1. INTERPRETATION
1.1 In these Conditions, the following terms will have the following meanings:
“Contract” the contract existing between the Exhibitor and the Organiser on acceptance by the Organiser of the Exhibitor’s completed Stand Application Form in accordance with condition 2.5, the terms of said contract being contained within these Conditions and the Stand Application Form as amended from time to time;
“Dock Areas” means the dock walls, berths, jetties, platforms and other dock and water areas within the Exhibition Site;
“Exhibition” The Natural Stone and Hard Surfaces Show 2023 organised by the Organiser at the Exhibition Site;
“Exhibitor’s Manual” the manual prepared by the Organiser containing information to be supplied by the Organiser to the Exhibitor together with the Stand Acknowledgement and otherwise updated from time to time;
“Exhibition Site” means the London Exhibition Centre and includes any part of it and any alteration or addition to it or replacement of it including but not limited to the hall, room or other buildings wherein the Exhibition will be held as referred to on the Stand Application Form;
“Exhibition Site Regulations” those rules and regulations relating to the use and occupation of the Exhibition Site made by the Organiser or the Owner from time to time being in force including the “Users Handbook” prepared by the Owner and provided to the Organiser and all rules and guidance procedures relating to the use of the Dock Areas both as provided to the Exhibitor together with the Stand Acknowledgement and as otherwise amended from time to time;
“Exhibitor” the person, firm or organisation represented by the signatory on the Stand Application Form and including all directors, employees or agents of such;
“Exhibits” those items provided by the Exhibitor to demonstrate, advertise, exhibit, sell or promote that Exhibitor’s firm, organisation, business and/or products or such other firm or organisation as might be specified on the Stand Application Form;
“Fire Regulations” the Regulatory Reform (Fire Safety) Order 2005 (SI 2005/1541) or such other equivalent regulation in any jurisdiction outside of England and Wales.
“Licence Period” that period during which the Exhibitor is entitled to use the Stand commencing on 6 June 2023 and expiring on 8 June 2023 and such other times as may be specified by the Organiser to the Exhibitor for delivery and collection purposes;
“Open Dates” means as follows:
1.1.1 Tuesday 6 June 2023 between the hours of 10:00 and 17:00;
1.1.2 Wednesday 7 June 2023 between the hours of 10:00 and 17:00; and
1.1.3 Thursday 8 June 2023 between the hours of 10:00 and 17:00.
“Organiser” The QMJ Group Limited (CRN: 00198656) of 7 Regent Street, Nottingham NG1 5BS;
“Owners” the owners and/or any other party who is legally entitled to control the access to and use of the Exhibition Site from time to time;
“Relevant Legislation” means:
1.1.4 The requirements of any present or future legislation, statute, European Union law, regulation or directive which affects the Exhibition Site or its use;
1.1.5 Requirements of any public authority, statutory body or other body concerned with safety, use and/or management in the Exhibition Site; and
1.1.6 Any licence, permission or contract that may be required or is relevant for the Exhibits or the Exhibition or use of the Exhibition Site during the term of the Contract.
“Shell Stand Scheme” a temporary structure supplied by the Organiser for use by the Exhibitor on the Stand;
“Space Only Stands” a Stand at the Exhibition Site not utilising the Shell Stand Scheme as specially requested by the Exhibitor pursuant to their Stand Application Form.
“Stand” such space at the Exhibition Site as is designated to any Exhibitor by the Organiser with such number as the Organiser have allocated to that Exhibitor on the Exhibition layout plan as may be supplied by the Organiser to the Exhibitor from time to time;
“Stand Acknowledgement” the acknowledgement in writing that the Organiser sends out to the Exhibitor acknowledging receipt of the Stand Application Form in respect of that Exhibitor and accepting or rejecting the Stand Application Form;
“Stand Application Form” the form attached to these Conditions pertaining to application by the Exhibitor for reservation of space at the Exhibition referred to thereon.
1.2 In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or statutory provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
1.3 In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.
1.4 In these Conditions headings will not affect the construction of these Conditions.
1.5 In these Conditions the acts, defaults and omissions of the Exhibitor, its contractors, sub- contractors, agents, directors and employees shall be deemed to be the acts, defaults and omissions of the Exhibitor.
2. APPLICATION OF TERMS
2.1 Subject to any variation under condition 2.3 and subject to the provisions of condition 2.2. the Contract will comprise these Conditions and the Stand Application Form to the exclusion of all other terms and conditions (including but not limited to any terms or conditions which the Exhibitor purports to apply under any confirmation, specification or other document).
2.2 No terms or conditions endorsed upon, delivered with or contained in the Stand Application Form that have been included by the Exhibitor or in any confirmation, specification or other document will form part of the Contract unless expressly agreed to in writing by the Organiser.
2.3 These Conditions apply to the Exhibition and to the use of the Stands by Exhibitors, and any variation to these Conditions and (subject to Condition 10.3) any representations about the Exhibition or the Stands shall have no effect unless expressly agreed in writing and signed by an authorised representative of the Organiser.
2.4 Each Stand Application Form issued by the Organiser is an invitation to treat and is not an offer. Each Stand Application Form placed by the Exhibitor with the Organiser shall be deemed to be an offer by the Exhibitor for use of a Stand subject to the provisions of the Contract.
2.5 No Stand Application Form placed by the Exhibitor shall be deemed to be accepted by the Organiser until a Stand Acknowledgement is issued by the Organiser to the Exhibitor expressly accepting the Stand Application Form.
2.6 The Exhibitor irrevocably warrants and represents to the Organiser that the information provided and requirements notified by it and/or its representatives to the Organiser pursuant to the Stand Application Form is materially true, complete and accurate and are not misleading in any material respect.
