EXHIBITOR APPLICATION TERMS & CONDITIONS
All Exhibitors and their representatives participating in the Exhibition identified on the front
page of this Exhibition Agreement agree to be bound by and are required to comply with the
terms and conditions stated in this Agreement, as well as the Exhibition Rules and Regulations,
Guidelines and the Exhibitor Services Manual, Marketing ToolKit (hereinafter collectively
referred to as the “Exhibition Rules and Regulations”), which are integral to and fully
incorporated by reference into this Agreement. In consideration of the promises and the mutual
covenants contained in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged,
Exhibitor agrees as follows:
1. Defined Terms: “Exhibition” means the specific exhibition identified on the front page of this
Agreement. “Exhibition Facilities” means all venues or facilities in which or where the Exhibition is
conducted. “Exhibition Dates” mean the dates over which the Exhibition is conducted including buildup, Exhibition days and break-down days at the “Exhibition Facilities”. “Exhibition Management” means
OFF THE CUFF EVENTS & EXHIBITIONS a division of OFF THE CUFF GROUP HOLDINGS (PTY) LTD, a South
African company, and its officers, directors, members, agents, affiliates, representatives, employees,
service contractors, successors and assigns, unless the context requires otherwise. “Venue
Management” means the owner or manager of the Exhibition Facilities in which the Exhibition is
conducted, and its employees and agents. “Exhibitor” means the applicant identified on the front
hereof. Exhibit Space (“Exhibit Space” or “Booth Space”) means the space applied for herein. “Exhibit
Space Fee” means the required Exhibit Space fee, including all deposits and other fees to be paid to
Exhibition Management as set forth on the front of this Agreement. Exhibition Management and
Exhibitor is collectively referred to in this Agreement as the “Parties” and “Party” in the singular.
2. Exhibition Rules and Regulations: Exhibition Management will have the right, in its sole and absolute
discretion, to establish and/or modify the Exhibition Rules and Regulations and the use of Exhibit Space
covered by this ‘Agreement, as deemed appropriate by Exhibition Management. Exhibition Rules and
Regulations shall be made available to each Exhibitor prior to the Exhibition. Please read the Exhibition
Rules and Regulations posted online at www.eidfest.co.za Exhibition Management will endeavour to
provide Exhibitor with changes or modifications to the Exhibition Rules and Regulations, however,
failure to provide or non-receipt of such changes will not invalidate or nullify such changes or
modifications.
3. Effective Date of Agreement: Upon Exhibitor’s execution of this Agreement, this Agreement
becomes a binding contract between Exhibition Management and Exhibitor (the “Effective Date”),
subject to each party’s respective rights set forth in this Agreement. A non-refundable payment in
accordance with the Exhibit Space payment schedule is required upon Exhibitor’s return of this
Agreement to Exhibition Management. As of the Effective Date Exhibitor agrees to (i) Use the Exhibit
Space assigned by Exhibition Management in accordance with the Terms and Conditions and the
Exhibition Rules and Regulations; and (ii) Pay the required Exhibit Space Fee by the deadline dates
established herein. No Exhibitor shall be permitted to exhibit nor participate in the Exhibition or gain
access to the Exhibition Facilities unless and until Exhibitor has paid the full Exhibit Space Fee.
4. Qualified Exhibitor: Eligibility is generally limited to companies, firms or entities actively and
legitimately engaged in the business of manufacturing, distributing or selling at wholesale/retail,
merchandise, materials, services or supplies related to the Exhibition.
5. Products & Services Displayed: Exhibitor may display or exhibit only products and services listed on
the online application form, which has the terms & conditions, and/or deemed by Exhibition
Management, in its sole discretion, to be relevant to industry/s or field/s, which are the primary focus
of the Exhibition. Exhibition Management, in its sole and absolute discretion, will determine whether a
prospective Exhibitor is eligible to participate in the Exhibition, the suitability of any merchandise or
service for exhibit or display, the amount of Exhibit Space provided an Exhibitor, and Exhibit Space
assignment and placement. Exhibition Management reserves the right of final approval as to which
publications Exhibitor is allowed to display within its Exhibit Space. The design of Exhibit Booths will be
controlled and approved by Exhibition Management exclusively, in its sole discretion.
