1. In the Contract, of which these Standard Terms and Conditions forms part :
a). Exhibition includes any part of the Exhibition (including the Stand) and any event or promotion organised by BMSHE NZ Ltd.
b). The Stand means the floor space comprising the Stand Number and Stand Size allocated by BMSHE to the Exhibitor and includes the Standard Package Inclusions.
c). If there is more than one Exhibitor, their obligations shall be joint and several.
2. The Stand is licensed by BMSHE to the Exhibitor for the Expo Event in accordance with this Contract. The licence is personal, cannot be assigned without BMSHE’s written consent and does not create a tenancy or give any right to quiet enjoyment to the Stand or any other area within the Exhibition. The Stand shall be occupied solely by the Exhibitor and shall not be sub-license to or to be otherwise occupies by any entity other than the Exhibitor, without the prior approval in writing of BMSHE.
3. The exhibitor shall continuously man the Stand during the Exhibition Event. The Exhibitor shall not operate or promote the Goods and Services in or otherwise obstruct any aisles or walkways. The Exhibitor is not permitted to display on or promote from the Stand any other products or services other than the Goods and Services, without prior approval in writing from BMSHE.
4. The Exhibitor shall keep the Stand clean and tidy and shall ensure that no offensive smells, improper language or nuisance emanate from the Stand.
5. Where an entity is permitted to sub-license all or part of the Stand from the Exhibitor, the sub-licensee shall be bound by the same terms and conditions in connection with the Stand as apply to the Exhibitor. The Exhibitor shall be responsible for the observance and performance by the sub-licensee of all such obligations.
6. BMSHE reserves the right in any reasonable circumstances to allocate another stand or space to the Exhibitor or to reduce the size of the Stand. The Exhibitor agrees to any such reduction to the size and/or the site reallocated by BMSHE. In the case of size reduction, BMSHE will allow the Exhibitor a pro-rata reduction in the total Stand Costs.
7. The Exhibitor shall be liable for any damage caused by the Exhibitor to any part of the Venue in which the Exhibition is housed. BMSHE shall be the sole judge as to whether and to what extent any such damage has been done.
8. The Exhibitor shall at all times comply with all legislation and statutory and other regulations applicable to the Exhibition or this Contract. It is the responsibility of the Exhibitor to be aware of and to fully observe and perform all such provisions.
9. The Exhibitor must observe all Venue rules and safety directions issued either by BMSHE, Safety Officer, Warden or by the owner of the Venue. In the event that there is any conflict or inconsistency between such rules and this Contract, the terms of this Contract shall prevail.
10. The Exhibitor is liable for all acts of its employees, agents or contractors.
11. The Exhibitors display must be of a reasonable and proper standard and in keeping with the dignity, content and atmosphere of the Exhibition. BMSHE reserves the right to give directions concerning any display and to reject any display that is not to the standard required by BMSHE.
12. BMSHE reserves the right to stipulate that a particular person(s) shall not man the Stand or be involved in the promotion of the Goods and Services at the Exhibition.
13. BMSHE reserves the right to reject any product or service being or to be displayed where it judges this to be not in the best interests of the Exhibition.
14. The Exhibitor must not remove any part of the Stand or any display of the Goods and Services during the Exhibition, without BMSHE’s prior permission.
15. Microphones, sound amplification and machine demonstrations from, at or within the Stands are permitted only where the level of sound causes no annoyance to other Exhibitors or the visiting public, as determined solely by BMSHE.
16. BMSHE shall not be responsible for any loss, injury or damage suffered by any person or persons while within the area of the Stand. The Exhibitor indemnifies BMSHE against any liability for or arising out of any and all such injury, loss or damage in the event of any claim made against BMSHE regardless of the cause of any such injury, loss or damage.
17. BMSHE does not insure and accepts no liability for any loss or damage to the Stand (or any equipment, exhibits or products in the Stand), suffered by the Exhibitor caused by or arising from any cause whatsoever. The Exhibitor shall be solely responsible for taking out any insurance to cover the Exhibitor against and such loss or damage.
