Brisbane Truck Show Exhibitor – Terms and Conditions
Heavy Vehicle Industry Australia (ABN 66 009 819 756) of 2/15 Bluestone Circuit, Seventeen Mile Rocks in the State of Queensland (HVIA)
The Exhibitor named in the Schedule (the Exhibitor)
Now the parties agree one with the other as follows
1. AUTHORITY TO ACT
The Primary Contact represents and warrants that he or she is duly authorised to execute this Agreement on behalf of the Exhibitor.
2. EXHIBITOR MANUAL
The requirements contained in the Show Exhibitor Manual (Exhibitor Manual), a copy of which is available from HVIA at www.brisbanetruckshow.com.au/exhibitor-manual/, shall form a part of this Agreement. The parties agree that the terms of the Exhibitor Manual may be amended by HVIA from time to time, provided that such amendments are minor in nature and do not materially, adversely affect the Exhibitor.
3. PAYMENT TERMS
3.1. HVIA will issue a valid Tax Invoice to the Exhibitor upon the Exhibitor entering into this Agreement , for a non-refundable deposit amount of $5000 to secure their Allocated space at the Brisbane Truck Show. Payment of the deposit is due and payable, in full, within 30 days of the Tax Invoice. Should payment in full still be outstanding at the end of the 30 days, HVIA will have the absolute right to allot the Allocated Space to another party.
3.2 HVIA will issue a valid Tax Invoice to the Exhibitor upon the Exhibitor entering into this Agreement, for the Total Exhibition Fee Payable as shown in the Schedule (the Exhibition Tax Invoice). The amount of the Exhibition Tax Invoice is due and payable, in full, within thirty (30) days of the date of the Exhibition Tax Invoice.
3.3 The Exhibition Fee shall be the amount specified as such in the Schedule. HVIA may provide a discounted rate to Exhibitors who are full financial members of HVIA at the time of this Agreement, and who have been full financial members of HVIA for a minimum period of two (2) previous consecutive years (Membership Rates).
3.4 Failure to pay the Exhibition Tax Invoice in full by the due date shown therein will entitle HVIA to terminate this Agreement by written notice, with immediate effect. In the event this Agreement is so terminated, HVIA will have the absolute right to allot the Allocated Space to another party.
3.5 No exhibitor shall be allowed to occupy the Allocated Space during the Show unless all moneys due and payable under this Agreement have been paid in full.
3.6 No Credit Card surcharges are applicable.
4. TOTAL EXHIBITION FEE PAYABLE
4.1 The Total Exhibition Fee Payable (unless otherwise stated by HVIA) does not include charges for the following, which will be invoiced separately by HVIA, where applicable:
(a) Connections for or usage of electricity, water, gas, or other consumables; and
(b) Removal of waste.
The Exhibitor acknowledges and agrees that it will be responsible for the payment to HVIA of charges incurred by or because of or in relation to the Exhibitor in relation to those matters referred to in this clause (4.1).
HVIA will issue a valid Tax Invoice to the Exhibitor upon the conclusion of the Show or such other reasonable time is determined by HVIA, for the amount of such charges. The amount of this Tax Invoice is due and payable, in full, within thirty (30) days of the date of the Tax Invoice. The Exhibitor will, without set-off or deduction, pay to HVIA the amount set out in the relevant Tax Invoice by the due date for payment.
4.2 The Total Exhibition Fee Payable (unless otherwise stated by HVIA) also does not include charges for the following, which will be undertaken by the Exhibitor at its own cost and expense:
(a) Show advertising or any other advertising medium;
(b) Loading and handling of equipment;
(d) Construction and cleaning of exhibits;
(e) Freighting of exhibitor display equipment; and
(f) Telephone or internet connection and usage.
4.3 If any amount due and owing by the Exhibitor to HVIA under this Agreement remains unpaid as at the due date for payment (the Overdue Amount) THEN for the period for which the Overdue Amount is still unpaid after the due date for payment, the Exhibitor is also required to pay HVIA interest on the Overdue Amount at the rate of 5% per annum for each day the amount is unpaid.
5. TERMINATION OF THE AGREEMENT
5.1 HVIA can end this Agreement by giving notice to the Exhibitor if:
(a) Any moneys payable by the Exhibitor to HVIA under this Agreement are not paid when due;
(b) The Exhibitor does not comply with:
(i) A requirement of this Agreement that, in the reasonable opinion of HVIA, is material;
(ii) Any relevant or applicable legal requirements; and/or
(iii) Any permit, approval, licence, consent or authority which applies to the Event Facilities or the Show;
(c) The Exhibitor does anything (directly or indirectly) or omits to do something which results, or is likely to result, in HVIA suffering loss or damage;
(d) The Exhibitor, being an individual, dies or becomes legally incapable of managing its affairs;
(e) The Exhibitor becomes subject to an Insolvency Event;
(f) HVIA reasonably considers that the use or continued use of the Event Facilities by the Exhibitor is likely to:
(i) Cause damage to the Event Facilities or the Show;
(ii) Cause damage to the property of any third party;
(iii) Cause injury to any person;
(iv) Cause material damage to the reputation or goodwill of HVIA or Brisbane Convention and Exhibition Centre (BCEC); or
(v) Breach any relevant or applicable legal requirements.
