Event Terms and Conditions

Event Terms and Conditions

The smooth and efficient running of the exhibition arises from the spirit of co-operation that exists between the exhibitors’, the organisers, the venue, the authorities and all other parties concerned.

It is, however, necessary that these terms and conditions and all other requirements imposed by the organiser, the venue, the authorities and other parties be observed to ensure the efficient conduct of the exhibition.

The organiser requires that all exhibitors observe and carry out these terms and conditions. It should be noted that in the event of a dispute as to the interpretation of these terms and conditions the decision of the organiser shall be final.

1       DEFINITIONS

            In the context of this document, the following terms and defined meanings shall apply.

        1.1      “Organiser” shall mean Dogan Exhibitions & Events (Pty) Ltd t/a the Rand Show and its affiliates.

        1.2      “Exhibitor” shall mean the company that is the signatory to the Agreement and includes all employees or agents of                                 such. In the case of “joint ventures” howsoever described, the Exhibitor is deemed to have obtained the consent of all                           the individual participants to the terms and conditions of this contract.

        1.3      “Exhibition” shall mean the event described on the front of the Agreement.

        1.4      “Facility” shall mean a defined portion of the exhibition facilities within the Johannesburg Expo Centre as shall be                                  specifically allocated by the Organiser to the Exhibitor and more fully defined on the face hereof.

        1.5      “Expo Centre” shall mean the immovable property including all improvements, exhibition halls, buildings and structures                        located at the corner of Rand Show and Nasrec Roads, Nasrec, Johannesburg.

        1.6      “Agreement” shall mean the Agreement to Exhibit concluded between the Organiser and the Exhibitor in terms of which                        the Facility is hired for the Exhibition which is governed inter alia by the General Rules and Regulations for Exhibitors                            (the “Rules”); the Johannesburg Expo Centre Rules and Regulations for Tenants; the Occupational Health and Safety                            Act, No. 85 of 1993; the Disaster Management Act No. 57 of 2002; the Consumer Protection Act No. 68 of 2008                                    (the “CPA”) and the municipal by-laws of the City of Johannesburg and all applicable emergency legislation.

        1.7      The Rules will be made available to the Exhibitor and shall be deemed to be conditions of the Agreement and the                                  Exhibitor acknowledges that a copy of such Rules was exhibited and made available to it prior to the Exhibitor signing                          the Agreement. The Rules will be incorporated in the Exhibitors Manual published by the Organiser prior to the                                        Exhibition. The Exhibitor shall comply and cause third parties as well as invitees to comply with all provisions of the                              Rules.

        1.8      The Agreement together with the Rules and Regulations of the Exhibition constitutes the entire agreement between the                        parties and no warranty, representation, promise, amendment, alteration, variation or waiver of the terms and conditions                      shall be of any force and effect unless reduced to writing and signed by both parties.

        1.9      The Agreement shall be governed by the laws and customs of the Republic of South Africa.

        1.10   In the Agreement words relating to the singular shall include the plural and vice versa; words relating to any gender shall                     include the other genders; and words relating to natural persons shall include associations of persons having status by                       statute or common law and vice versa.

        1.11   No delay or admission by either party hereto in exercising any of its rights under the Agreement shall be construed by                           the other as a waiver thereof or as acquiescence in a default, nor as any novation of the Agreement, any exercise of only                     part of the right or rights aforesaid shall similarly not preclude subsequent enforcement of any such right or rights as                           may have been fully exercised.

2    BASIC AGREEMENT

      2.1      The Organiser hereby grants the rights to the Exhibitor to use the Facility to its full potential at the Expo Centre for the                          duration of the Exhibition, including build-up and breakdown periods, upon the terms and conditions set out in the                                Agreement.

      2.2      The Exhibitor acknowledges receiving the said grant to the Facility upon the basis of a voetstoots receipt acknowledging                    further having fully inspected same to have found the Facility in all respects to its total satisfaction, same being received                    in good condition as it prevails at the commencement of the period of the Exhibition.