3. DURATION OF EXHIBITION
3.1 The Contract shall commence on acceptance by the Organiser of the Stand Application Form in accordance with condition 2.5 and the Exhibitor is entitled to use the Stand for the purposes of the Exhibition in accordance with the Contract only during the Licence Period (subject to early termination in accordance with condition 11 below and subject to the provisions of condition 12 below).
4. APPLICATION FOR STANDS
4.1 Application for Stands by Exhibitors must be made on the Stand Application Form provided by the Organiser. The Organiser reserve the right to accept or refuse any Stand Application Form without assigning any reason.
4.2 The names of any other companies represented by the Exhibitor, whose products are to be shown or services referred to on the Stand, must be stated on the Stand Application Form. No Exhibits, names or advertisements of companies, firms or organisations will be permitted to be displayed by the Exhibitor unless they are identified in on the Stand Application Form.
4.3 All Applications for Stands will be dealt with by the Organiser in their order of receipt and, subject to any other conditions contained herein, will be allotted accordingly subject to availability.
4.4 The Organiser retains the right to determine in every respect the allocation of area and position of Stands and reserves the right to vary the general layout or the situation and area of any particular Stand for any reason whatsoever whether the Stand has been allotted to an Exhibitor or not, and, where the Stand has been allotted to an Exhibitor, the Exhibitor shall accept such new allotment of Stand in substitution for that originally allotted (“Stand Exchange”).
4.5 Where the Organiser is able to re-allocate such Stand originally allocated to the Exhibitor following a Stand Exchange occurring due to any failure by the Exhibitor to make payment of any sums payable under the Contract, and provided that such new Stand allocated to the Exhibitor by virtue of the Stand Exchange is of a lower value in price than the Stand originally allocated to the Exhibitor, the Organiser shall refund the Exhibitor a sum equivalent to the difference in value between the Stand originally allocated and the new Stand allocated to the Exhibitor as soon as is reasonably practicable.
4.6 Neither these Conditions nor the rights given to the Exhibitor under this Contract shall confer upon the Exhibitor exclusive possession of the whole or any part of the Stand or the Exhibition Site and no relationship of landlord and tenant shall (or is intended) to arise pursuant to the provisions of the Contract.
4.7 On acceptance by the Organiser of an Application for a Stand in accordance with condition 2.5 and on a Stand being allotted to an Exhibitor by the Organiser the relations of licensor and licensee shall immediately arise and continue between the Organiser and that Exhibitor until the Licence Period expires or is otherwise terminated pursuant to condition 11 or revoked pursuant to this condition 4.7. In case of non-payment of any sum payable by the Exhibitor to the Organiser, (whether or not demanded) or of the breach, or non-observance, by the Exhibitor, of any of the provisions of the Contract, the Organiser shall on service of written notice have full right to revoke such Exhibitor’s licence and may remove and exclude the Exhibitor, and all other persons therefrom, without prejudice to the right of the Organiser to recover all monies payable by the Exhibitor hereunder, to pursue all other claims against him, and to recover damages and loss sustained by the Organiser.
5. PRICE
5.1 Subject to the provisions of condition 5.3 below the prices for the Stands shall be the prices set out in the Stand Application Form or as specified on the Stand Acknowledgement, whichever is the greater.
5.2 The price for the relevant Stands shall be exclusive of any applicable value added tax and any other tax or duty relating to the Stand all of which amounts the Exhibitor will pay in addition when payment for the relevant Stand is due.
5.3 The Exhibitor acknowledges that the prices stated for the Stands are calculated having taken into account the cost to the Organiser of labour, rents and charges and all other costs on formation of the Contract. If between formation of the Contract and 10 days prior to the Commencement of the Open Dates there has been any increase in all or any of such costs, the price payable for the Stand may, at the option of the Organiser, be increased accordingly and the Organiser will give the Exhibitor reasonable notice of such price increase.
5.4 Where the price for the Stand is varied in accordance with condition 5.3:
5.4.1 the Exhibitor shall have the right to terminate the Contract by notifying the Organiser in writing not less than 10 business days following receipt of a notice by the Organiser in accordance with condition 5.3 in which case the Exhibitor shall be liable for such proportion of the price that the Organiser considers to be attributable to the costs incurred prior to the date of the termination action; and
5.4.2 if the Exhibitor fails to exercise their right to terminate the Contract in accordance with condition 5.4.1, the variation in price notified to the Exhibitor by the Organiser in accordance with condition 5.3 shall be deemed to be binding on the parties.
5.5 The Exhibitor shall pay on demand all liabilities, claims, demands, proceedings, damages, losses, costs, fees and expenses incurred by the Organiser in connection with any items of work, services or facilities provided by the Organiser, its contractors or the Owner at the Exhibitor’s request or which arise due to the act or omission of the Exhibitor.
6. PAYMENT TERMS
6.1 Payment of the price of the Stand is due and payable in two instalments by the Exhibitor to the Organiser as set out below:
6.1.1 an initial 30% of the price plus VAT is due and payable within 30 days of receipt by the Exhibitor of an invoice for such sum from the Organiser following the issue of a Stand Acknowledgement by the Organiser (“the Deposit”); and
6.1.2 the remaining 70% of the price plus VAT is due and payable within 30 days of receipt by the Exhibitor of an invoice for such sum from the Organiser which shall be issued by the Organiser at any time on or after 6 February 2023 (“the Balance Instalment”);
6.2 If the Stand Application Form is submitted and/or a Stand Acknowledgement is issued on or after 6 February 2023 then the Deposit and the Balance Instalment shall be due and payable by the Exhibitor within 30 days of receipt by the Exhibitor of an invoice for such sum from the Organiser.