5.2 Following termination of this Agreement by HVIA in accordance with clause 5.1, HVIA may retain any and all moneys paid by the Exhibitor to HVIA under this Agreement, as liquidated damages in reimbursement of management and administration costs. The Exhibitor shall thereafter be prohibited from occupying the display space and shall immediately remove the display/stand/exhibit in the Exhibitor’s Allocated Space (Exhibit) from the Show site in accordance with HVIA directions.
5.3 HVIA may also unilaterally terminate this Agreement in the event it reasonably forms the view that it is or may be detrimental to the interests of HVIA and/or its members, for the Exhibitor to exhibit or continue to exhibit at the Show. By way of example only, HVIA may terminate this Agreement pursuant to this clause 5.3 if the Exhibitor is a commercial competitor of HVIA.
If HVIA exercises its rights pursuant to this clause (5.3) to terminate this Agreement, HVIA shall, within a reasonable time, refund to the Exhibitor the moneys paid by the Exhibitor to HVIA pursuant to this Agreement, less any costs or expenses, loss or liability which HVIA may have incurred as a consequence of the Exhibitor entering into this Agreement or HVIA exercising its rights under this clause (5.3).
5.4 HVIA may immediately terminate this Agreement by notice to the Exhibitor if any permits, approvals, licences, consents or authorities which are required for the Show are not obtained by HVIA within a reasonable time. In the event that HVIA terminates this Agreement pursuant to this clause (5.4), all moneys paid by the Exhibitor to HVIA in respect of this Agreement will be repaid in full by HVIA to the Exhibitor within thirty (30) days. HVIA will not be liable to the Exhibitor for any loss or damage, either direct or consequential, which may be suffered or incurred by the Exhibitor as a result of the termination of this Agreement pursuant to this clause (5.4).
5.5 The Exhibitor acknowledges and agrees that HVIA has incurred considerable expense in holding the Show. As such, this Agreement cannot be terminated by the Exhibitor except as provided herein.
For clarity, the Exhibitor is not able to terminate this Agreement for any other reason, including if it becomes unable or unwilling to perform its part of the Agreement, or if it no longer desires to be part of the Show for other commercial reasons.
6. INSURANCE, INDEMNITY AND RELEASE
6.1 HVIA will arrange for a policy of Public Liability insurance for the Show, through an event insurance policy (the Event Insurance Policy). The taking out by HVIA of the Event Insurance Policy will not limit the liabilities or obligations of the Exhibitor under any other provision of this Agreement.
6.2 HVIA shall be under no liability to the Exhibitor, its servants or agents, invitees or licensees howsoever caused for the loss or damage to the Exhibit or other property of the Exhibitor, its servants, agents, invitees, or licensees however caused unless such liability is caused by the negligence of HVIA. The Exhibitor is advised to take out all necessary insurances.
6.3 The Exhibitor is responsible for all damage to property arising in connection with the Exhibitor’s Exhibit and use of its Allocated Space howsoever caused, whether directly or indirectly by the Exhibitor or any Representative of the Exhibitor or any act or omission of any such person or by an Exhibit, machinery or other article or thing in its possession.
6.4 Any damage caused by the Exhibitor or its Representative to the site or elsewhere in the Show precinct, shall be made good by and at the expense of the Exhibitor.
6.5 HVIA shall not be liable for any loss, storage or mis-delivery of exhibits and no responsibility whatsoever shall lie with HVIA in relation to exhibits regardless of the circumstances giving rise to any loss or damage.
The Exhibitor indemnifies, and agrees to keep HVIA and its Representatives indemnified from and against any and all loss or damage, whether direct or indirect (including but not limited to loss of profits, damage to reputation, legal fees, costs and/or expenses) for which HVIA may be or become liable for arising out of:
(a) The participation in the Show by the Exhibitor, its Representatives or the Exhibit itself;
(b) Any breach by the Exhibitor or its Representative of the Exhibitor’s obligations under this Agreement;
(c) The Exhibitor failing to utilise its Allocated Space or any part of it;
(d) The Exhibitor failing to comply with a request or direction made or given by HVIA under this Agreement;
(e) The Exhibitor’s use of the Event Facilities during the Show (or any other period in which HVIA agrees to grant the Exhibitor (or its Representatives or Delegates) access to the Event Facilities);
(f) Claims by any person against HVIA or its Representatives in respect of personal injury or death, or loss of or damage to any property, caused by the Exhibitor’s use of the Event Facilities, including but not limited to any negligent act or omission of the Exhibitor, an Exhibitor’s Representative, employee, agent or contractor;
(g) Any infringement or alleged infringement of intellectual property rights by the Exhibitor or an Exhibitor’s Representative;
(h) The information provided for the preparation of this Agreement not being true and correct in all respects; and
(i) The Exhibitor failing to complete a contract with a third party;
unless such loss, damage or liability is caused by the negligence of HVIA or its Representatives, in which case the Exhibitor’s liability to indemnity HVIA will be reduced proportionately to the extent (if any) that the negligence of HVIA or its Representatives has caused or contributed to the loss, damage or liability.