      2.3      Allocation of the Facility shall be made on the face of the Agreement and shall be duly signed by the Exhibitor, or a                                person duly authorised by the Exhibitor. Where the Exhibitor is acting as an agent, factor or licensee or in any other case                      where the Exhibitor is not acting as a principal, the Exhibitor shall disclose the name of its principal. This allocation shall                      not be binding on the Organiser until accepted on its behalf by a duly authorised employee signing in the space provided                    for on the face hereof. Pending acceptance hereof, the allocation cannot be withdrawn and upon                           such                            acceptance shall be an agreement binding between the Exhibitor and the Organiser, the Exhibitor being obliged to exhibit.

      2.4      Upon acceptance of the Agreement, the Exhibitor shall pay the Organiser the first sum due immediately and the balance                      on the date shown on the face of the Agreement. When acceptance is after the last due date, then the full amount due in                    respect of the Facility shall immediately be payable. Interest at a rate of prime plus 2% per annum shall be charged on all                    amounts that are overdue by the Exhibitor to the Organiser from the date such amount is due until the date of payment                        received.

      2.5     Should the Exhibitor fail to:

                2.5.1 make any of the payments referred to in clause 2.4 hereof; or

                2.5.2 exhibit; or

                2.5.3 abide by any other terms of the Agreement.

                Then in such event/s the Organiser shall have the right, but not be obliged to cancel the Agreement without notice and to                    reallocate the Facility (or any other Facility allocated in terms of the Agreement), in which event the Exhibitor shall remain                    liable to the Organiser for all amounts due in terms hereof and furthermore be liable to the Organiser for any                                          damages incurred as a result of any of the a foregoing event/s.

       2.6      Cancellation

                The Agreement is binding and may not be cancelled and shall remain in force until all outstanding payments have been                        met. Any exhibitor who elects not to make use of the Facility sold in terms of the Agreement will remain liable for the full                    amount of this the Agreement.

       2.7   The signatory hereto warrants:

               2.7.1 in the case of a company, he is a director thereof.

               2.7.2 in the case of a closed corporation, he is a member thereof;

               2.7.3 in the case of a partnership, he is a partner thereto;

               2.7.4 in the case of a sole proprietorship, he is the sole proprietor thereof;

               2.7.5 in the case of a government institution or association, he is a duly authorised servant thereof;

               2.7.6 in the case of none of the above, the person signing the Agreement is duly authorised thereto.

       2.8   If the Exhibitor is a company or closed corporation, or any other legal body other than a natural person, the person signing                  the Agreement on behalf of the Exhibitor hereby binds himself/herself joint and severally in favour of the Organiser as                          surety for and co-principle debtor with the Exhibitor for the due and punctual performance of an compliance by the                              Exhibitor with its obligations to the Organiser in terms of the Agreement.

               2.8.1 If the party signing the Agreement on behalf of the Exhibitor has not been authorised to do so the Exhibitor hereby                                 agrees that in such case its members, directors or partners as the case may be shall be personally liable for all                                     obligations in terms of the Agreement.

               2.8.2 CONSUMER PROTECTION ACT

                        (Please tick appropriate block)

                        – Net Asset Value:          

                        □ Exceeds R2 Million □ Less Than R2 Million                   

                        – Annual Turnover Exceeds:

                        □ R2 Million   □ Less Than R2 Million              

3       CONDITIONS OF PAYMENT

         3.1     Any dispute by the exhibitor with any exhibition event services provided the Organiser or any affiliate, or with the                                    amount charged for same shall be reported to the Organiser, in writing, within 3 days from the date of invoice relating to                      same, time being of the essence (but such dispute shall not affect the Exhibitor’s obligation to make payment within 14                      days as set out below). Failure to report any such dispute within such time shall constitute a waiver of any claim by the                        Exhibitor with respect to such dispute. Whether sums are due under contract or open account. It is understood that all                        invoices are due upon receipt and are considered delinquent if not paid within 14 days from the date of invoice or the                          date as indicated on the invoice.

         3.2     The Organiser reserves the right to make an additional charge to the Exhibitor equal to any amount charged to them for                        any services supplied whether specifically ordered or not. The Organiser accepts no responsibility for breakdown or                              failure of any of the services provided for or in connection with the Exhibition.