6. Exhibit Space Refusal or Modification by Exhibition Management: The execution of this Agreement,
the timely payment of the Exhibit Space Fee, or Exhibition Management’s deposit of Exhibitor’s Exhibit
Space Fee payments does not guarantee that Exhibitor will be (i) Be permitted to exhibit at the
Exhibition: (ii) Assigned to a particular section or location within the Exhibition Facilities; or (iii) Provided
with the actual amount of Exhibit Space requested. Notwithstanding anything herein to the contrary,
Exhibition Management, in its sole and absolute discretion, retains the right to refuse to provide or
assign, to modify or to cancel Exhibitor’s Exhibit Space assignment, and/or terminate this Agreement,
without cause, for any or no reason whatsoever, at any time, without liability or further obligation to
Exhibitor. Exhibition Management shall not be held responsible or liable for any costs, expenses,
damages or any other sums whatsoever incurred by Exhibitor or any other party as a result of any
Exhibit Space rejection, cancellation, modification or change in Exhibit Space assignment. If Exhibitor’s
Exhibit Space application is rejected or cancelled by Exhibition Management prior to the Exhibition, the
Exhibit Space Fees paid by Exhibitor will be refunded, except if the rejection or cancellation is due to
Exhibitor’s breach of this Agreement or as otherwise stated herein.
7. Compliance Requirements: Exhibitor agrees to abide by, adhere to and be bound by all applicable
state and local laws, codes, ordinances, rules and regulations, including without limitation fire, utility
and building codes and regulations, and any rules or regulations of the Exhibition Facilities.
8. Exhibition Related Commercial Messages: To the extent Exhibitor provides any information to
Exhibition Management, including contact information and other personally identifiable information,
Exhibitor hereby grants to Exhibition Management the right to use or release such information for all
lawful Exhibition Management and Exhibition related business purposes.
9. Meetings and Bulletins: The exhibitor shall attend all exhibition meetings convened by the
Exhibition Management. If the exhibitor fails to attend any such meetings or fails to comply with any
directives issued by the organiser at such meetings, the organiser shall not be liable to the exhibitor
for any loss or prejudice suffered by that exhibitor as a result thereof.
10. Restrictions on Assignment and Subleasing Exhibit Space: Exhibitor cannot sell, assign, transfer, or
convey this Agreement, or assign, share, sublet it’s Exhibit Space, or any part thereof, without the prior
discretion. This Agreement, the Terms and Conditions and the Exhibition Rules and Regulations will be
binding upon and inure to the benefit of the Exhibition Management’s approved successors, assigns,
and personal representatives of Exhibitor. Any attempted sale, sharing, subletting, assignment,
transfer, conveyance of this Agreement or any portion of the Exhibit Space in violation of this Section
shall constitute a breach of this Agreement and such action will be voidable at the option of Exhibition
Management.
11. Withdrawal or Reduction in Exhibit Space: Exhibitor acknowledges and agrees that (a) Each of
the following shall constitute a material breach by Exhibitor of its obligations under this Agreement:(i)
Any cancellation or termination of this Agreement by Exhibitor; (ii) Exhibitor’s withdrawal from the
Exhibition or Exhibitor’s failure to participate in the Exhibition in the manner described herein; or (iii)
any reduction by Exhibitor of its Exhibit Space; and (b) Exhibition Management will suffer damages
based upon and arising from such breaches. Exhibitor further acknowledges that the damages
suffered by Exhibition Management from the breaches described in the preceding sentence will be
substantial and that the parties may not be capable of determining the extent of such damages with
mathematical precision. Therefore, the following provisions for liquidated and agreed upon damages
have been incorporated into this Agreement and agreed upon by the parties as a valid and reasonable
pre-estimate of such damages and not as a penalty. If Exhibitor breaches this Agreement by
cancellation or termination of this Agreement, withdrawing from the Exhibition or by notifying
Exhibition Management that it is reducing the number or size of its Exhibit Space/s as set forth on the
front side of this Agreement for any reason or no reason, Exhibitor shall be charged an automatic
processing fee of R1000.00 per m² of the Exhibit Space cancelled, terminated, withdrawn or reduced
(the “Processing Fee”). Notices advising Exhibition Management that Exhibitor is cancelling or
terminating this Agreement, withdrawing from the Exhibition or that Exhibitor is reducing its Exhibit
Space must be made in writing and shall be deemed delivered to Exhibition Management on the date
such notice is actually received by Exhibition Management.