6.3 Time for payment shall be of the essence.
6.4 No payment shall be deemed to have been received until the Organiser have received cleared funds.
6.5 The Exhibitor shall make all payments due under the Contract without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Exhibitor has a valid court order requiring an amount equal to such deduction to be paid by the Organiser to the Exhibitor.
7. EXHIBITOR’S OBLIGATIONS
7.1 Exhibitor’s general obligations
7.1.1 The Exhibitor agrees that it must at all times comply with the Exhibition Site Regulations, the Exhibitor’s Manual, the Relevant Legislation and all other applicable laws, legislation, regulations and codes of practice as varied from time to time.
7.1.2 The Exhibitor shall immediately upon receiving a written request from the Owner or Organiser communicate to any of the Exhibitor’s contractors, sub-contractors, agents, directors or employees the Exhibition Site Regulations and any Relevant Legislation affecting them under the Contract and procure the observance of them by such persons.
7.1.3 The Exhibitor shall not do, use on or bring on to, or allow to be done, used or brought on to any part of the Exhibition Site any act or thing which may in the Owner’s or Organiser’ reasonable opinion be or become a nuisance to the Owner or Organiser or to any occupiers on any part of the Exhibition Site or to the Owner’s tenants or occupiers of any adjoining or neighbouring land or premises or which may render extra or increased premiums payable or make void or voidable any insurance of the Owner or Organiser for the Exhibition Site or any adjoining or neighbouring premises.
7.1.4 The Exhibitor may appoint contractors and any such contractor may appoint any sub-contractor to undertake work at the Exhibition Site. Notwithstanding the Exhibitor’s rights pursuant to this condition 7.1.4, the Organiser retains the rights to:
(a) request information in relation to any contractor and/or sub-contractor appointed by the Exhibitor;
(b) refuse entry to the Exhibition by any contractor and/or sub-contractor appointed by the Exhibitor;
(c) observe any such contractor and/or sub-contractor’s works at the Exhibition site; and
(d) (if it is considered reasonably necessary by the Organiser), to remove any such contractor and/or sub-contractor from the site for failure to comply with the Exhibition Site Regulations, the Exhibitor’s Manual, the Relevant Legislation and all other applicable laws, legislation, regulations and codes of practice.
7.1.5 The Exhibitor warrants and represents that during the erection of Stands and other temporary structures in the interior of the Exhibition Site that it will not cause damage to the Exhibition Site or services brought in to support the Exhibition.
7.1.6 The Exhibitor will only use such materials and equipment on or at the Stand as have previously been approved in writing by the Organiser or the Owner.
7.1.7 The Exhibitor and persons authorised by him in accordance with these Conditions should only carry out works or otherwise use or occupy any part of the Exhibition Site during the times specified by the Organiser from time to time.
7.2 Stand not occupied
7.2.1 Every Exhibitor shall have prepared the Stand allotted to him and have all work completed and Exhibits in place by 20:00h on Monday 5 June 2023. The Organiser reserves the right to re-let or otherwise deal with the Stand, at their absolute discretion, if it is not put to use by the Exhibitor by that time.
7.2.2 Subject to the remaining terms of these Conditions, the Exhibition shall be open to visitors during the Open Days and the Exhibitor shall ensure that the Stand is open and an appropriate number of the Exhibitor’s employees or agents are present on the Stand at all times during the Open Days.
7.3 Building and dismantling of Exhibition
7.3.1 Save as otherwise provided in these Conditions the Exhibitor agrees that:
(a) exhibits must not be removed and displays must not be dismantled either partially or totally prior to the official closing of the Exhibition without the express written consent of the Organiser.
(b) where Exhibitors have Space Only Stands the Exhibitors are responsible for erecting partitions between their own and adjoining Stands, extending to the boundaries of the Stands. Not less than 50% of any side to the Stand that is facing an aisle must remain open
(c) Stands must present a clean appearance from gangways and adjoining stands (where applicable) and be suitably clad, dressed and decorated where visible from adjoining stands to the reasonable requirements of the Organiser as set out in the Exhibition Site Regulations or the Exhibitor’s Manual or as otherwise notified to the Exhibitor by the Organiser from time to time, and carry no titles, devices, advertising matter nor Exhibits where the elevation overlooks a lower stand.
(d) Stands above a height of 3.9 metres are prohibited unless prior written consent is obtained from the Organiser.
(e) the Exhibitor shall not be permitted to display any Exhibit which, in the sole opinion of the Organiser, obstructs the light or impedes the view along open spaces or gangways or occasions inconvenience or otherwise affects the display of other Exhibitors.
(f) the Organiser reserves the right to:
(i) insist upon any alteration being made to the design of a Stand as the Organiser, in its sole opinion, considers appropriate to avoid any detriment being suffered by any other Exhibitor, the Owner, any visitor to the Exhibition or the overall appearance of the Exhibition more generally; or
(ii) reject Stand designs in full where it is felt by the Organiser, in their sole opinion, to be wholly detrimental to the overall appearance of the Exhibition.
(g) All exhibits, displays and other materials, structures, goods and waste brought on to the Exhibition Site or generated by the Exhibitor must be removed and the Stand delivered up to the Organiser cleared and in as clean order and condition as at the Commencement of the Licence Period as soon as possible after the closing of the Open Days and by no later than 18:00 hours on 9 June 2023 at the latest.
7.4 Delivery and removal of Exhibits
7.4.1 Prior to the opening of the Exhibition the Organiser will advise Exhibitors of the dates and times when Exhibits and other materials can be received at the Exhibition Site.