         3.3     Should timely payments not be made as stated the Exhibitor agrees to pay all collection agency fees and expenses, and                      other costs of collection, including reasonable attorney fees and court costs that may be incurred by the Organiser or                          any affiliate in pursuing and collecting payment. The liability of the Exhibitor shall be joint and several with third parties.

                    The party executing the Agreement on behalf of the Exhibitor acknowledges that it has the authority to do so and that                          by its execution it has cause the Exhibitor and third parties to be jointly and severally bound by the terms hereof. The                            Exhibitor represents that third parties will immediately be notified of the terms hereof. Notwithstanding to whom bills                          are rendered the Exhibitor and third parties shall remain jointly and severally obliged to pay to the Organiser the amount                      of any bills rendered by the Organiser within the time specified and until payment in full is received.                                                          Payment by the Exhibitor to third parties or by third parties to the Exhibitor shall not constitute payment to the Organiser.

          3.4    Whilst the Agreement shall have become established as detailed herein, all rights and benefits flowing therefrom in                              favour of the Exhibitor shall remain suspended until the Exhibitor shall have fully paid the agreed contract price to the                          Organiser.

          3.5    Payment by the Exhibitor of the specified deposit together with its conveyance in the appropriate form of the Agreement                      to the Organiser will convert the allocation to a secured and confirmed Facility pending the final payment of the                                      outstanding contract price by the Exhibitor in terms of Clause 3.4.

          3.6     Until such time as the specified deposit shall have been paid in terms of 3.5, the allocation of the Facility shall remain                           of a tentative nature, and at all times free to be re-allocated by the Organiser to any alternate Exhibitor in its sole                                   discretion and upon simple noticed to that effect being given to the former Exhibitor. A failure to pay any contract                                 monies in strict accordance with the stipulated times for payment, will constitute a material breach of the Agreement.

          3.7     Only for as long as the Exhibitor shall have maintained all payments in terms of the Agreement on the due date/s, will it                       be entitled to receive access to its reserved Facility as may be necessary in the furtherance of it’s planning for the                                 Exhibition.

          3.8     Payments made by post will only have been validly made when the payment is received by the Organiser and, if made in                       terms of any instrument other than cash, when such instrument has been honoured. Furthermore, the Exhibitor bears                           the risk of such payment not being delivered by post timeously or at all whether as a result of loss, theft, delay or any                           other reason.

          3.9     In the event that any payment remains due to the Organiser less than 14 days prior to the opening of the Exhibition, the                         Exhibitor shall be required to pay the Organiser by bank transfer or credit card. The Organiser reserves the right to                                 refuse cheque payments.

4       BREACH

         4.1     In the event of a breach by any party or any term or condition of the Agreement, the aggrieved party shall only be                                   entitled to seek relief in terms hereof, after giving to the default party written notice to remedy same within the following                     parameters.

                   4.1.1              should the breach materialise within the period of 3 months prior to the commencement date of the                                                          Exhibition, 5 days;

                    4.1.2             should the breach materialise within the 2 months prior to the commencement date of the Exhibition,                                                      24 hours;

                    4.1.3             should the breach materialise during the Exhibition, 5 hours, these hours to run daily between the period of                                             10h00 – 17h00 daily.

         4.2      By virtue of the inherent nature of the Exhibition time, as contemplated in 4.1 is acknowledged by all parties to be of the                       absolute essence.

         4.3      Without prejudice to any other rights whether under common law or in terms of the Agreement the parties reserve their                       right to any other or additional claim or claims which the aggrieved party may have against the defaulting party in Law,                         and in the event of a breach of any term or condition of the  Agreement, not being remedied the aggrieved party shall                           have the right and option forthwith either to cancel the Agreement or to institute proceedings for specific performance                         against the party in breach and without any further notice, with or without any additional claim for damages                                           arising from such breach.

         4.4      All legal costs incurred shall be recoverable by the aggrieved party on the scale of attorney and own client.

         4.5      The domicillium et executandi shall be those addresses of the Exhibitor and the Organiser as recorded on the face of                           the Agreement.