18. BMSHE shall solely determine when the Exhibition shall open to exhibitors and the public.
19. BMSHE reserves the right at any time to postpone or amend the stated dates of the Exhibition without any liability to the Exhibitor.
20. BMSHE shall not be liable in any way whatsoever for any liability, loss or damage (including consequential loss, loss of profit or loss of publicity) incurred by the Exhibitor.
21. If the Exhibitor :
a). fails to make payment of an Amount Due on the Due Date ; or
b). fails to fully observe the move-in and occupy schedule for the Stand prescribed by BMSHE, the Exhibitor will automatically forfeit its license to occupy and use the Stand, and any monies already paid, without releasing the Exhibitor from any liability under this Contract. Any monies so forfeited shall be liquidated damages. Following any such forfeiture, BMSHE shall be at liberty to reallocate the Stand to a third party on such terms as it reasonably thinks fit.
22. If the Exhibitor wishes to withdraw from participation in the Exhibition, the Exhibitor shall give BMSHE written notice of its intention to so withdraw. In the event that the Exhibitor provides such written notice at any time, which is 90 days or more from the opening of the Exhibition, the Exhibitor shall pay to BMSHE 50% of the Invoiced Contract Total within 14 days of such notice. If the Exhibitor gives notice to withdraw from participation in the Exhibition within 90 days from the opening day of the Exhibition, the Exhibitor shall give BMSHE written notice of its intention to withdraw and shall pay to BMSHE 100% of the Invoiced Contract Total within 14 days of such notice.
23. Upon completion of the Exhibition, the Exhibitor shall dismantle and remove all of its property from the Stand in accordance with any directions provided by BMSHE. If the Exhibitor fails to remove any applicable articles within or forming part of the Stand within the required time, BMSHE shall have the right to remove and store them at the cost of the Exhibitor.
24. BMSHE may sell any of the Exhibitors property removed by BMSHE pursuant to Clause 23 and may apply the net sale proceeds towards any amount due by the Exhibitor to BMSHE. In such case, the Exhibitor or any parties claiming through the Exhibitor shall have no claim against BMSHE, whether in trespass, conversion or otherwise.
25. BMSHE may, at its sole discretion, charge interest on overdue accounts of the Exhibitor, at the current bank overdraft rate of BMSHE’s bank.
26. BMSHE has the right to take and retain photographic/video images of the Exhibition, including of individual Stands and products. Copyright in such images shall belong to BMSHE.
27. In the event of the Exhibitor breaching any of these Conditions, BMSHE may terminate this Contract on written notice to the Exhibitor.
28. If the holding of the Exhibition (or performance of this Contract by BMSHE is prevented, post boned or abandoned by reason of any cause not within the direct control of BMSHE including [without limitation] fire, storm, lighting, national emergency, labour dispute, strike, lockout, civil disturbance, explosion, inevitable accident or any other ground force of majeure, and whether or not the same renders the Exhibition site in general or the Stand in particular wholly or partially unsuitable or unavailable for the holding of the Exhibition), BMSHE may terminate this Contract in its sole discretion by notice in writing to the Exhibitor. If such termination occurs before the opening of the Exhibition, BMSHE shall refund in full the Stand cost paid by the Exhibitor, except the $100.00 non-refundable deposit. If the termination occurs under this clause after the Exhibition has opened, BMSHE will refund to the Exhibitor the pro-rata proportion of the Invoice Contract Total from the time of termination to the publicised time of closure of the Exhibition.
29. The Exhibitor acknowledges that :
a). This Contract comprises the entire agreement between BMSHE and the Exhibitor on the subject matter of this agreement and there are no additional items agreed between them.
b). Any Variation of the terms of the Contract will be effective only if in writing and signed by both parties.
c). BMSHE may assign the benefit of this Contract without the prior written approval of the Exhibitor.
d). All amounts quoted in this Contract are GST Inclusive except where specially stated to the contrary.
e). The governing law of this Contract is the law of New Zealand, and the courts have non-exclusive jurisdiction to hear and determine matters relating to this Contract.
f). Any fees for international transaction are at the Exhibitors own cost.