1.               Definitions

In these terms and conditions

“Additional Charge”                             means             any additional charges or payments due from the Exhibitor to the Organiser (in addition to the Fee)                                                  

“Building”                                              means          the Ricoh Arena, Coventry

“Contract”                                              means          a Contract for Display Space as defined in clause 2 herein

“Display Space”                                     means          the area made available to the Exhibitor to display exhibits for the period of the Exhibition as confirmed by the Organiser in the acceptance of booking

“Due Date”                                            means          the day upon which a payment is due from the Exhibitor to the Organiser (as detailed in clause 3 and the invoice)

“Fee”                                                     means          the charge due for the Display Space to be paid by the Exhibitor to the Organiser (as detailed in clause 3), and being either the “Early Bird Charge” or the “Normal Charge” as set out in the Exhibition Manual

“Exhibitor”                                             means          any Person who enters into a Contract with the Organiser for Display Space including that Person’s staff, employees and agents

“Exhibition”                                           means          the British Blind & Shutter Show 2015 event as particularised in the Stand Booking Form and the Exhibition Manual

“Exhibition Hours”                                 means          the hours when the Exhibition is open to visitors and/or members of the public (and being the hours and days detailed in the Exhibition Manual)

“Exhibition Manual”                              means          the manual to be provided by the Organiser to the Exhibitor to assist in the planning of Display Space

“Intellectual Property”                           means          patents, rights to inventions, copyright and  related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off , rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist in any part of the world.

“Organiser”                                           means          the British Blind & Shutter Association Limited whose registered office is at PO Box 232, Stowmarket, Suffolk, IP14 9AR

“Person”                                                means          any individual, company, partnership, limited liability partnership or any other form of organisation

“Shell Scheme”                                      means          a self-contained stand containing electrical connections and lighting as detailed in the Exhibition Manual

“Stand Booking Form”                           means          a form provided by the Organiser for booking Display Space

“Writing”                                               means          in writing which includes correspondence, fax transmissions and email

2.              Booking

2.1            The Exhibitor must complete and return the Stand Booking Form to the Organiser by way of a request to book Display Space at the Exhibition.

2.2            The Exhibitor’s order shall only be deemed accepted when the Organiser issues a written acceptance of the same, at which point the Contract will come into existence.

2.3            The Exhibitor waives any right it might otherwise have to rely upon any terms endorsed upon or delivered with the Stand Booking Form that are inconsistent with these terms and conditions.

2.4            The Organiser may cancel the Contract if the Fees (or any part thereof) are not paid by the Due Dates as detailed in clause 3.1 below and in the invoice, or any Additional Charges due from the Exhibitor to the Organiser are not made within 7 days of the date of invoice.  Please see clause 9 below.

2.5            In the event of any discrepancy between the dates given in clause 3.1 below and those given in the invoice (or in the event the invoice is silent as to the date of payment), then clause 3.1 shall apply and take precedence.

3.              Payments

3.1            The Fee due and payable by the Exhibitor in respect of the Display Space shall be paid on the following dates and in line with the following apportionments;

                  (ii) Normal charge

                 Due date 30 days of date of invoice               50% of Normal charge

                 Due date 31/3/2018                                      50% of Normal charge

3.2            All amounts will be invoiced prior to first of the Due Dates including any VAT or taxes payable upon amounts invoiced.

3.3            The Exhibitor shall pay the Fees by the Due Dates. 

3.4            The Exhibitor shall pay any Additional Charges within seven days of the date of invoice for the same.

3.4            Interest on all late payments shall become due 21 days after the Due Dates (or seven days after the date of invoice in the case of Additional Charges) at the rate of 4% over the base rate of HSBC Bank plc. 

3.5            Failure by the Exhibitor to make payments by the Due Dates (or seven days after the date of invoice in the case of Additional Charges) shall constitute breach of a condition of the Contract and shall entitle the Organiser to terminate the Contract in accordance with clause 9 below.

4.              Cancellation by the Exhibitor

4.1            Any cancellation by the Exhibitor of all or part of the Display Space shall only be effective from the date when the Organiser receives notice in writing of such cancellation.  Upon cancellation, the Exhibitor shall remain liable for all amounts that would have been due at the date upon which the Organiser received notice of cancellation had the Display Space or part thereof not been cancelled.