The Exhibitor uses the Event Facilities and occupies the Allocated Space at the risk of the Exhibitor. The Exhibitor releases to the full extent permitted by law HVIA and its Representatives from any and all liability arising from:
(a) Any accident, loss, damage or injury to persons or property occurring in the Event Facilities and/or the Allocated Space whilst occupied or used by the Exhibitor under this Agreement; and/or
(b) Any loss or damage suffered by any person or persons arising out of the exercise by HVIA of any right or discretion under this Agreement.
7. WORKPLACE HEALTH & SAFETY
7.1 The Exhibitor and its Representatives must comply with and perform its obligations under the provisions of the Work Health and Safety Act 2011, its Regulations and Standards. The Exhibitor and its Representative must obey the directives of HVIA and its Workplace Health and Safety officers at all times.
7.2 The Exhibitor indemnifies HVIA from and against all liabilities which may be imposed under, or which may arise out of the enforcement of, the Work Health and Safety Act 2011 in respect of the Exhibit.
8. ADDITIONAL REQUIREMENTS OF EXHIBITOR
8.1 The Exhibitor must comply with any relevant or applicable legal requirements, industry standards and the reasonable direction of HVIA and its Representatives at all times.
8.2 HVIA may make or give to the Exhibitor any direction which, in the opinion of HVIA, is reasonable or necessary to ensure that the Exhibitor and the Exhibit complies with:
(a) This Agreement;
(b) Any relevant or applicable legal requirements;
(c) Any permit, approval, licence, consent or authority which applies to the Event Facilities or the Show;
(d) Any permit, approval, licence, consent or authority which applies to, or is required for, the Show; and
(e) Any applicable industry standards.
The Exhibitor must comply with any request or direction given to it or made by HVIA under this clause.
8.3 The Exhibitor must not knowingly do, or permit anything to be done, that would cause HVIA to suffer any loss or damage, or to beach any legal requirements or any permit, approval, licence, consent or authority held in relation to the Event Facilities or the Show.
8.4 The Exhibitor must maintain a high standard of quality and professionalism, using best industry practice.
8.5 The Exhibitor is responsible as occupier of the Allotted Space and user of the Event Facilities for:
(a) Anything done in or to the Event Facilities or the Show by the Exhibitor or its Representatives. For example, if this Agreement states that the Exhibitor must not do a particular thing, the Exhibitor must also ensure that none of its Representatives do that thing. The Exhibitor must also ensure that is Representatives are continuously and properly supervised and under the direction and control of people approved by HVIA, such approval not to be unreasonably withheld; and
(b) Anything constructed or brought into the Event Facilities or the Show for or in relation to the Exhibit.
9. FORCE MAJEURE
9.1 If the holding of the Show or the supply of any services by HVIA is prevented, postponed or abandoned by reasons of fire, flood, storm, national emergency, labour dispute, strike, lockout, war, riot, civil disturbance, explosion, epidemic, disease, inevitable accident, malicious damage, smoke, explosion, sabotage, bomb threat, breakdown of any facilities or machinery, unavailability of essential equipment, supplies or services, a Health Emergency or any cause not within the control of HVIA whether of the same sort or not, or the Event Facilities become wholly or partially unavailable for the holding of the Show, HVIA may cancel the Show or any part thereof and may, at their absolute discretion, return a part of the Exhibition Fee to the Exhibitor (after taking into account the amount of any costs, charges, or expenses actually incurred by HVIA before the event of force majeure happens and any costs, charges, or expenses incurred by HVIA as a consequence of the event of force majeure). In any such case (including if clause 9.5 applies), HVIA shall not be liable in any way whatsoever for any expenditure, liability, loss or damages, including consequential loss, which may be suffered or incurred by the Exhibitor.
9.2 HVIA reserve the right to postpone the holding of the Show on the dates presently arranged and to hold the same on other dates.
9.3 In the event of the Show being cancelled, the liability of HVIA to the Exhibitor shall be limited to the making of such refund as contemplated by clause 9.1.