In the event Exhibition Management is notified that Exhibitor is cancelling or terminating this
Agreement, withdrawing from the Exhibition or reducing its Exhibit Space 6 months prior to the
Exhibition’s first move-in date, then notwithstanding the Exhibitor’s breach of this Agreement,
Exhibitor shall receive a refund of, as applicable, all or part of the Exhibit Space deposit or other fees
paid (less the applicable Processing Fee). In the event Exhibition Management is notified that Exhibitor
is cancelling or terminating this Agreement, withdrawing from the Exhibition or reducing its Exhibit
Space less than 4 months prior to the first move-in date, Exhibitor agrees that (i) Exhibitor shall forfeit
its entire Exhibit Space Fee deposit payment and will remain obligated to pay Exhibition Management
all amounts due for the Exhibit Space and booth packages originally ordered by Exhibitor, as on the
front side of this Agreement; and (ii) Exhibition Management shall retain all such amounts as
liquidated damages arising from Exhibitor’s breach of this Agreement. All amounts payable to
Exhibition Management based upon or arising from Exhibitor’s cancellation or termination if this
Agreement, withdrawal or reduction of its Exhibit Space are payable to Exhibition Management
simultaneously with notifications provided by Exhibitor contemplated by this Section upon notice of
Exhibitor’s cancellation or termination of this agreement, its withdrawal from the Exhibition or
reduction in Exhibit Space, Exhibitor shall lose all rights to assigned Exhibit Space, and Exhibition
Management, in its sole discretion, may reassign the Exhibit Space to another party. All cancellation,
termination, withdrawals or reductions in Exhibit Space notifications must be provided to Exhibition
Management in writing, by overnight courier or by certified mail, return receipt requested. Notices
communicated to Exhibition Management in electronic form will not be considered to be written. The
date of cancellation, termination, withdrawal or reduction in Exhibit Space, as applicable, shall be the
date on which the notice is actually received by Exhibition Management. Liquidated damages paid
cannot be applied toward Exhibit Space at other Exhibitions or advertisements. Exhibition
Management assumes no responsibility for having included the name of the withdrawn Exhibitor or
description of its products in Exhibition directories, brochures, news releases or other material
relating to the Exhibition.
Any termination, cancellation or failure of Exhibitor to actually occupy the Exhibit Space assigned to
Exhibitor constitutes a material breach by Exhibitor of this Agreement and may, in Exhibition
Management’s sole discretion, result in partial or complete forfeiture of Exhibitor’s rights under any
applicable discounts, sponsorship agreements or opportunities associated with the Exhibition,
including, but not limited to the right to present speakers at, or participate in, any conference
component of the Exhibition. If a reduction in Exhibit Space is requested by Exhibitor and consented
to by Exhibition Management, Exhibitor’s Exhibit Space location on the Exhibition floor may be
reassigned by Exhibition Management in its sole discretion. Any applicable refunds will be processed
within 90 days after the close of the Exhibition, and no interest will be paid on any amounts received
by Exhibition Management. Exhibitor agrees to pay a penalty fee at a rate of 1.5% per month (18%
per annum), on all past due balances due to Exhibition Management. Exhibitor agrees to pay any
collection costs, including but not limited to court costs, collection fees, and attorneys’ fees. If the
party signing this 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 this agreement. Should the Exhibitor be a Company,
Close Corporation, Trust, Association or Partnership, then the signatory hereto agrees to bind him/
herself as surety for and co-principal debtor with the Exhibitor for all amounts owing by the principal
debtor in terms of this Agreement to the Organiser. The Signatory hereto, further hereby renounces
the benefits and defenses of exclusion and division.
