1.1 To enable the EIC to provide the Services to the exhibitor for the prices and fees charged, EIC excludes certain types of loss and limits its liability to the exhibitor. The exhibitor acknowledges that this clause 1 is an important inducement for EIC to enter into this contract with the exhibitor and that EIC would not enter into this contract without these limitations and exclusions.
1.2 EIC, its employees, agents and sub-contractors, shall not be liable in any event for any economic loss, loss of profits, revenue, goodwill or anticipated saving or for indirect, special, incidental or consequential loss or damage of the exhibitors or others, whether or not EIC was aware that such loss or damage may arise.
1.3 Except as provided in these terms and conditions EIC, its employees, agents or subcontractors shall not be liable, for any claim, costs, demand or liability whatsoever and howsoever arising out of or in connection herewith or the supply of any Services hereunder.
1.4 In no event shall EIC’s aggregate liability to the exhibitor exceed the amount paid by the exhibitor to EIC for the Services.
1.5 The limitations and exclusions in this contract apply to liability under the law of contract, tort, negligence, breach of duty or under any other legal principle to the maximum extent permitted by law
1.6 EIC shall have no liability whatsoever or howsoever arising in respect of any claim of which it is not notified in writing prior to the first anniversary of this contract.
2. Indemnities and insurance
2.1 The exhibitor undertakes to indemnify EIC against all liabilities of whatsoever nature incurred by EIC towards the exhibition organiser and arising from the participation or agreement to participate in the exhibition by the exhibitor or its agents, including but not limited to any claim in respect of any accident, injury, loss or damage arising out of or in any way connected with any display of goods at this event or in any way howsoever.
2.2 Without limiting clause 2.1, the exhibitor specifically undertakes to indemnify and keep indemnified EIC against all costs, charges, expenses, claims or losses of any nature suffered by EIC as a result of (a) the exhibitor’s failure to comply with its contract with EIC ; or (b) a breach of the exhibition organisers' terms, conditions, rules and regulations arising from the participation or agreement to participate of the exhibitor in the exhibition.
2.3 The exhibitor shall ensure that it has full insurance cover against accident, injury, loss or damage of any nature including for public and product liability. The exhibitor shall also comply with any requirements of the EIC, the exhibition organiser and any applicable law in this regard.
3. Set off EIC may deduct from any sums due or which may become due to the exhibitor under this or any other contract with EIC, any sum which is due or which may become due to EIC from the exhibitor under this or any other contract.
4. Payment schedule EIC Management Fee and full payment for space and stand construction costs due with contract on or before the deadline as stated on the application form.
5. Damage Except for fair wear and tear, the exhibitor shall be liable up to the replacement value for any damage he causes to the shell scheme and stand construction and any other facilities provided by EIC.
6. Stand dressing and noise levels The exhibitor may not embellish the identity panels of its stand by using unauthorised graphics etc, and no graphics outside or above the allocated stand space are permitted; and EIC may, at its discretion, require the exhibitor to reduce the volume or turn off its audio equipment.
7. Allocation of Individual Stands Location of individual stands within the group including corner sites are allocated on a strictly first come first served basis. EIC reserves the right to move exhibitor locations should this become necessary in order to fit all size requests into the space available.
8. Freebuild or “space only” stands For “space only stands”, exhibitors must supply graphics and technical drawings for EIC approval prior to the exhibition. EIC may disapprove them without being liable for any costs.
9. Variation Charges related to the provision of space and stand construction may be adjusted by EIC in the light of actual costs and any increase shall be payable on request. Payment for any additional site services (eg group telephone, refreshments, lunches, publicity) must be made on receipt of invoice. In the event that the organiser changes the date, location or duration of the event, the exhibitor will continue to be bound to EIC unless and to the extent EIC is able to negotiate a refund of costs.
10. Failure to pay If EIC has not received payment in full of any monies due by the deadline as stated on the application form, it reserves the right to charge interest on late payments. EIC may, at any time until an overdue payment is made, terminate the contract for breach on 7 (seven) days notice in writing. EIC will make reasonable efforts to let the forfeited space and will credit any amounts received against the sum due from the exhibitor.
