BALFOUR MALL EXHIBITION COURTS AGREEMENT INVESTEC PROPERTY FUND LIMITED MUSTARD SEED RELATIONSHIP MARKETING CC THE EXHIBITOR

Transcription

1 BALFOUR MALL EXHIBITION COURTS AGREEMENT BETWEEN: INVESTEC PROPERTY FUND LIMITED (Registration Number 2008/011366/06) Herein represented by Burger Christiaan Bothma Herein referred to as Landlord AND MUSTARD SEED RELATIONSHIP MARKETING CC (Registration Number 2002/014947/23 Herein referred to as Mustard Seed AND THE EXHIBITOR (Registration Number ) Herein referred to as Initial Here Page 1 of 18

2 WHEREBY IT IS AGREED AS FOLLOWS: 1. Subject The landlord hereby leases to the Exhibitor an area to be utilized for exhibitions / promotions / displays and the parties agree that the following conditions shall apply to exhibitions / promotions / displays held at the Shopping Centre. 2. Interpretation Unless such meaning is inconsistent with the context, the following terms shall throughout this Agreement have the meanings respectively ascribed to them, namely: 2.1. the / this Agreement this Agreement between the parties with the terms and conditions contained herein and in the Annexures; 2.2. Annexures Annexures A, B, C, D,E and F; 2.3. Exhibition the exhibition, promotion, event or display undertaken by the Exhibitor in the leased area Exhibition Area the area leased by the exhibitor for the exhibition Broll means the managing agent of the Shopping Centre and authorised representative of the Landlord and specifically Broll Property Group (Pty) Ltd. (registration number 2008/027519/07); 2.6. Landlord the registered owner of the shopping centre 2.7. "The Shopping Centre the retail shopping centre commonly known as Balfour Mall (and previously known as Balfour Park Shopping Centre) 3. Attachments to this Agreement Annexure A: Exhibition Areas, sizes and rates. Initial Here Page 2 of 18

3 4. Rent Annexure B: Exhibitor s Contact details Annexure C: Indemnity Annexure D: Occupational Health and Safety Act Annexure E: Schematic rendition of Exhibition Area Annexure F: House Rules 4.1. The landlord hereby leases to the Exhibitor the Exhibition Area indicated in Annexure E as follows: EXHIBITION AREA: START DATE: END DATE: RATE (excluding VAT): TOTAL (excluding VAT): 4.2. The Exhibitor will not be allowed to set up the Exhibition in terms of this agreement until such time as all relevant fees have been paid by the Exhibitor to the landlord / Mustard Seed for the aforementioned rental The landlord / Mustard Seed reserves the right to change the location of the event, where the operation of the Shopping Centre as a whole necessitates such a move. Mustard Seed will endeavour to relocate the event to a position of equivalent exposure and will refund the Exhibitor any difference in the hire charges applicable to the old and new locations The Exhibitor agrees that where the Exhibition, in the opinion of the landlord / Mustard Seed, consumed an abnormal amount of power, water or other supplied service, then the landlord / Mustard Seed may, in its sole discretion, levy an additional charge to the Exhibitor. 5. Obligations Of The Exhibitor The Exhibitor shall: 5.1. Ensure Public Liability cover for a minimum of R2 million per event. A copy should be attached to the signed exhibition contract. When this is not possible, it should be provided prior to the commencement of the exhibition and not proving it could result in breach. Initial Here Page 3 of 18