7.4.2 All Exhibits and other materials must be brought in and taken out by entrances and exits specified by the Organiser with all reasonable care and skill and without causing any damage to the Exhibition Site.
7.4.3 The Exhibitor shall ensure that all the structures, Exhibits, goods and materials brought onto the Exhibition Site by it or on its behalf are under its direct control and are hired or owned by the Exhibitor.
7.4.4 All Exhibits and other materials delivered to the Exhibition Site must be accompanied by, or received by, a representative of the Exhibitor, and cases, boxes, crates and containers must be unpacked on arrival. All labour for receiving, unpacking, placing in position and removal must be provided by the Exhibitor, but in default, the Organiser may at the Exhibitor’s expense and risk, undertake the Exhibitor’s obligations on its behalf and at the Exhibitor’s expense.
7.5 Empty cases and packing
7.5.1 Empty cases, boxes, crates, containers and other packing may not be stored on Stands, as this is contrary to the Exhibition Site Regulations. Exhibitors acknowledge that they must make their own arrangements for storage.
7.6 Obstruction of gangways, Stands and other areas
7.6.1 The Exhibitor shall not, and shall procure that its directors, employees, contractors or agents shall not, at any time obstruct any part of the Exhibition Site or park on any part of the Exhibition Site except any parking space which may have been specifically designated to it by the Organiser in writing and no signs or projection may be hung or projected over the gangways of Stands.
7.6.2 On notification by the Organiser to the Exhibitor that obstruction has been caused by the Exhibitor, its Stand, its representatives or in any other manner, the Exhibitor shall immediately remove the items causing any obstruction, and on his failure to do so, the Organiser may take such steps as they consider necessary at the Exhibitor’s expense.
7.7 Stand fitting
7.7.1 Where applicable, details of the Shell Stand Scheme will be provided to each Exhibitor prior to the opening of the Exhibition. Exhibitors may not amend, take away from, or add to, the structure of the Shell Stand Scheme in any way whatsoever.
7.7.2 Exhibitors are responsible for the cost and erection of benches, counters, or other contrivances for displaying their Exhibits. Exhibitors will not be permitted to display their Exhibits or any other materials in such a manner as, in the opinion of the Organiser, obstructs the light or impedes the view along the Stands or gangways, or may occasion inconvenience to any other Exhibitor or a visitor to the Exhibition, or otherwise affect the displays of other Exhibitors. The total enclosure of any Stand will not be allowed without the prior written permission of the Organiser.
7.8 Fixing to building structure and floors
7.8.1 The Exhibitor shall not, and shall ensure that no workmen, employees, contractors and/or sub-contractors shall, undertake any works which require or any damage to or the cutting or drilling into any floors, walls or other parts of the Exhibit Site structure except with the prior agreement of the Organiser.
7.8.2 The Exhibitor will not interfere with or make any alterations or attachments or additions to the Exhibition Site nor any building on it nor place any unusual loads on any beams, pillar or other part of the structure of any building on the Exhibition Site nor suspend any fittings from the structure of the roof and shall adhere to the loading limits as specified in the Exhibition Site Regulations, except with the prior agreement of the Organiser.
7.8.3 The Exhibitor shall, as soon as it becomes aware of the same, give notice in writing to the Organiser of any defect in the state of the Exhibition Site or any building thereon or any part thereof which would or might give rise to an obligation on the Owner or Organiser to do or refrain from doing any act or thing in order to comply with Relevant Legislation.
7.8.4 The Exhibitor shall not raise any objection to the construction, demolition, repair or replacement of any building or plant nor any vibration, noise, smell, smoke or any other nuisance arising as a result of such works whether under or over or within the Exhibition Site or adjoining or neighbouring premises and whether occasioned by the Owner, the Organiser or any other owner or occupier.
7.9 Lighting and/or power on Stands
7.9.1 The Exhibitor shall not use, install or allow to be used or installed any supplementary plant for the generation or supply of electricity from compressed air or gas and will obtain all electricity supplies from the Owner or the Organiser and will not acquire gas, electricity, water or IT services (including but not limited to internet access, telephony, ISDN, networking, wireless networking, mobile telephony (“cells”) or any services) other than from the Owner.
7.9.2 Subject to the other provisions contained in these Conditions general gangway lighting will be provided by the Organiser or the Owners. Exhibitors are responsible for the expense of installing all necessary electrical apparatus and connections which are required in accordance with the Exhibition Site Regulations and for the electrical current consumed on such apparatus. Such apparatus and connections may only be installed by the contractors officially appointed by the Organiser. All electrical work carried out by such contractors on behalf of Exhibitors shall at all times be subject to inspection and approval by the authorised representative of the Organiser. The Exhibitor acknowledges that all electrical fittings and devices must be in accordance with the Exhibition Site Regulations and no source of lighting or power may be utilised other than that provided by the Organiser or any contractors and/or sub-contractors approved by the Organiser.
7.9.3 Without prejudice to the Organiser’s other rights and remedies under these Conditions the Organiser reserves the right to withhold electricity supply from any Exhibitor who has not complied or does not continue to comply with the Exhibition Site Regulations.
7.10 Gas, water and waste
7.10.1 Exhibitors who require gas, water or waste services to be brought to their Stands must make an application in writing for consent to the Organiser not later than one full calendar months prior to the commencement of the Licence Period. Full particulars of the Exhibitor’s requirements must be supplied together with a sketch showing the position of the Stand to which the service is to be brought. Other than expressly permitted by the Organiser, no gas, water or waste services shall be supplied to the Exhibitor where an application for consent for such services has not been received by the Organiser not less than one full calendar months prior to the commencement of the Licence Period.