11. Withdrawal a) Before EIC expenditure is committed Any monies paid to the EIC for space and stand construction will be refunded if the exhibitor withdraws before EIC has committed or becomes committed to make any expenditure. b) After EIC expenditure committed If the EIC is able to reallocate the space booked for any exhibitor or to otherwise recover its costs, any monies paid for space and stand construction will be refunded to the extent they have been recovered. Otherwise the exhibitor is liable to EIC for total costs incurred on its behalf ie. Space and construction costs at the unsubsidised rate, and must repay any grants already received. The exhibitor shall, also, be liable for any additional costs incurred by the exhibition organisers and charged to EIC as a result of the failure of the exhibitor to exhibit.
12. Cancellation of the event If for any reason the event is cancelled before EIC has committed, or becomes committed to make, any expenditure, any monies collected for space and stand construction will be reimbursed. However, if cancellation of the event occurs after the EIC has committed or becomes committed to make any expenditure the exhibitor is liable to the EIC for all costs incurred on its behalf.
13. Allocation of space Every reasonable care will be taken in the allocation of space to exhibitors to avoid inclusion of pillars and other obstructions. Exhibitors acknowledge that this will not be possible in respect of every event. EIC will make every effort to provide the size of stand requested but cannot guarantee in advance the hall, position, configuration of stand or total stand size. Exhibitors are responsible for ensuring that the space and shell scheme allocated to them, are adequate for their needs.
14. Unavoidable Adjustment to Space Requirements It may become necessary for layout purposes to allocate a slightly larger or smaller area than that applied for: any increase will be restricted to the minimum essential but exhibitors will be liable for any consequent increase in space and stand construction costs. If the allocation is unsatisfactory to the exhibitor, it may withdraw, in which case clause 11 applies.
15. Travel and Freight Arrangements EIC may appoint Travel and Freight agents for the event in the interest of reducing individual exhibitor costs for freight, travel and accommodation. Exhibitors are free to make use of these services but do so at their own risk. All transactions between exhibitors and the appointed agents will be direct and EIC cannot and does not accept any liability whatsoever for any claim or dispute between exhibitors and the agents.
16. Export Control Some equipment could be subject to UK export regulations and it is the responsibility of the exhibitor to ensure that they have any necessary licences for export and for import of equipment that may be required.
17. Publicity and printing Exhibitors are advised to check the accuracy of translation in all publicity and sales material.
18. UK Export Agents Any application to exhibit by a UK export agent must be sent well in advance of the cut-off date.
19. Assignment This contract shall not be assigned or transferred in whole or in part by the exhibitor directly or indirectly without the prior written consent of EIC.
20. Termination The exhibitor acknowledges that EIC may terminate this contract if: a) exhibitor becomes insolvent b) exhibitor fails to remedy any breach of contract within a reasonable period of being requested in writing by EIC so to do c) in EIC’s reasonable opinion there is insufficient support for the exhibition EIC may also terminate this contract for its convenience, in which case it will refund in full all sums paid by the exhibitor but shall have no other liability.
21. Amendment, severability and waiver This contract and these terms and conditions or any of them cannot be varied, suspended or added to without EIC’s written consent. If this contract or these terms and conditions or any of them is judged by any competent court to be invalid or unenforceable, the remaining part or parts shall continue in full force and effect. Any neglect, forbearance or indulgence on the part of EIC relating to rights under this contract, the terms or conditions or any of them shall in no way be deemed a waiver, implied or otherwise, of such rights.
22. Force majeure EIC shall not in any event be held responsible for or liable for failure to perform its obligations hereunder if such failure results from circumstances not under EIC’s control.
23. Notices Notices will be in writing and will for all purposes be deemed to have been fully given and received when actually received and they will be sent postage prepaid properly addressed to the parties at their respective addresses first above written in this contract or at such addresses for either party as may be specified by such party for such purpose, or by fax or by telex with receipt acknowledged by answer back.
24. Governing law and jurisdiction The construction, validity and performance of this contract shall be governed by English law and the parties submit to the jurisdiction of the English Courts.