4 5.2. Provide proof of such Public Liability insurance to Mustard Seed 1 (one) week before the Exhibition Provide Mustard Seed with a completed indemnity form (Annexure C), signed agreement with its Annexures and a copy of public liability insurance Not distribute any pamphlets, flyers, brochures or any advertising material in the Shopping Centre, except in its designated stand or display area, provided that the landlord / Mustard Seed has approved such material for distribution Not allow political or religious campaigns (including the singing of religious music and preaching) in the Exhibition Area Ensure no disturbance to the normal trading of the Shopping Centre by means of loud music, performances or announcements Keep the Exhibition Area clean and neat at all times and allow no eating or drinking in the area. Carpeting needs to be cleaned daily and this will be the responsibility of the Exhibitor Provide for the Exhibition to be manned at all times Provide for any security arrangements for the Exhibition at its sole cost and ensure that all security staff so employed shall be fully acquainted with the security procedures of the Shopping Centre, and in the event of an emergency or evacuation drill shall follow all directions issued by the Shopping Centre Management or its security agents Conduct no street collections or raffles Provide the plans of the Exhibition to Mustard Seed, detailing the exact location of any exhibits and the layout and overall appearance of any promotion 2 (two) weeks prior to its commencement, failing to do so may result in its cancellation. The plans shall be subject to the written approval of the landlord / Mustard Seed Provide, at its own cost, unless specifically arranged with Mustard Seed, all the promotional equipment and advertising material required to stage the event, including, but not limited to, tables, chairs, stanchions, screens and posters. The Landlord, Broll, Mustard Seed and their agents shall not be liable for any loss or damage of whatsoever nature and howsoever caused to the said promotional equipment. Posters may not be greater than 890mm Initial Here Page 4 of 18

5 in length and 630mm in width, or less than 841mm in length and 594mm in width (A1 size) Vehicle exhibitors shall: Ensure that vehicles are brought into or exit the Shopping Centre before 07h00 or after 19h Enter and exit vehicles only through the entrance designated by the landlord / Mustard Seed Fill each vehicle with the minimum of fuel. No more than 5 litres Leave a key to each vehicle at the Security Control Room for the duration of the Exhibition Keep all convertible vehicles closed and locked outside Exhibition hours Ensure that all vehicle alarms are deactivated at all times Keep displayed vehicles clean Not exhibit more vehicles than indicated below at each venue: AREA Centre Court 1 and 2 NUMBER OF VEHICLES two each a total of 4four Allow no promotion or sale of products that are in direct competition with the tenants of the Shopping Centre Allow no pets, except guide dogs Ensure the Exhibition is of a high standard suitable to the image of the Shopping Centre Start the Exhibition on a Tuesday, with the last day of the Exhibition being the following Monday, unless otherwise agreed with Mustard Seed in writing Set-up and dismantle the Exhibition before or after the Shopping Centre s trading hours, unless otherwise agreed with Mustard Seed in writing Ensure the Exhibition is ready for trading by 09h00 on every day of the Exhibition unless otherwise agreed with Mustard Seed in writing. Initial Here Page 5 of 18

6 5.20. Contain the Exhibition within the Exhibition Area as depicted in Annexure E, to ensure the easy flow of foot traffic, and ensure that no persons manning the Exhibition or any part of the Exhibition extends beyond the demarcated area Ensure that all signage is of a high standard and approved by Mustard Seed for display. No hand-written signs shall be permitted Ensure that no part of the Exhibition is higher than 1.5 metres Exchange no money in the Exhibition Area, unless prior arrangement has been made with Mustard Seed and confirmed in writing Conduct no cooking demonstrations in the Exhibition Area. However, food samples may be given if prepared under conditions stipulated by the relevant local authority Allow no alcohol to be consumed in the Exhibition Area unless prior arrangement has been made with Mustard Seed and confirmed in writing Not use any audio-visual equipment, of whatsoever nature, in a manner which would constitute a nuisance to any tenants, patrons or the management of the Shopping Centre Advise Mustard Seed at least 7 (seven) days in advance should anything large or of excessive weight need to be brought into the Shopping Centre, in order for Mustard Seed to arrange access or for the approval of a structural engineer Provide the names and addresses of any other exhibitors who may be participating in the Exhibition, as well as a copy of any contracts between the Exhibitor and these other exhibitors, at least 7 working days prior to commencement. Such list of participants must be approved by Mustard Seed in writing, and Mustard Seed reserves the right to exclude participants notwithstanding any contract entered into between the Exhibitor and participants. The contract between the Exhibitor and the other exhibitors must include the requirement that the other exhibitor is aware of and accepts all the conditions of this agreement between Mustard Seed and the Exhibitor. Mustard Seed shall be entitled to distribute questionnaires to all participating exhibitors, requesting their response to the Exhibition in order to maintain or improve the standard of any future events to be held in the Shopping Centre Ensure that tables are covered with tablecloths which hang to the floor. Initial Here Page 6 of 18