5       USE OF THE FACILITY

         5.1      The exhibitor contracts to use the Facility for the duration of the Event in conformity with Organiser guidelines. The                               Organiser has the right to reallocate the stand at its discretion. The Exhibitor and its representatives shall conduct                                 themselves in a business-like manner. In cases of disruptive and/or unprofessional behaviour the Organiser and/or the                       Exhibitor has the right to ask disruptive individuals to leave its Facility. The Organiser reserves the right to revoke                                   participation from such individuals. Exhibitors may not obstruct overall view or hide the exhibits of others.

         5.3      Only items which, are in the Organiser’s opinion, within the scope of the Exhibition may be exhibited or otherwise                                   displayed or made available from the Facility. Goods, cards, advertisements or photographs of persons/companies                               who are not Exhibitors may not be displayed.

         5.3      It will be the responsibility of the exhibitor who contracts the space to maintain personnel in the Facility at all times                              during show hours. Any Exhibitor who starts to pack or dismantle their Facility prior to the close of the Exhibition will be                      charged a fee of R10,000 and may forfeit any seniority due to future shows.

         5.4      Unusual or specifically built custom-built stands must have Organiser approval. The Organiser reserves the right to                               restrict or remove exhibits that are distracting or distract from the character of the Exhibition or which compromise the                       Health and Safety regulations governing the Exhibition. Stands must be set up prior to the opening of the Exhibition.                             Management has the right to reallocate a Facility at its discretion if the Exhibitor has not appeared or begun to set up                           the stand 48 hours prior to the opening of the Exhibition. The Exhibitor will assume the cost of any additional                                         services/equipment required for their respective Facility.

         5.5      The Exhibitor shall not assign, sublet, share or apportion the whole or any part of the Facility or have representatives,                           products, equipment, signs or printed materials from other than its own company contracted in the assigned space                             without the prior, written, consent of the Organiser.

         5.6      All exhibitor promotional material and goods are limited to the designated Facility. The Exhibitor may not carry out                                 publicity activities outside the boundary of the Facility or in front of the Expo Centre without written permission from                           the Organiser. Acoustic presentations are permitted only if they are arranged in a way that other exhibitors are not                                 disturbed by them and visitors are not disturbed or hampered by them. The Organiser reserves the right to stop or                                 cause to be stopped any publicity and/or presentation and/or acoustic events that have not been approved and do not                         meet the standards of the Exhibition.

          5.7     The Organiser reserves the right to amend the Facility indicated on the face of the Agreement by an amount not                                     exceeding 10%. In such event, the cost will automatically be adjusted at the rate per square metre quoted on the face                           hereof by the Organiser which will do everything possible to ensure that exhibition stands when built conform in layout                         to the plan provided to exhibitors. The organiser shall not be held responsible in the event of modifications brought                               about by structural or other limitations.

                     The Organiser shall furthermore have the right to another Facility if in the opinion of the Organiser such a move is                                 necessary for the overall presentation and in the interest of the Exhibition.

          5.8      The Expo Centre or City of Johannesburg Fire and/or Safety officials shall be entitled to issue written directives from                            time to time with regard to the methods and material of construction, stand layout, design and quality of installation                            and the Exhibitor shall timeously comply with such directives.

          5.9      After completion of the installation the Expo Centre or City of Johannesburg Fire and/or Safety officials shall be                                    entitled to require the Exhibitor to make such additions or changes to the installation as they in their sole discretion                              require.

          5.10   Exhibitors shall be totally responsible for the cost of restoring to its original condition any part of the land or structure                         occupied by them which has been altered or damaged in any way. The exhibitor shall hold the Organiser safe and                                 harmless for all loss or damage suffered by or arising from any act or default of any servant, agent or subcontractor                             of the Exhibitor.

          5.11   All exhibits and stand fitting materials must be removed from the Expo Centre by the close of the breakdown period,                             and the Exhibitor shall not enter, store or carry out any work at the Expo Centre prior to the period stipulated by the                               Organiser. The Exhibitor will compensate the Organiser for any expenses incurred through failing to comply with this                           condition.

          5.12   The Exhibitor shall not, without the prior written consent of the Organiser, display, exhibit or bring into the Expo Centre                         any explosives, radioactive, flammable, dangerous or hazardous substances or any such item which may cause                                     noxious fumes or make use of, or display any materials which may involve a danger to the health and safety of any                               person.