7.10.2 If the Organiser consents to the application such work may only be undertaken on behalf of the Exhibitor by the contractors officially appointed by the Organiser and the Exhibitor is responsible for the expense of the contractors undertaking such work and making good any material damage to the floor or other parts of the structure of the Exhibition Site in the course of carrying out such work.
7.10.3 Portable gas equipment may only be used after the Exhibitor has:
(a) provided full details of the equipment to be used;
(b) provided sufficient evidence, as the Organiser may reasonably require, that such portable gas equipment meets relevant Fire Regulations; and
(c) obtained the prior written consent of the Organiser.
7.11 Temporary lamps, etc
7.11.1 Exhibitors and others are (except in accordance with these conditions) not permitted to connect, or otherwise interfere with the electrical, water or other fittings on the Exhibition Site. In no circumstances must naked lights, oil lamps or temporary gas or electrical fittings be used on the Exhibition Site and no petrol or acetylene is allowed in the Exhibition Site
7.12 Dangerous materials
7.12.1 The Exhibitor shall not bring, place, keep or allow to be placed or kept on any part of the Exhibition Site any substance which, in the Organiser’s sole opinion, is of a dangerous, explosive or objectionable nature including but not limited to fulminates, explosives and all articles of a dangerous, inflammable, or objectionable nature. Corrosives, etc. that might spoil other articles cannot be brought onto, stored or placed on any part of the Exhibition Site, except in suitable vessels of small size and only then if the Exhibitor has obtained the prior written consent of the Organiser.
7.13 Fire Precautions
7.13.1 All materials used for building, decorating, draping or covering Stands must be non- inflammable, or rendered so by being immersed in fire-proofing solution.
7.14 Health and Safety hazards, radioactive materials, noxious fumes etc.
7.14.1 The Exhibitor is responsible for ensuring that all equipment and activity on his Stand complies with Health & Safety requirements and legislation. This includes having competent staff, adequate and appropriate equipment and adequate supervision.
7.14.2 Particular attention is drawn to the regulations of the Health and Safety at Work etc. Act 1974 and to the relevant British Safety Standards which must be strictly observed by the Exhibitor while on the Exhibition Site and in relation to any Exhibits particularly but without limitation to those involving lasers or radioactive materials, or which might provide noxious fumes or which make use of or display any other materials which may involve a danger to the health or safety of any person. No such materials may be brought into the Exhibition Site without the prior agreement in writing of the Organiser and only then upon the basis that the Exhibitor or person responsible agrees to indemnify the Organiser against any claim or action arising from the use or display of such materials.
7.15 Protection of machinery
7.15.1 The Exhibitor shall ensure that all machinery and Exhibits comply with the Exhibition Site Regulations and Relevant Legislation and are of satisfactory quality and fit for its purpose.
7.15.2 The Organiser reserve the right to call upon the Exhibitor to remove any machinery or Exhibit to which the Organiser object for any reason whatsoever.
7.16 Eligibility and sales
7.16.1 The Organiser reserves the right to approve or reject Exhibitors’ displays and without assigning any reason to remove any Exhibit which in their opinion is unsuitable or the display of which would be contrary to the best interests of the Exhibition, the Organiser, the Owner and any other exhibitor at the Exhibition and any visitor to the Exhibition.
7.17 Advertising matter
7.17.1 No Exhibitor may display any promotional material anywhere except within the area of their own Stand and in particular must never place any promotional material outside of their own Stand adjacent to competitive exhibits on display.
7.17.2 All handbills, printed matter or advertisements of any kind intended for distribution within the Exhibition may only be distributed from the Exhibitor’s Stand and Exhibitors shall not distribute printed matter, or literature, of any nature in the neighbourhood of the entrances or exits of the Exhibition Site.
7.17.3 No advertisement, notice, sign, handbill, decoration, flag, emblem or device may be erected, posted or attached to or displayed at the Exhibition or at other exhibitions or events referring to the Exhibition on or about the exterior of the Stands or on the Exhibition Site property without the permission in writing of the Organiser and, if permitted, any such matter shall be attached or displayed only in such place or places and for such period and shall be only of such dimensions and nature as shall be specified by the Organiser. Exhibitors must not station any attendant, or place anything in, or over gangways, or upon any space other than that allotted to them. Attendants must not promenade the Exhibition site for advertising purposes.
7.17.4 The Exhibitor shall immediately on receiving a written request from the Organiser remove or procure the removal from the Stand of any person or persons or any advertising, other installation or material which, in the opinion of the Organiser or the Owner is or may be undesirable, inappropriate, harmful (including harmful to the commercial interests of the Organiser or the Owner), offensive or obscene or illegal or may cause a breach of the Relevant Legislation and/or Exhibition Site Regulations or a breach of the peace.
7.17.5 Furthermore the Exhibitor shall immediately on receiving a written request from the Organiser close or procure the closing of the Stand giving rise to the request for removal in condition 7.17.4.
7.17.6 The Exhibitor shall immediately on receiving a written request from the Owner or Organiser procure cessation of any activity on the Stand which in the opinion of the Organiser or the Owner constitutes or may cause a breach of the Relevant Legislation and/or the Exhibition Site Regulations or a breach of the peace.
7.17.7 The use of audible devices for attracting the attention of visitors, including but not limited to microphones or throat microphones will not be allowed.
7.17.8 The Exhibitor shall not arrange or seek to arrange for all or any part of the Exhibition to be broadcast, recorded (audio or video recording) or televised without the prior written consent of the Organiser. This consent may be subject to any conditions the Organiser considers, in its sole discretion, appropriate including the levying of a reasonable fee.