7 6. Risk Fix no advertising material to any permanent fixtures, i.e. walls, pillars, windows, benches, or fix signage to the tablecloths with Prestik or similar r e m o v a b l e a d h e s i v e material Not use any construction materials that are flammable, toxic, and potentially-injurious or that in any way present a safety or health hazard, and leave no electrical points, cables or fitments exposed and accessible to the public. The Exhibitor shall also ensure that only silver duct tape is used for the taping of electrical and other cables. The landlord / Mustard Seed shall be entitled to request a certificate from a qualified electrician at the Exhibitor s cost, certifying all electrical work required for the event to be safe Provide written proof of approval to Mustard Seed within 7 (seven) days of commencement in any instance where the type of Exhibition requires either the permission of, or the granting of, a license from any licensing, third party or local authority Comply with all requirements and regulations with regards to artists, music and performing rights, and the Exhibitor will be held responsible for any claims in this regard, including similar claims, against the Landlord, B r o l l, Mustard Seed or their agents Obtain all necessary consents and / or releases which may be required by the Landlord, Broll or Mustard Seed from third parties whose names, likenesses, testimonies, scripts, musical compositions or similar materials or rights are used in its Exhibition or any other materials prepared in terms of this agreement, and the Exhibitor warrants that such written consents shall be obtained prior to commencement The Exhibitor shall at all times abide by the House Rules of the Shopping Centre The Exhibitor hereby indemnifies and holds the Landlord, Broll, Mustard Seed and their agents, directors and servants harmless against: any damage to property, whether movable or immovable, including any consequential damage directly flowing from damage to the property; Initial Here Page 7 of 18

8 any liability regarding any claims which may be made against the Landlord, Broll, Mustard Seed and their agents, directors and servants, arising out of damage to property, whether movable or immovable, of the Exhibitor, the tenants of the Shopping Centre or of any third parties, including any consequential damage directly or indirectly flowing from physical damage to any such property; liability in respect of the death of, or injury to, any person, wherever the damage, loss, injury or death is due to, or arises out of, whether directly or indirectly, the staging of a promotional activity; any legal proceedings or expenses (including attorney and own client costs) which the Exhibitor may incur as a result of claims and / or proceedings relating to defamation, invasion of privacy, piracy, plagiarism, misappropriation of ideas or concepts, infringement of advertising or intellectual property rights resulting from any act or otherwise of the Exhibitor In the event of the Landlord / Mustard Seed being in a position to provide the Exhibitor with any form of overnight or temporary storage space, it is agreed by the parties that the Landlord, Broll, Mustard Seed and their agents, directors and servants shall not be liable for any loss or damage of whatsoever nature and howsoever caused to the promotional equipment The Exhibitor hereby warrants, and will furnish written proof of such to Mustard Seed, that it has and will maintain, at its own cost, insurance cover in respect of: Public Liability insurance of at least R2 million per occurrence in respect of third party and property claims, and loss or damage caused by all risk of whatsoever nature The Exhibitor will have no claim or right of action against the Landlord, Broll, Mustard Seed and their agents, directors and servants (the principals) for damage, loss or otherwise arising out of, or by reason of, any permission, stipulation or direction given, being varied or revoked by the principals or through any other cause whatsoever, nor shall the principals be responsible for any personal injury which may be sustained in or about the Shopping Centre to the Exhibitor, its directors, servants, agents, customers or any other person to whom such injury may be caused. Initial Here Page 8 of 18