12. Scheduling or Location Changes: Exhibitor acknowledges and agrees that Exhibition Management
reserves the right to change, increase or decrease Exhibition hours, number of days, Exhibition dates,
Exhibition location or Exhibition name. Notwithstanding anything to the contrary in this Agreement,
Exhibitor acknowledges and agrees that if Exhibition Management elects to re-name, change, increase
or decrease Exhibition hours, days, Exhibition dates or Exhibition location, Exhibitor shall not be entitled
to and expressly disclaims any right or claim to the return of any portion of any Exhibition Space Fees
or deposits paid or payable by Exhibitor to Exhibition Management. Additionally, if Exhibition
Management re-locates the Exhibition to a different city than originally scheduled over dates which are
not more than 120 days earlier or 180 days later than the original Exhibition dates, no refund will be
due to Exhibitor, but Exhibition Management shall assign to Exhibitor, in lieu of the original Exhibit
Space, such other Exhibit Space as Exhibition Management deems appropriate and Exhibitor agrees to
use such space under the terms of this Agreement. However, if Exhibition Management elects to
terminate the Exhibition other than for a reason previously described in this Section, Exhibition
Management shall refund to Exhibitor the Exhibit Space fees previously paid, in full satisfaction of all
liabilities and obligations of Exhibition Management to Exhibitor and Exhibitor waives all claims it might
have against Exhibition Management for damages or expenses and discharges all claims against
Exhibition Management in exchange for such refund.
13. Condition of Exhibition Facilities: Exhibition Management makes no representations or warranties,
express or implied, to Exhibitor regarding the condition of the Exhibition Facilities or the utilities
provided by the Exhibition Facilities, or the success of Exhibitor’s efforts for which the exhibit space will
be used or to the number of Exhibition attendees or the demographic nature of such attendees.
14. Breach: If Exhibitor fails to make any payments on time as stated herein or breaches or defaults in
any of its obligations under this Agreement, Exhibitor shall be deemed in material breach of this
Agreement. Except as set forth in Section 11, in the event of breach by Exhibitor of its obligations under
this Agreement, Exhibition Management will have the right to immediately terminate this Agreement,
retain Exhibitor’s Exhibit Space deposit and all other monies paid to Exhibition Management prior to
the breach, and withhold from Exhibitor possession and occupancy of the Exhibit Space or direct
Exhibitor to vacate the Exhibition Facilities, as applicable, and Exhibitor expressly agrees to (i) Waive it
rights to receive any early bird payment discounts, and (ii) Pay Exhibition Management the full Exhibit
Space Fee set forth on the front of this Agreement, together with all costs of collection incurred by
Exhibition Management including but not limited to all reasonable attorneys’ fees, court costs and
interest. Exhibition Management’s rights under this Section are non-exclusive remedies and Exhibition
Management expressly reserves any and all of its rights and remedies under applicable law.
Additionally, Exhibition Management shall have the right, but not the obligation, to allocate the subject
Exhibit Space to another party prior to the Exhibition without any refund, rebate or allowance
whatsoever to Exhibitor and without in any way releasing Exhibitor from any liability hereunder.
Exhibition Management is expressly authorised (but has no obligation) to occupy or dispose of any
Exhibit Space vacated or made available by reason of any action taken under this Section in such
manner as it may deem best, and without releasing the Exhibitor from any liability hereunder.
