1.Upon the Exhibiting Company’s (“Exhibitor”) execution, this Agreement becomes a binding contract between the organiser and the Exhibitor subject to the parties, respective rights described in the terms and conditions set forth below. No Exhibitor has accepted this a greement, unless the exhibiting company / firm has paid all applicable fees and deposits by the deadlines set forth on this agreement and otherwise complied with this agreement in all respects.
2.The execution of this agreement and the timely payment of all fees and deposits do not guarantee that an exhibitor will be permitted to exhibit at the show or be assigned to a particular exhibit hall, section within the show or exhibit hall, or the space or number of booth s desired by the Exhibitor or assigned by the organiser. The organiser reserves the ri ght to select those Exhibitors who will be permitted to exhibit at the show, and the exhibit hall, area and number of booths in which the Exhibitor will be allowed to exhibit, in its sole and absolute discretion.
3.The organiser retains the absolute right to cancel, change or modify the e xhibit space assigned of any Exhibitor, in its sole and absolute discretion, for any or no reason, with or without cause by mailing the Exhibitor a written “Notice of Cancellation or Change of Exhibit Sp ace Assignment”. Exhibitor also recognizes and understands that circumstances may arise immediately prior to or during the “CAPINDIA” show that may also make it necessary for the organiser to change or cancel an Exhibitor’s space, or make the exhibit space available to the Exhibito r for fewer days and/or fewer hours than had previously been confirmed.
4.Use of Fees and Deposit. Exhibitor expressly acknowledge that the orga niser reserves the right to apply any fees and deposit amounts paid pursuant to this Agreement (i) to remedy and default of Exhibitor under this Agreement including payment of required insurance (ii) to remedy any default of Exhibitor from any previous agreement(s); (iii) for paymen t of any cheques returned for Insufficient funds (including any bank fees related to the Insufficient funds); and (iv) to pay any onsite violations of the Exhibitor. Exhibitor agrees to pay to THE ORGANI SER the amount offset against a Past Due Amount by the applicable deadline. If the Exhibitor fails to pay the offset amount within the required period the Exhibitor shall be considered to be in default of its payment obligations under this agreement and the organiser shall have the right to cancel or change the Exhibitor’s space assignment and exercise its other rights under the agreement.
5.The organiser reserves the right to change, increase or decrease Show hours, days or location. Notwithstanding anything to the contrary in the Exhibitor Agreement, the Exhibitor acknowledges and
agrees that if the organiser elects to change, increase, or decrease Show hours, days or location, Exhibitor shall not be entitled to any expressly disclaims any right or claim to the return of any portion of any Show fees or deposits paid or payable by the Exhibitor to the orga niser.
6.Should the premises or any portion thereof, be rendered unusable for any reason or due to any cause whatsoever, including but not limited to fire, the elements, acts of God, mob, riot, or civil commotion, the organiser shall in no way be liable for any personal or business loss or any other damage, consequential or otherwise, inconvenience or anno yance to the Exhibitor arising from any of said causes.
7.The organiser make no representations or warranties, express or implied, to the Exhibitor regarding the condition of the premises or the success of the Exhibitor’s efforts for which the exhibit space will be used. Under no circumstances shall the organiser be held responsible or liable for any costs, expenses, damages or any other sums whatsoever incurred by the Exhibitor or any other party as a result of the condition of the premises, the exhibit space, or the Exhibitor’s efforts for which the exhibit space will be used or the theft or destruction of the Exhibitor’s products or property.
8.Exhibitor understands and acknowledges that all utilities including, but n ot limited to, electrical, water, heating, ventilation and air conditioning are provided by the show facility at a cost and not by the organiser, and as such, the organiser assumes no responsibility for any di sruption in service.
9.Exhibitor acknowledges and agrees that should (a) the organiser issue a n otice of Cancellation of Change or (b) change or cancel an Exhibitor’s space or make exhibit space available for fewer days than had previously been confirmed, the organiser shall not be held responsible or liable for any costs, expenses, damages or any other sums whatsoever incurre d by the Exhibitor or any other party as a result of any exhibit space cancellation, change or reduction in number of available days except as specifically set forth in this paragraph. The Exhibitor expressly acknowledges and agrees that the organiser’s liability to the Exhibitor in any way relating to the Agreement and/or the use, cancellation, change or reduction in the number of available days of exhibit space shall be limited to the return to the Exhibitor of all or a prorated portion of any fees or deposits previously remitted to the organiser.