7.17.9 The Exhibitor shall not use, install or allow to be used or installed any supplementary equipment or services which may interfere with any of the internal systems of the London Exhibition Centre (including but not limited to network, wireless, LAN, radio systems, blue tooth, mobile telephony etc) without the prior written agreement from the Organiser.
7.17.10 The Exhibitor acknowledges that the Owner will have the exclusive right, unless otherwise agreed in writing by the Owner, to make arrangements for the broadcasting, recording (audio or video) or televising of the Exhibition and to retain all payments made in respect of such broadcasting, recording (audio or video) or televising.
7.17.11 The Exhibitor acknowledges that CCTV equipment for general surveillance purposes may be used by the Owner and/or the Organiser at the Exhibition Site.
7.17.12 No advertising material of any nature shall be distributed from the Stand in any such manner as to cause annoyance disturbance or inconvenience to the Organiser, other exhibitors, visitors or any other third party.
7.17.13 No advertising material of any nature shall be distributed outside the Stand or in the Exhibition aisles at any time. The Organiser reserve the right to immediately remove the Exhibitor if in breach of this condition 7.17.13.
7.18 Competitions, Prizes and Gaming
7.18.1 No Exhibitor shall conduct a competition, offer, prizes or awards, unless application has been made to, and written permission obtained from the Organiser prior to the opening date of the Exhibition.
7.18.2 The Exhibitor will not use or allow any part of the Exhibition Site to be used for any illegal or immoral purposes or for betting or gaming.
7.19 Competitive Exhibitions
7.19.1 No exhibition deemed to be competitive to the Exhibition may be promoted from any Stand during the Exhibition.
7.20 Passes
7.20.1 Passes which are granted by the Organiser to admit Exhibitors, attendants and Exhibitor’s workmen, directors, employees, contractors and sub-contractors will be supplied free of cost to Exhibitors and are not transferable. No Exhibitor, attendant or workman etc will be admitted without such a pass being produced to an official appointed by the Organiser on entering the Exhibition Site.
7.20.2 In the event of any such pass being transferred or otherwise disposed of by the Exhibitor, attendants and/or the Exhibitor’s workmen, directors, employees, contractors and sub-contractors, the pass will be immediately forfeited, and no further pass will be issued. All tickets are issued, and visitors are admitted to the Exhibition, on the understanding that no canvassing is allowed by non-exhibitors, and visitors acting contrary to this condition, or who are suspected of canvassing, render themselves liable to immediate expulsion. No contractors will be allowed to enter the Exhibition without the written consent of the Organiser. Contractors must apply directly to the Organiser for passes before they will be admitted into the Exhibition Site.
7.21 Food, Tobacco and Alcohol
7.21.1 The sole rights for the distribution and sale of any article of food, drink or tobacco at the Site are held by the catering concessionaires, appointed by the Owner. The Exhibitor shall procure that all such articles including but not limited to tobacco, smokers requisites, beverages, alcoholic drinks, food, ice-cream, sweets, confectionery and any other refreshments of any nature which are to be consumed on the Exhibition Site by the Exhibitor are obtained from the Owner and the Exhibitor agrees that it will not sell or distribute or permit others to sell or distribute such articles within the Exhibition Site. This condition does not apply to free samples of the Exhibitors products to the extent permitted by the Exhibition Site Regulations.
7.21.2 The Exhibitor shall not use, install or allow to be used or installed by its employees, sub-contractors or agents or invitees catering equipment of any kind (including any crockery, cutlery, glassware, kettle, coffee maker, hot plate, refrigerator, grill or oven) which has not been supplied either by the Owner or by a supplier appointed by the Owner on any part of the Exhibition Site.
7.22 Cleaning
7.22.1 The Exhibitor is responsible for and must keep its Stand clean, tidy and well presented during the Exhibition and the Exhibitor shall ensure the collection, removal of waste material produced by working demonstrations of Exhibits and the removal and disposal of crates, cases, packing material and stand fitting materials and other items brought on to the Exhibition Site by its employees, contractors or agents. Cleaning of public gangways is the responsibility of the Organiser and will be carried out by contractors appointed by the Organiser.
7.23 Indemnity
7.23.1 Without limiting any other rights or remedies the Organiser may have, the Exhibitor shall indemnify the Organiser against, and shall pay to the Organiser a sum equal to, all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Organiser arising out of or in connection with any breach of the obligations set out in this condition 7 by the Exhibitor or any of their appointed directors, employees, representatives, workmen, contractors and/or sub-contractors.
8. ORGANISER’S RIGHTS
8.1 Exhibits subject to lien
8.1.1 In the event of any amounts being due to the Organiser from Exhibitors, without prejudice to the Organiser’s other rights and remedies under these Conditions the Exhibits shall be subject to a lien, and may not be removed without an official pass which must be obtained from the Organiser.
8.2 Admission to the Exhibition
8.2.1 The Organiser reserves the right to refuse any person admission to the Exhibition without assigning a reason.
8.3 Withdrawal by the Exhibitor
8.3.1 Without prejudice to the rights and remedies that the Organiser may have under these Conditions, the Organiser may at their sole discretion allow the Exhibitor to withdraw from the Exhibition subject to the following conditions:
(a) the Exhibitor must give written notice to the Organiser that it wishes to withdraw at least 100 days prior to the commencement of the Licence Period and if the Organiser, in their reasonable discretion, allow such withdrawal they will notify the Exhibitor of their decision in writing;
(b) any such notification by the Organiser to the Exhibitor will constitute a cancellation of the Contract subject to the payment by the Exhibitor to the Organiser of a consideration for release from the Contract as specified in condition 8.3.1(c) below;
(c) where an Exhibitor cancels the booking or when an Exhibitor fails to make payment on any of the due dates (whether or not invoiced), the Organiser reserves the right (without prejudice to any of its other rights) to terminate the Contract (in accordance with condition 11) or accept cancellation of the booking and to apply the following cancellation charges:
(i) where the Exhibitor cancels the booking at any time prior to 6 February 2023, the Exhibitor shall be liable to the Organiser’s for an aggregate sum equal to 50% of the price payable under the Contract (less any sum actually paid by the Exhibitor prior to the date of such termination);
(ii) where the Exhibitor cancels the booking at any time on or following 6 February 2023, the Exhibitor shall be liable to the Organiser for the full price payable under the Contract (less any sum actually paid by the Exhibitor prior to the date of such termination).