Exhibitor’s right to obtain and use complimentary exhibitor personnel badges shall immediately be
revoked and forfeited in the event Exhibitor breaches this Agreement by cancelling or terminating this
Agreement or withdrawing or failing to participate in the Exhibition. A breach by Exhibitor of its
obligation under this Agreement (including breaches described in Section 10 above) shall jeopardise
Exhibitor’s ability to exhibit at future Exhibition Management Exhibitions.
15. Right to Off-set: Exhibitor expressly acknowledges that Exhibition Management reserves the right
to apply any Exhibit Space Fee and deposit amounts paid pursuant to this Agreement (i) To remedy any
breach by Exhibitor under this Agreement; (ii) To remedy any breach of Exhibitor or its affiliates under
any other agreement(s) between Exhibitors or its affiliates and Exhibition Management or its affiliates;
(iII) for payment of bank fees (a minimum fee of R250 per transacted payment) relating to cash
payments directly deposited into bank (v) to pay any onsite violations fees Exhibitor incurs. Exhibitor
agrees to pay to Exhibition Management the amount offset against a past due amount within 10 days
of the date of Exhibition Management’s notice or, if the deadline for the applicable payment is more
than 10 days from the date of the notice, by the applicable deadline. If Exhibitor fails to pay the offset
amount within the required period, Exhibitor shall be considered to be in default of its payment
obligations under this Agreement and Exhibition Management shall have the right to terminate or
change Exhibitor’s Exhibit Space and exercise its other rights under this Agreement.
16. Force Majeure: If the Exhibition is terminated for any reason beyond the reasonable control of
Exhibition Management, including without limitation acts of God, war, mob, riot or civil commotion,
strikes, labour disputes, accidents, governmental laws, ordinances, regulations, requisitions or
restrictions, unavailability of facilities, lack of utilities, commodities or supplies, inability to secure
sufficient labour, civil disturbance, terrorism or threats of terrorism, disruption to transportation,
disaster, fire, earthquakes, severe weather, epidemic or pandemic, or any other comparable calamity
or casualty, Exhibition Management may terminate this Agreement without liability, and Exhibition
Management may retain the earned portion of the Exhibit Space Fee required to recompense it for
expenses and commitments incurred up to the time of terminating the Exhibition. Any remaining
unearned Exhibit Space Fee will be refunded to Exhibitor. If any part of an Exhibition Facility is damaged
or if circumstances beyond Exhibition Management’s reasonable control make it impossible,
impractical or inadvisable for Exhibition Management to permit Exhibitor to occupy or continue to
occupy its assigned Exhibit Space location during any part of or the entire Exhibition, Exhibition
Management will retain the right to relocate Exhibitor. If, Exhibition Management, in its sole discretion,
determines that relocation is not feasible, Exhibitor will be charged a pro rata Exhibit Space Fee for the
period that the Exhibit Space was or could have been occupied by Exhibitor, and Exhibition
Management will refund the remaining portion of the Exhibit Space Fee paid, minus a share of costs,
expenses and commitments required to recompense Exhibition Management up to the time of
termination, in full satisfaction of all liabilities to Exhibitor, and Exhibitor agrees to waive all claims it
might have against Exhibition Management for damages or expenses discharge of all claims against
Exhibition Management in exchange for such refund.
