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• 1. DEFINITIONS
In the context of this document, the following terms and defined meaning shall apply.
o 1.1 “MATHESIS CONSULTING” means Mathesis Consulting.
o 1.2 “EXHIBITION CENTRE” means the Shehu Musa Yar' Adua Centre and Exhibition Centre, Abuja Nigeria.
o 1.3 “NAEE 2011” means NAEE 2011.
o 1.4 “EXHIBITOR “ means each Exhibitor who has contracted with MATHESIS CONSULTINGs Creative (Pty) Ltd to exhibit its product at NAEE 2011.
o 1.5 “PRODUCT” means the declared merchandise, expertise and/or product range of the EXHIBITOR which it contracts to exhibit and/or promote at NAEE 2011 from its FACILITY.
o 1.6 “FACILITY” means the exhibition space allocated within NAEE 2011 by Mathesis Consulting Creative (Pty) Ltd to and for the exclusive use by the EXHIBITOR in terms of the contract.
o 1.7 “CONTRACT” means the agreement concluded between MATHESIS CONSULTING and the EXHIBITOR in terms of which the FACILITY is hired for NAEE 2011 which is governed inter alia by the General Rules and Regulations for Exhibitors (the “RULES”), which RULES are obtainable on request of the EXHIBITOR and which will be sent to the EXHIBITOR with the CONTRACT and Tax Invoice.
o 1.8 Any reference in this Agreement to one of the three genders, or to either singular or plural number, shall in the appropriate context be deemed to refer to any other gender or number, as the context may require.
• 2. BASIC CONTRACT
o 2.1 The inclusion of the RULES as an integral part of the CONTRACT constitute a condition precedent to the CONTRACT becoming of force and effect between the parties to the CONTRACT.
o 2.2 The EXHIBITOR hereby unconditionally undertakes to procure that each and every of its employees, agents, contractors, invitees or persons falling under its direct or indirect control while present upon its FACILITY or otherwise engaged by the EXHIBITOR upon an activity elsewhere upon the EXHIBITION CENTRE, shall unreservedly respect, comply with and fully adhere to the RULES. Any contravention of this undertaking, will constitute grounds for the immediate invoking of the breach provisions.
o 2.3 Neither the CONTRACT nor any right nor interest thereunder may be ceded nor assigned to any other party without the prior written consent of MATHESIS CONSULTING having been first obtained, which consent may in fact in its sole discretion be unreasonably withheld.
o 2.4 An EXHIBITOR electing to cancel the CONTRACT prior to the commencement of NAEE 2011, may in the discretion of MATHESIS CONSULTING become entitled to a refund of any payments made upon the following basis:
o 2.4.1 Should notice of intended cancellation be received by MATHESIS CONSULTING at least three months prior to NAEE 2011, 60% of the full contract price shall constitute an agreed liquidated damages amount which MATHESIS CONSULTING shall be entitled to retain, the balance of any monies held by it to be reimbursed to the EXHIBITOR.
o 2.4.2 Should an EXHIBITOR seek to cancel the CONTRACT within three months or less prior to NAEE 2011, it will not become entitled to the refund of any monies, it being acknowledge that MATHESIS CONSULTING will not in the circumstances be able to mitigate its losses by way of obtaining any replacement Exhibitor for the FACILITY: the full contract value will consequently in such circumstances remain owing and payable by the EXHIBITOR to MATHESIS CONSULTING.
2.5 This CONTRACT shall be governed by the laws of the Republic of South Africa.
2.6 Whilst every effort will be made to meet the requirements of exhibitors taking part in NAEE 2011, MATHESIS CONSULTING reserves the right to make any alterations which they may consider necessary or to alter the positions of any of the facilities within NAEE 2011, or to take any other steps considered necessary in connection with NAEE 2011 in which event the exhibitor shall have no claim of whatsoever nature and kind arising from whatsoever cause against MATHESIS CONSULTING.
3. RESERVATION OF CONTRACT BENEFITS
3.1 Whilst the CONTRACT shall have become established as detailed in 2.1, all rights and benefits flowing there from in favour of the EXHIBITOR shall remain suspended until the EXHIBITOR shall have fully paid the agreed contract price to MATHESIS CONSULTING.
3.2 Payment by the EXHIBITOR of the specified deposit, will convert the allocation to a secured and confirmed FACILITY pending the final payment of the outstanding contract price by the EXHIBITOR in terms of 3.1.
3.3 The act of payment of the deposit in terms of 3.2 will, in the absence of submission of a written confirmation notice, be deemed to constitute a tacit confirmation thus giving rise to the final legal ratification for the establishment of the CONTRACT.
3.4 Until such time as the specified deposit shall have been paid in terms of 3. 2, the allocation of the FACILITY space shall remain of a tentative nature and at all times free to be re-allocated by MATHESIS CONSULTING to any alternate EXHIBITOR in its sole discretion and upon simple notice to that affect being given to the former EXHIBITOR.
3.5 Payment of the CONTRACT price shall be required to be effected by the EXHIBITOR in strict compliance with the invoice terms therefore issued by MATHESIS CONSULTING.
3.6 Only for as long as the EXHIBITOR shall be maintained all payments in terms of the CONTRACT on due date, will it be entitled to receive access to its reserved FACILITY as may be necessary in the furtherance of its planning for NAEE 2011.
3.7 A failure to pay any contract monies in strict accordance with the stipulated times for payment, will constitute a material breach of the CONTRACT.
3.8 Payments made by post will only have been validly made when the payment is received by MATHESIS CONSULTING and if made in terms of any instrument other than cash, when such instrument has been honoured. Furthermore, the EXHIBITOR bears the risk of such payment not being delivered by post timeously or at all whether as a result of loss, theft, delay or any other reason.
3.9 Interest at the rate of 2% over the prime overdraft rate of MATHESIS CONSULTING’s bankers, First National Bank of Southern Africa Ltd., will be payable on all amounts not paid on due date, such interest being payable from the date payment is due until the date payment is actually received by MATHESIS CONSULTING.
4.1 In the event of a breach by any party of any term or condition of this CONTRACT, the aggrieved party shall only be entitled to seek relief in terms hereof, after giving to the defaulting party written notice to remedy same within the following parameters:
o 4.1.1 Should the breach materialise within the period of two months prior to the commencement date of the Exhibition, 4 (four) days;
o 4.1.2 Should the breach materialise within the month prior to the commencement date of the Exhibition, 24 (twenty-four) hours;
o 4.1.3 Should the breach materialise during the Exhibition, 7 (seven) hours, those to run between the daily period 10h00 to 18h00.
4.2 By virtue of the inherent nature of the Exhibition, time as contemplated in 4.1 is acknowledged by all parties to be of the absolute essence.
4.3 Without prejudice to any other right whether under common law or in terms of the CONTRACT, the parties reserves the right to any other or additional claim or claims which the aggrieved party may have against the defaulting party in law, and in the event of breach of any term or condition of the CONTRACT not being remedied, the aggrieved party shall have the right and option forthwith either to cancel the CONTRACT or to institute proceedings for specific performance against the party in breach and without any further notice, with or without any additional claim for damages arising from such breach.
4.4 All legal costs incurred shall be recoverable by the aggrieved party on the scale of attorney and own client.
4.5 The domiciliumcitandietexecutandi shall be those addresses of the EXHIBITOR and MATHESIS CONSULTING as recorded on the face hereof.