4.2            Cancellation by the Exhibitor shall not entitle the Exhibitor to any refund of any Fee or part of the Fee paid.

5.              Display Space

5.1            The Organiser will use its reasonable endeavours to allocate Display Space within the Building as requested by the Exhibitor.  The Organiser does not guarantee the location of Display Space within the Building and shall be entitled to re-locate the Exhibitor (after consultation with the Exhibitor) provided that any such re-located Display Space shall be of the same display area size and supply of utilities as ordered by the Exhibitor.

5.2            The Exhibitor is responsible for satisfying itself that the Display Space booked fully meets its needs and requirements, the construction and design of which shall be set out materially similar to the specification in the Exhibition Manual.

5.3            If the Exhibitor wishes to use its own stand especially designed and built by the Exhibitor or by any third party it must submit plans and details of the same to the Organiser for its approval prior to the Exhibition. The Organiser will not unreasonably withhold such approval, but such approval shall be at the sole discretion of the Organiser. The Organiser recommends that the Exhibitor obtains such approval before any costs are expended by the Exhibitor in the creation of any such stand.  The Organiser does not accept any responsibility for any wasted costs or direct or indirect losses incurred by the Exhibitor in the event of permission being refused.

6.              Installation, Display and Removal of Exhibits

6.1            All exhibits in a Display Space must be on view and in charge of a competent representative of the Exhibitor at all times during Exhibition Hours.

6.2            All Exhibitor’s exhibits shall not go beyond nor outside the Display Space allocated to the Exhibitor.  Exhibitor’s exhibits shall be arranged so as not to obstruct the general view nor hide the exhibits of other parties, nor to obstruct gangways or open spaces.

6.3            Installation of exhibits must be completed by the Exhibitor and ready for inspection by 8.30 am on the first day of the Exhibition.  The Exhibitor is responsible for removal of all packing materials and all empty packing cases from the Building daily prior to 8.30 am.

6.4            The Exhibitor shall not pack or unpack during Exhibition Hours.

6.5            No exhibit may be packed, removed or dismantled from the Building during Exhibition Hours, save with the written authority of the Organiser.  Any Exhibitor found to be removing exhibits or deconstructing its stand before the published closing time on any date during which the Exhibition is open will be liable to pay an additional 25% of the Fee by way of Additional Charge.

6.6            Each Exhibitor is responsible for the removal of its property from the Building.  Goods, belongings, or stands (or part thereof) not removed by the published closing time of the Exhibition of the de-rig period stipulated in the Exhibition Manual shall be deemed abandoned and the Organiser shall be entitled to sell or dispose of the same without further notice.  Any costs incurred by the Organiser in the disposal of any part of an Exhibitor stand, or supporting material, or exhibits, shall be invoiced to the Exhibitor by way of an Additional Charge.

6.7            The Exhibitor shall not cut nor damage the floor of the Building, nor shall any structure or portion of the Building be interfered with.

6.8            The Exhibitor will not interfere with any barriers erected by the Organiser or the owner of the Building.

6.9            The Exhibitor’s stand shall not be in any way attached to the floors or structural portions of the Building or to any barriers.

6.10          The Exhibitor shall indemnify in full the Organiser for any damage caused to the Building, to any Display Space (whether of the Exhibitor or any third party), to any third party’s stand or property, or to any shell scheme caused by any means, including, but not limited to, the transportation, installation or handling of the Exhibitor’s goods.  The Organiser recommends that the Exhibitor obtain insurance against such risks.

6.11          Where caused by circumstances outside its control, the Organiser shall not be liable for any restrictions or conditions which prevent the construction, erection, completion, alteration or dismantling of stands or displays, or for the entry, siting, or removal of exhibits, or for the failure of any service provided by the Building or for the cancellation or part-time opening of the Exhibition, or for any change in the Exhibition Hours.

7.              Lighting, Installations, Connections and Plumbing

7.1            Unless using the Shell Scheme package, the Exhibitor is responsible for the hire at its own expense of all necessary electrical connections, spotlights, fluorescent tubes, and other lighting equipment in accordance with the regulations separately issued by the Organiser within the Exhibition Manual.