17. Indemnification: To the maximum extent permitted by law Exhibitor agrees to protect, indemnify,
defend (with legal counsel satisfactory to Exhibition Management), and hold harmless, Exhibition
Management, the Exhibition Facilities, and City where the Exhibition is held and their respective
owners, directors, officers, members, employees, affiliates, service contractors, agents and
representatives, as applicable, from any and all claims, actions, demands, damages, liability, or
expenses of any kind or nature, including without limitation judgments, interest, reasonable attorneys’
fees and all other costs and charges in connection with or arising out of (i) Exhibitor’s use of any the
Exhibition Facilities or Exhibition services, (ii) Exhibitor’s noncompliance with or breach of this
Agreement or any statutory, regulatory or common law obligation, (iii) Exhibitor’s failure or alleged
failure to obtain or submit any necessary licenses, applications or certifications that would be required
by the South African Health Authorities that is deemed necessary to trade in respect of Food or related
products. Exhibitors failure or allege failure to submit all necessary licenses, applications or certificates
21 days prior to event to local or Governing Health Committee regulatory or requirements with respect
to Food or related consumable products. To stage, produce and/or perform any copyright musical or
other works in connection with Exhibitor’s activities at the Exhibition; (iv) Exhibitor’s direct or indirect
infringement of any copyright, trademark or other intellectual, proprietary, publicity or privacy rights
of any third party in connection with Exhibitor’s activities at the Exhibition or any public relations,
promotional or other material furnished by or on behalf of Exhibitor; and (iv) any claims of property
damage or personal injury including death, caused by or attributed in part or in whole to any action or
failure to act whether by negligence or otherwise on the part of Exhibitor or its products or any of its
directors, officers, employees, agents, representatives, guests or invitees, except to the extent due to
the sole negligence or willful misconduct of Exhibition Management or its owners, directors, officers,
employees, representatives and agents.
18. Insurance: Exhibitor has full responsibility for its product, equipment, displays and Exhibit Space
personnel. As a condition for Exhibitor’s right to exhibit at the Exhibition, Exhibitor, at its own expense,
agrees to maintain adequate insurance to fully protect and indemnify Exhibition Management and its
affiliates, co-sponsors, service contractors and the Exhibition Facilities from any and all claims, arising
from Exhibitor’s presence or activities at the Exhibition.
19. Limitation Of Liability: Exhibitor expressly assumes all responsibility, liability and risk associated
with, resulting from or arising in connection with Exhibitor’s participation or presence at the
Exhibition, including without limitation, all risks of theft, harm, loss, damage or injury to or of any
person (including death), its own property or the property of others, business or profits of Exhibitor,
torturous activity of any kind (including libel, slander or injuries caused by sound levels in or around
exhibitor’s exhibit) whether caused by negligence, intentional act, accident, acts of god or otherwise
prior to, during or subsequent to the period covered by this agreement. In no event will Exhibition
Management, Exhibition Management’s Service Contractors, the Exhibition facilities or the City where
the Exhibition facilities are located or their respective owners, directors, officers, employees, agents
and representatives be liable for any consequential, indirect, special, punitive or incidental damages of
any nature or for any reason whatsoever whether or not apprised of the possibility of any such lost
profits or damages. Exhibition Management makes no representations or warranties, express or
implied, regarding the number of persons who will attend the exhibition or regarding any other matters.
Exhibitor expressly acknowledges and agrees that to the maximum extent provided under applicable
law Exhibition Management’s maximum liability to the exhibitor in any way related to, in conjunction
with or arising from this agreement, the use, refusal, rejection of exhibit space, or judicial determination
of Exhibition Management’s wrongful cancellation of exhibit space will be limited solely to the return
of all or a pro-rated portion of any Exhibit Space Fee payment previously paid to Exhibition
Management by Exhibitor.
20. Intellectual Property, Music Licensing and Use of Copyrighted Works: By executing this
Agreement, Exhibitor represents and warrants to Exhibition Management that Exhibitor owns or
validly possessesthe right to make, use, perform, sell and display any patented products, copyrighted
works, trademarks, service marks and trade names (collectively, “Intellectual Property”), as the case
may be, used by Exhibitor at or to promote its activities at the Exhibition and all affiliated events. To
the extent necessary to fulfill Exhibition Management’s express obligations hereunder, including
without limitation, to advertise, promote and market the Exhibition, Directories or any other website
owned by OFF THE CUFF GROUP HOLDINGS (PTY) LTD or to use in connection therewith, Exhibitor
hereby grants Exhibition Management a non-exclusive, royalty-free, revocable, non-transferable
worldwide license (without the right to sublicense) to use Exhibitor’s trademarks, service marks,
logos, trade names, copyrighted content, hypertext links, domain names, icons, buttons, banners,
graphic files and images. Exhibitor will be responsible for securing any and all necessary licenses or
consents for (a) any performances, displays or other uses of copyrighted works, trademarks or
patented inventions or designs and (b) any use of any name, likeness, signature, voice or other
impression, or other intellectual property owned by others at the Exhibition.