6       PREVENTION OF PRODUCT PIRACY

          6.1      The Exhibitor undertakes to display exhibits manufactured, dealt with or stocked by it, or associate, or subsidiary                                  organisations, or for which it is the accredited dealer agent, licensee or stockist. The Exhibitor shall not exhibit any                                products which may be considered parallel/grey imports, or which infringe any copyright.

          6.2      The Exhibitor hereby declares bindingly and irrevocably that he himself created the products he is exhibiting or,                                      respectively, that they are authorised copies or imitations of other suppliers or third parties.

          6.3      The Exhibitor also undertakes to respect the priority property rights of third parties. If an infringement of property                                  rights of any kind is brought to his attention during his participation in the Exhibition the Exhibitor hereby undertakes to                        remove the product/s concerned from his Facility. He expressly notes that, in the event of a violation of this                                            undertaking and application of the requirement the Organiser is entitled to bar him from taking part in this and future                            Exhibitions.

7       INSURANCE

          7.1      The Exhibitor must obtain his own insurance in respect of staff, vehicles, goods and displays. The Exhibitor is advised                          to take out the necessary insurance cover for all eventualities.

          7.2      The Organiser will not be responsible for the safety of any articles of any kind brought into the Exhibition by the                                      Exhibitor, its servants, agents, contractors, and members of the public or any person of whatsoever nature. The                                      Exhibitor is required to ensure that it is fully insured for the duration of the Exhibition, including build-up and                                            breakdown periods, and shall furthermore take out and maintain such public liability insurance cover at its own cost                            in order to specifically ensure and safeguard the interests of the Organiser and all persons likely to enter upon the                                Facility and as may suffer any risk or personal injury or damage to property as a result.

8       EXCLUSION OF LIABILITY

          8.1      The Exhibitor shall indemnify and hold the Organiser harmless in respect of all costs, claims, demands and expenses                            of whatsoever nature to which the Organiser may in any way be subject as a result of loss or injury arising to any                                  person as herein before described however caused as a result of any act or default of the Exhibitor, its servants,                                    agents, contractors, members of the public or any other persons of whatsoever nature.

          8.2      The Organiser shall not be responsible for the loss or damage to any property of the Exhibitor or any other person,                                for the loss of, or damage or destruction to same by theft or fire or other cause whatsoever or of any loss or damage                            whatsoever sustained by any Exhibitor by reason of any defect in a building caused by fire, storm, lightning, national                              emergency, war, labour disputes, strikes or lock-outs, civil disturbances, explosion, inevitable accident, force majeure,                          or any other cause not within the control of the Organiser, whether ejusdem generis or not, or for any loss or                                          damage occasioned, if by reason of the happenings of any such events, the opening of the Exhibition is prevented or                            postponed or abandoned or a building becomes wholly or partially unavailable for the holding of the Exhibition.                                      The Exhibitor will be liable for third party claims arising from their own stand fittings and for their proportion of the                                shell scheme and furthermore for physical loss or damage to the basic shell scheme stand. As the Organisers will                                accept no responsibility for any of the matters aforesaid, the Exhibitor must cover himself by insurance in respect                                thereof to any extent available and the Organiser reserves the right to demand sight of such a policy.

          8.3      In no event shall the Exhibitor have any claim for damages of any kind against the Organiser in respect of any loss                                or damage consequential upon the prevention, postponement or abandonment of the Exhibition by reason of the                                  happening of any of the events referred to in Clause 8.2 or otherwise, or of the Expo Centre become wholly or partially                          un-available for the holding of the Exhibition for reasons beyond the Organiser’s control, and the Organiser shall be                                entitled to retain all sums paid by the Exhibitor or such part thereof as the Organiser shall consider necessary.

          8.4      If, in the opinion of the Organiser, by rearrangement or postponement of the period of the Exhibition or by substitution                         of another hall or building or any other reasonable manner the Exhibition can be carried through the contract for space                         shall be binding upon the parties except as to the size and position as to which any modification or rearrangement                               they consider necessary shall be determined by the organiser.