9.4 HVIA does not warrant or guarantee, and specifically excludes, any liability to the Exhibitor in relation to:
(a) Any difference between the estimated and actual number of visitors to the Show;
(b) Any difference between the estimated and actual number of exhibitors or sponsors, or the identity of the exhibitors or sponsors at the Show;
(c) Timeliness or quality of services, or failure or deficiency in the provision of services, that are the responsibility BCEC and its appointed contractors;
(d) Cancellation, postponement, part time opening or relocation of the Show;
(e) Cancellation, postponement, part time opening or relocation of any conference, seminar or speaker program that is scheduled to run in conjunction with the Show, or the failure of any speaker to appear at the Show or related event;
(f) Any event or circumstances outside of HVIA’s control which impacts upon, prevents or limits the operation of the Show or the performance of HVIA’s obligations under this Agreement.
9.5 Without derogating from HVIA’s rights under clause 9.1 and notwithstanding anything else in this Agreement or any other document, statement or representation in relation to or in connection with this Agreement and/or the Show, in the event of a Health Emergency, provided the Exhibitor has made all payments then due to HVIA under this agreement or otherwise:
(a) The Exhibitor may, by written notice:
(i) Accept a 50% refund of the moneys it has paid pursuant to this Agreement, in which case, upon that refund occurring, neither party shall be held liable for the non-performance delivery of the Show or any part thereof nor be under any further obligation to make ay payment to the other (including, for the sake of clarity, for HVIA to refund any other moneys paid by the Exhibitor to it in relation to the Show ; or
(ii) Have all moneys paid under this Agreement retained by HVIA and treated as payment in full for an event equivalent or similar to the Show to be held at a future time (Postponed Show) in which event the parties’ obligations under this Agreement will be treated as if they related to the Postponed Show and not the Show provided that, if a Postponed Show does not occur within 18 months of the scheduled date of the Show, the Exhibitor will be deemed to have made the election under clause 9.5 (a) (i).
10. GENERAL PROVISIONS
10.1 This Agreement is governed by and shall be construed in accordance with the laws of Queensland and the parties irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of Queensland sitting Brisbane or such other place as nominated in writing by HVIA.
10.2 Should any provision of this Agreement prove to be prohibited or unenforceable in any jurisdiction then, in that jurisdiction it shall be ineffective to the extent only as to such prohibition or unenforceability without invalidating the remaining provisions of the Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.
10.3 The Exhibitor shall not assign its interests in this Agreement.
10.4 No act, omission or delay by a party will constitute a waiver of a right under this Agreement.
10.5 This Agreement is binding upon and shall enure to the benefit of the parties and their respective successors and permitted assigns.
10.6 This Agreement may only be varied by agreement in writing.
11. DEFINITIONS AND INTERPRETATION
11.1 Where there is more than one party named as the Exhibitor in the Schedule then a reference to the Exhibitor herein includes all the parties named as Exhibitor jointly and severally. Words importing the singular include the plural and vice versa and each gender includes any other gender.
11.2 Unless the context requires otherwise, words and expressions used in this Agreement have the following meaning:
(a) Business Day means a day that is not a Saturday, Sunday or public holiday at the address of HVIA nor 22 to 24 December, 27 to 31 December or 2 to 10 January;
(b) Consequential Loss means any special or indirect loss or damage and any loss of profits, loss of production, loss of revenue, loss of use, loss of contract, loss of goodwill, loss of opportunity or wasted overheads whatsoever, whether direct or indirect;
(c) Event Facilities means that part of the Brisbane Convention & Exhibition Centre and any associated facilities and equipment that is being utilised by HVIA for the purposes of the Show;
(d) GST means any tax imposed by or through the GST Legislation on supply (without regard to any input tax credit);
(e) GST Legislation means A New Tax System (Goods and Services Tax) Act 1999 and any related tax imposing Act;
(f) Health Emergency means a public health emergency within the meaning of section 315 of the Public Health Act 2005 (QLD) and equivalent or analogous provisions in other jurisdictions and/or any similar emergency or state of affairs declared or existing whether in Queensland or elsewhere, which adversely and significantly impacts (in the reasonable opinion of HVIA) on HVIA’s ability to conduct the Show on the proposed dates or restricts the ability or capacity of the Exhibitor to participate in the Show;
(g) Insolvency Event means in the case of a corporation, being under administration, official management or in provisional liquidation or liquidation or being subject to an application for the corporation to be wound up which is not dismissed within 10 Business Days of having been filed or the subject of anything analogous to or having similar effect under the Law of the relevant jurisdiction and in the case of an individual, it means being an insolvent under administration;
(h) Law means each Commonwealth or Queensland law or regulation;
(i) Representative in relation a person named in this Agreement, means the employees, officers, servants, agents, invitees, licensees, contractors and sub-contractors of that person and any person working under the direction or control of the first person;
(j) Schedule means the Schedule to this Agreement;
(k) Terms and Conditions means these Terms and Conditions.