhibitor in the terms of these terms and conditions, subject to amendment as mentioned below, and as regards any space so allotted, the relationship of licensor and licensee shall exist between the Organisers and the Exhibitor, from the date of the Exhibitor occupying the space. In case of non-payment of any sum due from the Exhibitor, whether legally demanded or not, or of the breach, or non-observance, by the Exhibitor of any of the terms and conditions herein contained, or any regulations to be observed by him, the Organisers shall have rights to revoke his licence and re-enter upon the allotted space, remove and exclude the Exhibitor, and all persons therefrom without prejudice to the right to recover all sums payable by the Exhibitor hereunder and all other claims against him, and damages sustained by the Organisers. EXHIBITORS' INSURANCE. Although all reasonable precautions will be taken, the Organisers are not responsible for the safety of any exhibit or other property of the Exhibitor or other person, or for the loss, damage or destruction by theft, or fire or any cause; or for loss, damage or injury sustained by an Exhibitor or other person. This is whether by reason of any default in the Exhibition building caused by fire, storm, tempest, lightning, explosion, national emergency, war, labour disputes, strikes, lock-outs, civil disturbances, inevitable accident, force majeure or for any other cause not within the control of the Organisers whether of the same kind or not. No responsibility can be accepted for any consequence of prevention, postponement or abandonment of the Exhibition. Exhibitors should secure their own insurance to cover all liabilities and risks. DANGEROUS MATERIALS. The following are excluded from the Exhibition: explosives, detonating or fulminating compounds, and all dangerous or harmful substances, including primings, fireworks etc. Primings, fireworks, matches and similar objects can only be exhibited in the form of imitations, and on condition that they contain no inflammable matter. Only goods described at the time of application may be displayed on stands, and any goods not approved by the Organisers must be removed from the building. FIRE PRECAUTIONS. All materials used for building, decorating or covering stands must be of non-inflammable material. Exhibitors must comply with any reasonable instructions given by the authorities to avoid risk of fire. ERECTION OF STANDS. Exhibitors may be asked to arrive at the Exhibition in accordance with an agreed timetable, and the Organisers reserve the right to refuse access to any Exhibitor arriving to erect his stand at any other time. Exhibitors may appoint recognised contractors for interior work. No Exhibitor may erect his display goods in such a manner as, in the opinion of the Organisers, obstructs the light or impedes the view along the open spaces or gangways, or to occasion inconvenience or otherwise affect the display of other Exhibitors. ELECTRICAL INSTALLATIONS. The Organisers have, in conjunction with Kent County Agricultural Society, appointed an Official Electrical Contractor to The National Fruit Show to ensure that approved standards are adhered to in the interest of economy and safety. All Exhibitors are required to use the services of the Official Contractor who will forward details of the equipment and services on offer together with the approved price list. HEALTH AND SAFETY. All Exhibitors will be expected to conform to the Health and Safety Policy of the Organisers, which will be issued with the Exhibitors' Information Pack. EXHIBITOR'S OBLIGATIONS. The Exhibitor shall: (a) co-operate with the Organisation in all matters relating to the Exhibition; (b) provide the Organisation with such information and materials as the Organisation may reasonably require in relation to the Exhibition and ensure that such information is accurate in all material respects; (c) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Exhibition is to start (d) keep and maintain all materials, equipment, documents and other property of the Organisation (Organisation Materials) at the Exhibition at its own risk. If the Organisation's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Exhibitor or failure by the Exhibitor to perform any relevant obligation (Exhibitor Default): (a) the Organisation shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Exhibitor remedies the Exhibitor Default, and to rely on the Exhibitor Default to relieve it from the performance of any of its obligations to the extent the Exhibitor Default prevents or delays the Organisation's performance of any of its obligations; (b) the Organisation shall not be liable for any costs or losses sustained or incurred by the Exhibitor arising directly or indirectly from the Organisation's failure or delay to perform any of its obligations as set out in this clause; and (c) the Exhibitor shall reimburse the Organisation on written demand for any costs or losses sustained or incurred by the Organisation arising directly or indirectly from the Exhibitor Default. CHARGES AND PAYMENT. The Charges for the Exhibition shall be on a time and materials basis: (a) the Charges shall be calculated in accordance with the Organisation's standard fee rates, as set out in the Exhibition Information Pack; The Organisation shall invoice the Exhibitor 28 days after the date of booking or before the Show opens, whichever is sooner. The Exhibitor shall pay each invoice submitted by the Organisation: (a) within 14 days of the date of the invoice; and (b) in full and in cleared funds to a bank account nominated in writing by the Organisation, and time for payment shall be of the essence of the Contract. All amounts payable by the Exhibitor under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Organisation to the Exhibitor, the Exhibitor shall, on receipt of a valid VAT invoice from the Organisation, pay to the Organisation such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. If the Exhibitor fails to make any payment due to the Organisation under the Contract by the due date for payment, then the Exhibitor shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Bank of England base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Exhibitor shall pay the interest together with the overdue amount. The Exhibitor shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Organisation may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Exhibitor against any amount payable by the Organisation to the Exhibitor. INTELLECTUAL PROPERTY RIGHTS. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Organisation.
The Exhibitor acknowledges that, in respect of any third party Intellectual Property Rights, the Exhibitor's use of any such Intellectual Property Rights is conditional on the Organisation obtaining a written licence from the relevant licensor on such terms as will entitle the Organisation to license such rights to the Exhibitor.
All Organisation Materials are the exclusive property of the Organisation. LIMITATION OF LIABILITY. Nothing in these Conditions shall limit or exclude the Organisation's liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation. Subject to clause this clause: (a) the Organisation shall under no circumstances whatever be liable to the Exhibitor, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and (b) the Organisation's total liability to the Exhibitor in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract. FORCE MAJEURE. For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Organisation including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Organisation or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
The Organisation shall not be liable to the Exhibitor as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
If the Force Majeure Event prevents the Organisation from providing any of the Services for more than 4 weeks, the Organisation shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Exhibitor. NOTICES. (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax [or e-mail]. (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause (a); if sent by pre-paid first class post or other next working day delivery service, at [9.00 am] on the [second] Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax [or e-mail], one Business Day after transmission. (c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. SERVERANCE. (a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract. (b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. WAIVER. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. THIRD PARTIES. A person who is not a party to the Contract shall not have any rights to enforce its terms. VARIATION. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by the Organisation. GOVERNING LAW. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales. JURISDICTION. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
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