          8.5     The Organiser shall not be liable for the number of visitors or sales generated from participation.

          8.6     Exhibitors will be totally responsible for the obtaining of visas and customs clearances for their staff, agents, products                        or services and in no event shall there be any claim for damages or otherwise against the Organiser in respect of any                          loss or expense relating thereto.

          8.7     In case the Organiser suffers any damage or is held responsible by third parties due to the non-compliance or due to                            any act or omission attributable to the Exhibitor or to third parties acting on behalf of or in the interests of the Exhibitor,                      then the Exhibitor shall indemnify and hold harmless the Organiser. The duty to indemnify and hold harmless the                                  Organiser shall also apply to the Expo Centre by the Exhibitor or by third parties acting on behalf of, or in the interests                          of the Exhibitor.

9       SAFETY AND LIABILITY

          9.1    All national, provincial and municipal by-laws shall be observed during the Exhibition in the Facility. The exhibitor shall                          observe all safety regulations of the Expo Centre, directives by security personnel and the Organiser. The Exhibitor shall                      be liable for all damage to persons or property, economic losses which have been caused by stand construction, stand                        equipment, exhibits and any employees acting on its behalf. The exhibitor shall obtain all required permits prior to the                          commencement of the Exhibition and have them available for inspection by the Organiser.

          9.2    Members of the police, fire brigade, rescue services, safety officers and representatives of the Organiser must given                              access to all stands at all times. Their instructions are to be obeyed

          9.3    The Organiser or its representatives are entitled to check at any time that security regulations are being observed.                                The Organiser is authorised to order the immediate rectification of a situation which does not conform to regulations                          by the Exhibitor and to prohibit at all times any operation which is against regulations. At any time the Organiser may                            stop the operation of machines, appliances, etc. and prohibit renewed operation, if it considers such operation to                                  constitute a danger, or if other exhibitors or visitors are disturbed or bothered by them.                                                                                  The decision of the Organiser is final.

          9.4    The exhibitor is responsible for observing all regulations concerning food processing and distribution. This also applies                      to samples distributed free of charge. Distribution of drinks and meals by the Exhibitor against payment is not                                        permitted.

10    DATA PROTECTION

         10.1   The Exhibitor explicitly agrees with the storage, processing or forwarding of personal data by the Organiser, including                          the use of automatic data processing systems, inasmuch as this is necessary for the purposes of the Organiser and its                      affiliated companies has a justified interest in the business purpose.

11.    The Organiser reserves the right to alter, add to, or amend any of these terms and conditions and the decision of the                            Organiser shall be final. No alteration, addition, amendment or waiver to, or of, these terms and conditions shall release                      any Exhibitor from its Agreement.

12.   EXHIBITORS MANUAL & BULLETINS

         12.1   An Exhibitors Manual will be issued to each Exhibitor containing detailed instructions for the organisation of the                                    Exhibition.

         12.2   The Organiser will designate an exhibitor portal where bulletins may from time to time be published.

13      The Organiser cannot accept any complaint or claim against them unless it is submitted in writing to the address given on                   the face of the Agreement in 2 weeks of the closing date of the Exhibition.

14    WARRANTIES & LIABILITIES

          14.1   As allowed by law, or except where this Contract states, the Organiser

                    14.1.1            does not make any representations or warranties about the Facility

                    14.1.2            is not liable for any person’s injury or death, property damage, economic loss, or any indirect, special or                                                   consequential damages pertaining to the Exhibition

           14.2   The Exhibitor indemnifies the Organiser from and against any claims, damages, losses and costs it may incur                                        because of:

                     14.2.1            any breach of the Agreement which the Exhibitor may make

                     14.2.2            any acts or omissions of the Exhibitor to do with the Exhibition, including any negligence and wrongdoings.

           14.3   No representation by the Organiser regarding the anticipated levels of attendance by Visitor and other Exhibitors at                              the Exhibition shall form part of the Agreement and whilst every effort is made to promote the Exhibition and ensure it                        is a success for all concerned, no guarantees or warranties will be given.

           14.4   The Organiser does not warrant the supply of electricity to the Expo Centre and the Exhibitor acknowledges that that                            the supply of electricity during the Exhibition is subject to supply by the municipal authorities.