10.Exhibit Space Rules. The organiser shall have the right in its sole and abso lute discretion to establish rules for the show and the use of exhibit space covered by this Agreement, including but not limited to the rules within the Exhibitor Manual. All Exhibitors are required to comply with all such rules which are deemed incorporated herein by this reference and shall be available to each Exhibitor prior to the show.
11.If the exhibitor wishes at any time prior to Exhibition to cancel its Stand Space, it shall:
11.1Provide immediate written notice to the organiser and
11.2Pay the following cancellation charges, dependent upon the da te of receipt of such cancellation notice by the organiser (a) 50% of the total fees paid or payable by the Exhibitor where the cancellation notice is received by the organiser on or before the date which falls 60 days before the start of the Exhibition (b) 75% of the total fees p aid or payable by the Exhibitor where the cancellation notice is received by the organiser during the perio d which falls between 60 days and 45 days (inclusive) before the start of the exhibition; or (c) 100% of the total fees paid or payable by the Exhibitor where either the Exhibitor does not pro vide any cancellation notice or where the cancellation notice is received by the organiser on or after the date which falls 30 days before the start of the Exhibition.
12.If the Exhibitor wishes to modify its Stand Space it shall send a written request to the organiser, stating the reason for proposed modification, which the organiser shall be entitled to accept, reject or condition at its reasonable discretion. Such conditions may include (but n ot be limited to) the payment of additional fees if the modification will result in additional requirements in connection with the Stand Space or the payment of the applicable. Cancellation charges set o ut in clause 11.2 if the modification will result in significantly reduced requirements for Stand Space.
13.Miscellaneous (a) the terms & conditions set forth above, govern the rights and responsibilities of the organiser and the Exhibitor. The Agreement and these terms & conditions represent the sole and entire agreement among the Exhibitor and the organiser and supersede a ll prior agreements, negotiations, and discussions between the parties hereto, and / o r their representatives. (b)The Agreement
and these terms & conditions shall be construed as a whole in accordan ce with their fair meaning and the laws of India. c) The provisions set forth above ar e severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforce ability of any other provision. (d) No waiver of any term, provision or condition set forth above, in any one or more instances, shall be deemed to be or construed as a further waiver of any such term, provisi on or condition. (e) The person executing this Agreement on behalf of the Exhibitor represents and warrants that they have the authority and power to do so and bind the entity for which they sign. f) THE ORGANISER shall use reasonable care to have all power services installed in time for the opening of the Show. Proper and reasonable care shall also be taken to prevent interruption of power services during the exhibition. The organiser shall not be held responsible for late installation or interruption of any services that may occur. g) By signing this Agreement, Exhibitor authorizes the organiser to use its name and any photographs and / or video recordings taken at the exhibition and associated events for promotional purposes.
14. (a) The Exhibitor shall supply to the organiser the name of at least one person to be its representative in connection with the installation, operation and removal of the exhibits and shall ensure that such person is available to be contacted by the organiser at all times du ring the Opening Hours of the Exhibition and reasonable available at other times during the Exhibition Period. (b) In order to ensure only Official access to the Exhibition areas, the exhibitor and any authorised personnel and any permitted contractors will be issued with non-transferrable badges. No admission to the Exhibitor areas will be allowed unless this badge is presented. The Exhibitor will be required to provide the organiser, by the date specified in the Exhibitor Technical M anual, with a list detailing the personnel who will be present at the Stand Space and / or around the Exhibition an d / or any permitted contractors and the day(s) on which each person is likely to be in attendance. The exhibitor shall be liable for all and any unauthorised use of badges issued to the Exhibitor (c) The Exhibitor shall be responsible and liable for the conduct of all personnel and any other person associated or connected with the Exhibitor. The organiser reserves the right in its absolute discretion to exclude or remove from the Exhibition any person whose presence or behaviour is undesirable and /or potentially unlawful, harmful, disrespectful and/or causing a nuisance to other Exhibitors and/ or Exhibition visitors and the organiser may exercise such right notwithstanding that any such person is the employee, agent or permitted contractor of the Exhibitor or otherwise in any way connected or associated with Exhibitor.