8.4 Amendment to Rules, Regulations and Conditions
8.4.1 The Organiser reserves the right to alter, add to, or amend any of these Conditions as may be required from time to time and such decision of the Organiser shall be final. Any change to these Conditions shall become effective when notified in writing to the Exhibitor. No alterations, additions, amendments, or waiver to or of, these Conditions shall operate to release an Exhibitor from the Contract.
9. INSURANCE
9.1 The Exhibitor shall maintain in force adequate insurance policies with a reputable insurance company, to cover its potential liabilities under this Contract and shall on the written request of the Organiser from time to time provide the Organiser with copies. For the avoidance of doubt, this shall include an obligation on the Exhibitor to maintain in force a policy for public liability insurance for a minimum amount of £2,000,000 per occurrence.
9.2 The Exhibitor shall do nothing to invalidate any such insurance policy or take or fail to take any reasonable action, or (insofar as it is reasonably within its power) permit anything to occur in relation to it which would entitle any insurer to refuse to pay any claim under any such insurance policy.
9.3 The Exhibitor shall notify the Organiser as soon as the Exhibitor becomes aware of any act or thing which may cause any claim to arise under or make void or voidable or cause its premium to be increased or any extra premium to be charged on the insurance of the Organiser or the Owner or any adjoining or neighbouring premises.
10. LIABILITY
10.1 The following provisions of this condition 10 set out the entire liability of the Organiser (including any liability for the acts or omissions of its directors, employees, agents and sub- contractors) to the Exhibitor in respect of:
10.1.1 any breach of the Contract; and
10.1.2 any representation, statement or tortious act or omission (including but not limited to negligence) arising under or in connection with the Contract.
10.2 All warranties, conditions and other terms implied by statute or common law (save for the conditions implied by Section 12 of the Sale of Goods Act 1979 and section 2 of the Supply of Goods and Services Act 1982) are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Nothing in these Conditions excludes or limits the liability of the Organiser for death or personal injury caused by the Organiser’s negligence or for fraudulent misrepresentation.
THE EXHIBITOR’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF CONDITION 10.4.
10.4 Subject to conditions 10.2 and 10.3:
10.4.1 the Organiser’s total liability under or arising out of the Contract whether in contract, tort (including negligence, or breach of statutory duty), misrepresentation or otherwise shall not exceed three times the price payable for the Stand under the Contract; and
10.4.2 the Organiser does not accept any liability under or arising out of the Contract or its subject matter (whether such liability arises due to negligence, breach of contract, misrepresentation or for any other reason) for any loss of profits, financial or economic loss, loss of sales, failure to make any expected gain or savings, loss of turnover, loss of or damage to business, loss of or damage to reputation, loss of contracts, loss of customers, loss of or damage to any Exhibits or materials losses or liabilities under or in relation to any other contract, wasted management or other staff time, indirect, special or consequential loss or damage, acts or defaults of any contractors or their servants, breakdown or failure of any of the services provided for or in connection with the Exhibition and for the purposes of this condition the term “loss” includes a partial loss or reduction in value as well as a complete or total loss.
10.5 The Exhibitor acknowledges that all Exhibits, goods and materials brought onto the Exhibition Site are brought at the risk of the owner thereof and the Organiser and the Owner do not accept any such Exhibits, goods and materials into its charge or control and shall not be liable for any theft, loss or damage in respect of such property.
10.6 Neither party is dealing as a consumer within the meaning of Section 12 of the Unfair Contract Terms Act 1977 (the “UCTA”). Each party agrees that the indemnity and limitation of liability contained in this condition 10 satisfies the requirement of reasonableness within the meaning of sub-section 2(2) and Section 11 of the UCTA.
10.7 The Exhibitor will indemnify and keep indemnified the Organiser from and against any and all proceedings and claims and against any and all claims, actions, demands, damages, losses, costs, expenses or liabilities which the Organiser incur or suffer:
10.7.1 as a result of a breach or infringement of third party rights by any of the goods, Exhibits and other materials owned or hired or displayed or distributed by the Exhibitor:
10.7.2 as a result of the breach of or non-compliance with the provisions of the Contract by the Exhibitor or any persons invited directly or indirectly by the Exhibitor onto the Exhibition Site; or
10.7.3 where injury or damage is caused or occasioned to the Exhibition Site, the Shell Stand Scheme or any Exhibits, goods or materials or any third party or to any other Exhibitor or visitors to the Exhibition Site as a result of the wilful or negligent act, default or omission by the Exhibitor, or any persons invited directly or indirectly by the Exhibitor onto the Exhibition Site.
11. TERMINATION
11.1 The Organiser may terminate the Contract immediately if:
11.1.1 the Exhibitor has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Exhibitor or for the granting of an administration order in respect of the Exhibitor, or any proceedings are commenced relating to the insolvency or possible insolvency of the Exhibitor;
11.1.2 the Exhibitor is in breach of any term of the Contract and has (where remediable) failed to remedy as soon as reasonably practicable and in any event:
(a) where the breach relates to Conditions 7 (Exhibitor’s Obligations) and 9 (Insurance), within 5 hours of receiving a written notice from the Organiser specifying the breach and requiring it to be remedied; or
(b) in respect of a breach of any other Condition of the Contract, within 24 hours of receiving a written notice from the Organiser specifying the breach and requiring it to be remedied.