7.2            The Organiser (or its subcontractor) shall be the exclusive contractor in respect of any additional electrical work required by the Exhibitor to be undertaken upon the Display Stand as set out in this clause 7 and the charges for the same shall amount to an Additional Charge.

7.3            Exhibitors using Shell Schemes must hire all necessary electrical connections, including additional spotlights, fluorescent tubes and other lighting or other electrical equipment not provided as part of the Shell Scheme package from the Organiser’s approved electrical contractor exclusively and at their own expense.

7.4            If the Exhibitor contracts to obtain a pre-wired stand the Organiser’s subcontractor shall be entitled to determine whether the wiring of such stand complies with the Institute of Electrical Engineers’ Rules & Regulations.  Where any pre-wired stand falls below this standard, the Organiser reserves the right to refuse to carry out the electrical connection, and the Exhibitor shall not connect it to the electrical supply.

7.5            The Organiser (or its subcontractor) shall be the exclusive contractor in respect of any plumbing work required to be undertaken on any Display Stand (which shall be subject to availability) and will quote the Exhibitor for its requirement. The charge for the same will be an Additional Charge.

8.              General Obligations of the Exhibitor

8.1            The Exhibitor agrees and undertakes that it will;

                 i)        allow the Organiser access to the Exhibitor’s Display Space at all times without notice;

                 ii)       not canvass for orders or market its products or services except on its own Display Space in the normal course of its business;

                 iii)      immediately comply with any notice (whether written or verbal) from the Organiser to cease engaging in activities which are in the opinion of the Organiser contrary to the best interests of the Exhibition and/or which appear unethical and/or are in breach of the law and/or are in breach of any relevant regulations of the Building, the Organiser, or otherwise;

                 iv)      comply with any request or instruction from the Organiser or the owner of the Building relating to health and safety, hygiene or fire precautions;

                 v)       comply with any request from the Organiser to cease using audio visual aids which, in the Organiser’s opinion, create excessive noise so as to disturb adjacent Exhibitors or to use a booth rendered sound-proof to overcome the problem to the satisfaction of the Organiser;

                 vi)      not allow alcoholic drinks, non-alcoholic drinks, or food  to be distributed, consumed, sampled or given out without the prior written consent of the Organiser except in the course of demonstrating equipment connected to the provision of food and / or drink and provided the same shall not constitute a meal;

                 vii)     comply with the Foods Safety Hygiene Regulations at all times;

                 viii)    obtain all licences, consents and other approvals which may be necessary for all activities undertaken by the Exhibitor either at the Exhibition and/or on the Display Space (including, without limitation, use of third party intellectual property and licences from the Performing Rights Society and Phonographic Performance Limited if providing music);

                 ix)      comply with all relevant laws, acts, regulations or bylaws of any government or statutory body or local authority;

                 x)       not display, promote, sell, exhibit or otherwise make reference to any products or services which infringe, or may be likely to infringe, or it is alleged infringe, the Intellectual Property rights of any other Exhibitor or any third party except without the express written permission of the third party to do so).

8.2            In the event of any breach of the obligations under 8.1 (i) to 8.1 (x) above, the Organiser shall be entitled to terminate the Contract for any Display Space in accordance with clause 9 below and to expel the Exhibitor and remove its property from the Exhibition with immediate effect.

8.3            The Exhibitor indemnifies the Organiser in respect of any losses, costs or damages incurred as a result of any breach of its obligations herein.

9.              Termination upon Default

9.1            The Organiser may terminate any contract immediately, without or without notice,  in the event;

                 i)        that any Fee or part thereof is not paid by the Due Dates;

                 ii)       that any Additional Charge is not paid in full within seven days of the date of invoice;

                 iii)      of a material breach of any of these terms and conditions;

                 iv)      that the Exhibitor is declared bankrupt or goes into liquidation (or threatens to do the same), makes a composition with its creditors or has a receiver appointed over its assets.

9.2            In the event of termination of any of the circumstances given in paragraph 9.1 above, the Exhibitor shall remain liable for all amounts which were due to the Organiser at the date upon which the Organiser gave notice to terminate the Contract.