21. Photographs and Recording: From time to time, photographs, motion pictures and/or video
recordings (collectively the “Recordings”) may be made in the Exhibition Facilities, which Recordings
may include images of Exhibitor, its employees, agents, representatives, spokespeople and related
merchandise and displays. Exhibitors may not hinder, obstruct or interfere in any way with such
Recordings whether by Exhibition Management, its agents, attendees or other exhibitors. By signing
the Exhibit Space Agreement, Exhibitor, on its own behalf and on behalf of its principals, employees,
officers, directors, agents, representatives, and spokes people, hereby licenses and authorises
Exhibition Management to use the names trademarks, trade names and logos and likenesses of
Exhibitor and of any of Exhibitor’s principals, employees, officers, directors, agents, representatives,
and spokes people participating in the Exhibition or any associated events and depicted in any of the
Recordings for commercial purposes, including, without limitation, to advertise, promote and market
the Exhibition.
22. Exhibition Management Decisions: Any and all matters, compliance issues or questions not
specifically covered or addressed in this Agreement, the Rules & Regulations will be subject solely to
the decision and determination of Exhibition Management. Exhibitor agrees that Exhibition
Management will have full power in any matter of interpretation, amendment and enforcement of
all Terms and Conditions and Exhibition Rules and Regulations, Sponsorship Materials and in the
Venue Management contract, to which Exhibition Management is or will be a party as it deems
necessary for the general success of the Exhibition, and in all instances Exhibition Management’s
rulings will be final.
23. Governing Law: This Agreement and these terms and conditions shall be construed as a whole in
accordance with their fair meaning and the laws of the Republic of South Africa. The Exhibitor and
Exhibition Management agree that any and all disputes in any way relating to, or arising out of this
Agreement or the assignment, use, denial, change, or cancellation of Exhibit Space, shall be governed
by the law of the Republic of South Africa, and such will take place in the court of law in Pretoria,
South Africa. For the purpose of delivery of all notices and / or processes arising from or in connection
with this agreement, the Exhibitor chooses as its domicilium citandi et executandi the address stated
in this agreement.
24. Miscellaneous: This Agreement shall not constitute nor be considered to create a partnership,
employer/employee relationship, joint venture or agency between Exhibition Management and
Exhibitor. The headings to the various sections of this Agreement are inserted only for convenience
of reference and are not intended nor will they be construed to modify, define, limit or expand
the intent of the parties as expressed in this Agreement. If any portion of this Agreement becomes
or is declared by a court of competent jurisdiction to be illegal, unenforceable, void or invalid, then
that portion will be considered severed from this Agreement and all remaining portions will remain
in full force and effect as long as the essential terms of this Agreement remain valid, legal and binding.
No waiver of any breach, failure, right, or remedy will be considered as a waiver of any other breach,
failure, right, or remedy, whether or not similar, nor will any waiver constitute a continuing waiver
unless made in writing and signed by Exhibition Management. Termination of this Agreement will
not affect or modify those obligations of the Parties under this Agreement that by their terms are to
survive the termination of this Agreement. Upon Exhibitor’s execution of the Agreement Exhibitor
acknowledges that it has read and understands the Terms and Conditions and the Exhibition Rules
and Regulations, and expressly agrees to accept the same extent as if set forth in full in the
Agreement.
25. Entire Agreement: This Agreement, the Exhibition Rules and Regulations and any amendments
and schedules referred to herein constitute the complete and exclusive statement of the terms of
the agreement between Exhibition Management and Exhibitor pertaining to the Exhibition and
supersede any and all prior oral or written understandings, quotations, communications and
agreements. No person is authorised to make any changes, amendments or modifications to this
Agreement without the written consent of a duly authorised representative of Exhibition
Management.