The Exhibitor may at their own risk and expense request the Organiser to carry out the works to rectify the breach in question where possible. The Organiser is not obliged to carry out such works to remedy the breach;
11.1.3 the Exhibitor fails on the due date to pay all or part of any sums payable by it under the Contract (whether or not demanded);
11.1.4 the Organiser’s rights (whether contractual or otherwise) to use the Exhibition Site for the Licence Period are terminated or prohibited for any reason.
11.2 All payments payable to the Organiser under the Contract and which have not been paid shall become immediately due and payable upon termination of the Contract for any reason despite any other provision of the Contract.
11.3 The termination of the Contract (howsoever arising) will be without prejudice to any rights and remedies which may have accrued to either party.
11.4 Any conditions which impliedly have effect after termination will continue to be enforceable notwithstanding termination.
12. FORCE MAJEURE
12.1 In this Contract, “Force Majeure” shall mean any circumstances beyond the reasonable control of the Organiser and in particular but without limitation, acts or restraints of the government or public authorities, a pandemic, strikes, lockouts or other industrial disputes (whether involving the work force of the Organiser or of any other party), blockage or embargo, failure of supplies of power, fuel, transport, equipment or other goods or services, failure by the Owner or any previous organisers to vacate the Exhibition Site or any part of it or to leave the Exhibition Site clean and tidy, in good order and condition and clear of all obstructions, structures, goods, waste and other materials intended to be removed before the start of the Exhibition, breakdown or failure of equipment, damage to the Exhibition Site by explosion, corrosion, ionizing radiation, radioactive contamination, natural disaster, subsidence, heave, landslide, impact, act of God, or, riot, civil commotion, malicious or negligent act or accident or criminal damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm or default of suppliers or sub-contractors, or the non- availability of all or any part of the Dock Areas or access to the Dock Areas due to the requirements of any person or body having responsibility for managing or maintaining the Royal Victoria Dock or areas leading to the Royal Victoria Dock or the non- availability of Dock Area/Water Space for use by the Organiser on the basis that such use would cause a breach or contravene any Relevant Legislation.
12.2 Where by reason of Force Majeure, the Organiser is or anticipates that it will be prevented or hindered from performing it’s obligations under the Contract, including but not limited to permitting the Exhibitor to use all or part of the Exhibition Site or exercise any or all of its rights under the Contract, then the Organiser may during or prior to the Exhibition give notice in writing to the Exhibitor terminating the Contract.
12.3 In the event of termination under condition 12.2 the Organiser will not be liable for any costs howsoever incurred by the Exhibitor or its agent, sub-contractors or employees or other persons and subject to the foregoing, termination shall be without prejudice to any party’s rights against the other in respect of breaches of their respective obligations prior to the date of termination.
12.4 In the event of termination of the Contract pursuant to condition 12.2 (subject to condition 12.5) the Organiser shall have no liability to the Exhibitor save that where the Organiser receive any monies from the Owner specifically by way of refund in respect of the price paid for the Stand by the Organiser where there has been a Force Majeure event such monies shall be distributed proportionately amongst the exhibitors (including the Exhibitor and having regard to any monies paid by the exhibitors (including the Exhibitor)) by the Organiser.
12.5 If the cause preventing or hindering the Organiser from fulfilling their obligations is a strike or other industrial action originating from a dispute involving the Exhibitor or their respective contractor, sub-contractors or agents either with the Organiser or the Owner, the Organiser shall not be bound to repay the Exhibitor any part of the price for the Stand in accordance with condition 12.4 and all instalments of the price outstanding shall immediately become due and payable in full.
13. ASSIGNMENT AND TRANSFER
13.1 The Exhibitor shall not be entitled to assign, hold upon trust for any third party sub-licence, dispose of or deal with the benefit or burden of the Contract or any part of it.
13.2 Exhibitors may not assign, sub-let or grant licences in respect of the whole, or any part of the Stand allotted to them.
14. GENERAL
14.1 Each right or remedy of the Organiser under the Contract is without prejudice to any other right or remedy of the Organiser whether under the Contract or not.
14.2 If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable, it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect.
14.3 If there is any conflict in meaning between any provision of these Conditions and the Stand Application Form respectively, effect shall be given to these Conditions in preference to the Stand Application Form.
14.4 Failure or delay by the Organiser in enforcing or partially enforcing any provision of the Contract will not be construed as a waiver of any of its rights under the Contract.
14.5 Any waiver by the Organiser of any breach of, or any default under, any provision of the Contract by the Exhibitor will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Contract.
14.6 A person who is not a party to the Contract will have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract. This condition 14.6 does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
14.7 The formation, existence, construction, performance, validity and all aspects of the Contract shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
14.8 This Contract may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
14.9 Subject to condition 14.10 transmission of the executed signature page of a counterpart of this Agreement by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this Agreement.
14.10 This Contract may be executed by means of an electronic signature platform (including DocuSign) (Electronic Signature) and each such Electronic Signature shall for all purposes have the same validity, legal effect and admissibility in evidence as an original manuscript signature and the parties hereby waive any objection to the contrary.
14.11 No counterpart shall be effective until each party has executed and delivered at least one counterpart.
14.12 Any notice or other communication to be given under these Conditions must be in writing and may be delivered or sent by pre-paid first class letter post or facsimile or e-mail communication.
14.13 Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission or email communication, at the time of transmission