15. The Exhibitor shall carry public liability insurance against personal injury, death and damage to or loss of property by any cause whatsoever. The Exhibitor shall provide written evidence of its insurance policy to the organiser no later than 8 weeks prior to the commenceme nt date of the Exhibition. In the event that an Exhibitor enters this agreement less than 8 weeks before the commencement of the Exhibition, the Exhibitor shall on the date of this agreement shall pro vide satisfactory written evidence to the organiser of its insurance policy.
16.Neither party shall use, copy, adapt, alter, disclose or part with possession of any information or data of the other party which is disclosed or otherwise comes nto its possession directly or indirectly as a result of this agreement and which is of confidential nature except as strictly necessary to perform its obligations or exercise its rights under this agreement PROVIDED THAT this provision shall not apply to Confidential information: (a) Which the receiving party is able to prove was already in its possession at the date it was received or obtained or whic h the receiving party obtains from some other person with good legal title to the same or which is independe ntly developed by or for the receiving party ; or(b) Which comes into public domai n otherwise than through the default or negligence of the receiving party; or (c) Which the receiving party is requ ired to disclose by law or applicable regulatory authority. In all cases each party shall inform the other party immediately upon becoming aware of confidential information, or that an unauthorised disclosure of confidential information has been made. Each party shall ensure that its personnel, sub-contractors and agents who have, or may have, access to the confidential information are bound by an undertaking in substantially the same terms mentioned above. The provisions in this clause shall continue in force notwithstanding termination or expiry of this agreement.
17.The Exhibitor shall not exhibit (nor attempt to exhibit) at the Exhibition any counterfeit good or any goods which infringe any third party’s Intellectual Property Rights (“Infringing Goods”) or any goods which are prohibited or restricted by local laws or regulations where the Exhibition takes place(“Prohibited Goods”). Without prejudice to the organiser’s other rights, in the event that a third party and/or a relevant authority alleges that the Exhibitor exhibits (or attempts to exhibit) any Infringing Goods and /or Prohibited Goods, the organiser shall have the right to : (a) Physically remove any such goods (b) Terminate this agreement including the Exhibitor’s right to participate in the Exhibition; and/or (c) Close down the Exhibitor Stand And in any such event, the Exhibitor shall have no financial or other claim against the organiser. Subject to any claim by a third party. The organiser shall return any removed goods to the Exhibitor. The Exhibitor agrees to attend a pre-registration inspection prior to the commencement of the Exhibition, where requested by THE ORGANISER and in accordance with the organiser’s instructions from time to time The Exhibitor agrees to on demand indemnify and keep indemnified the organiser against all claims, liabilities losses, suits, proceedings, damages, judgements, expenses, costs (including legal fees) and charg es of any kinds howsoever incurred by or on behalf of or made against the organiser arising out of exhibition by the Exhibitor of any infringing goods or Prohibited Goods, and / or acts by a third party as a consequence of such exhibition.
18.The dimension of the booth shall be accepted by the applicant, as finalized by the organiser and no representation shall be entertained in this regard.
19.Any allotment near pillar shall be accepted by applicant.
20.This agreement may be terminated by the organiser at any time by written notice to the Exhibitor upon the occurrence of any of the following events: (a) The Exhibition is cancelled. (b) the organiser is not satisfied that
proper use is being made of the Exhibition by the Exhibitor during the build-up period or at any time during the term of the Exhibition or at any other time when the Exhibitor or any of its contractors or Exhibits is in the Exhibition centre in connection with the Exhibition, (c) The Exhibitor fails to arrange insurance cover in accordance with the Clause 15 (d) Payment of Fees is not made by the Exhibitor in accordance with this agreement
(e) The Exhibitor is or becomes for any reason unable to utilise the stand space (f) The Exhibitor ceases to carry on the business, becomes insolvent, or enters into or takes or is subject to any form of winding up, administration, receivership, liquidation, bankruptcy, arrangement with creditors generally or any other insolvency procedure in respect of it or any of its assets, or suffers from enforcements of security or legal process or repossession or any event analogous to any of the above in any jurisdiction (g) The Exhibitor or relevant attending employees, contractors or other of its personnel is or are convicted of any criminal offence or otherwise so conduct itself/ themselves so as to bring itself, the Exhibition or th e organiser into disrepute.
21. The Exhibitor shall not assign, sub-let or grant licenses in respect of any part of the space allotted, nor may indulge in advertisements of firms who are not bonafide exhibitors’ on its allotted stand.