10.            Change of Date, Location or Curtailment

10.1          If the Organiser decides that it is necessary to change the Exhibition Hours, curtail the Exhibition, relocate or change the date or timings of the Exhibition owing to the Building becoming (in the sole determination of the Organiser) unfit or  unavailable for the Exhibition due to causes over which the Organiser has no control, then the Organiser may so curtail, relocate or change the date of the Exhibition Hours upon reasonable notice to the Exhibitor without being liable to the Exhibitor or any third party for any losses, refunds, damages, or expenses, whether direct or indirect.

10.2          The Exhibitor is advised to insure against losses and wasted expenditure in the event of the Exhibition being curtailed, relocated or changed to different dates.

11.            Cancellation of Exhibition

11.1          Whilst every effort will be made to promote the Exhibition, in the event that the Organiser decides, for commercial reasons (which shall include, but not be limited to, lack of interest in the Exhibition so as to make the Exhibition cause the Organiser any financial loss), to cancel the Exhibition, the Organiser shall be entitled to retain or receive on account of working expense 25% of the total sum payable for the Display Space by the Exhibitor.  The Organiser will refund the remaining balance paid as soon as possible after the date that cancellation is notified.  

11.2          The Organiser shall not be liable for any other claims for wasted costs, expenses, damages, other direct or indirect losses or consequential losses incurred in connection with the cancellation. The Exhibitor shall insure against losses and wasted expenditure in the event of the Exhibition being cancelled.

12.            Limitation of Liability

12.1          Nothing in these terms and conditions shall limit or restrict the Organiser’s liability for death or personal injury.

12.2          The Organiser shall under no circumstances whatsoever be liable to the Exhibitor, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract (even if reasonably foreseeable and the Exhibitor has advised the Organiser of the possibility of incurring such loss).

12.3          Without prejudice to clause 12.2, the Organiser’s total liability in respect of all losses arising under or in connection with the Contract shall be limited to a maximum of £1 million and in respect of all elements of default occurring in one calendar year shall be limited to a maximum total aggregate of £1million.

13.            Indemnity and Insurance

13.1          The Exhibitor shall indemnify and keep indemnified the Organiser against all losses, damages, costs, charges and expenses incurred in connection with any loss suffered by the Organiser arising from the default or negligence of the Exhibitor or as a result of any breach of these terms and conditions by the Exhibitor.

13.2          The Exhibitor shall be responsible to protect and insure against loss or damage to exhibits, display material, the Exhibitor’s stand, the Building, fixtures and fittings (whether of any other Exhibitor, the Organiser, or the owner of the Building).  This is entirely a matter for the Exhibitor to arrange for insurance relevant to their specific activities and requirements.  Full details of a recommended exhibitor insurance supplier are included in the Exhibition Manual.

14.            General

14.1          The Exhibitor shall not assign, sublet, or otherwise transfer any of its rights or obligations in relation to its Display Space and/or in relation to the Contract without the written consent of the Organiser.

14.2          If the parties cannot resolve any dispute by negotiation then the parties will refer the dispute to mediation in accordance with the Centre for Dispute Resolution Procedures.

14.3          A person who is not a party to this Contract shall have no rights under the provisions of the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.  This condition does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

14.4          The rights and remedies provided by this Contract may be waived only in writing.  Any failure to exercise or any delay in exercising a right or remedy by either party shall not constitute a waiver of that right or remedy or of any other rights or remedies.

14.5          The rights and remedies provided by the Contract are cumulative and (unless otherwise provided in the Contract) are not exclusive of any rights or remedies provided at law or in equity.

14.6          These terms and conditions, together with the documents referred to in it, constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in it and supersedes any previous agreement between the parties relating to such matters.  The same shall apply to the exclusion of any other terms or conditions attached to the Stand Booking Form or any other purchase order of the Exhibitor.

14.7          The Organiser shall not be liable to an Exhibitor nor be deemed to be in breach of Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Contract, or for any damage caused by any event or circumstance beyond its reasonable control including, without limitation, third party default, strikes, lock-out and other industrial disputes, breakdowns of systems or network access, flood, fire, explosion, accident, breakdown of manufacturing or other equipment or unavailability of raw materials.

14.8          The Contract shall be governed by English law and the parties agree to submit to the exclusive jurisdiction of the English Courts.