9 6.5. The Exhibitor shall be responsible for any damages or injuries caused by it or its employees or agents and herewith indemnifies the Landlord, Broll, Mustard Seed and their agents, directors and servants against any and all claims brought against it with regard to the Exhibition. 7. General 7.1. Electrical points are available at R each per day, excluding VAT, and are subject to availability Trading hours are: Monday to Saturday Sunday Public holidays 9 am 5pm 9 am 2 pm 9 am 4 pm 7.3. If the Exhibitor does not remove the Exhibition and / or related material by 19h00 on the day of completion, the landlord / Mustard Seed reserves the right to arrange to remove such material on behalf of, and at the expense of, the Exhibitor, as well as charging the Exhibitor a penalty of R , excluding VAT, per day that the Exhibition and /or related material is still at the Shopping Centre, to be paid within 1 (one) week of the completion date Any indulgence by the landlord / Mustard Seed towards the Exhibitor shall not be construed as a waiver of any of its rights in terms of this agreement This document constitutes the sole record of the agreement between the parties, and neither party shall be bound by any explicit or implied term, representation, warranty, promise or the like not recorded herein. No addition or variation to, or agreed cancellation of, this agreement shall be of any force or effect unless confirmed in writing and signed by, or on behalf of, all the parties The landlord / Mustard Seed reserves the right, in its sole discretion, to cancel any Exhibition or activity at any time, should the Exhibitor breach any part of this agreement. In such case the Exhibitor shall forfeit any amount paid to Mustard Seed with regards to the Exhibition and the Exhibitor shall be required to immediately remove the Exhibition failing which the land lo rd / Mustard Seed shall be entitled to remove such Exhibition at the sole cost of the Exhibitor The parties agree to the jurisdiction of the Magistrate s Court The Exhibitor shall be liable for any legal costs incurred by the Landlord, Broll or Mustard Seed while enforcing the conditions of this agreement, on attorney and own client scale The person signing on behalf of the Exhibitor, which is a juristic person, hereby accepts personal responsibility for the compliancy of the above conditions and in the event of default by such Exhibitor, accepts responsibility for any money due to the landlord / Mustard Seed by such Exhibitor. Page 9 of 18

10 7.10. The landlord hereby confirms that Mustard Seed has been employed by it to promote, market and manage the Exhibition Areas for all purposes of this Agreement The parties choose domicilium citandi et executandi for service of any notice, payment of any amounts due, the serving of any process and for any other purpose arising from this agreement as follows: THE EXHIBITOR: As per the details recorded in Annexure B. BROLL PROPERTY GROUP (PTY) LTD c/o The Centre Manager Balfour Mall Corner Athol and Old Johannesburg Roads Highlands North 2192 Fax number: MUSTARD SEED: 1 st Floor, Block E, Capital Place Neutron Avenue Techno Park Stellenbosch 7600 Fax number: Page 10 of 18

11 Signatures indicate full acceptance of this agreement, including Annexures A, B, C, D and E. SIGNED ON BEHALF OF THE LANDLORD Signed at... on this...day of On behalf of the landlord Witness SIGNED ON BEHALF OF MUSTARD SEED Signed at... on this...day of On behalf of Mustard Seed Witness SIGNED ON BEHALF OF THE EXHIBITOR Signed at... on this...day of On behalf of the Exhibitor Witness PLEASE INITIAL ALL THE OTHER PAGES OF THIS AGREEMENT. Page 11 of 18

12 [ANNEXURE A of Exhibition Courts Agreement] EXHIBITION AREAS, SIZES AND RATES FOR 2016 AREA APPROXIMATE SIZE DAILY RATE EX VAT WEEKLY RATES EX VAT TABLE ALLOCATION Edgars Court 1 9 square metres R R Edgars Court 2 9 square metres R R Edgars Court 3 9 square metres R R Centre Court 1 48 square metres R R Centre Court 2 16 square metres R R Centre Court 3 16 square metres R R Checkers Court 1 16 square metres R R Checkers Court 2 16 square metres R R Mr Price Foyer 1 10 square metres R R Mr Price Foyer 2 13 square meters R R Banking Court 9 square meters R R Escalator Court 9 square metres R R Parking Lot 9 square metres R R * Exhibitors who require additional tables over and above what the Centre can supply will need to bring in their own. Additional tables and tablecloths from exhibitors are to match those provided by the Centre. Page 12 of 18

13 [ANNEXURE B of Exhibition Courts Agreement] CONTACT AND INVOICING DETAILS SHOPPING CENTRE: DATE: TO BE COMPLETED IN FULL EXHIBITOR S CONTACT DETAILS Name of Exhibition Exhibition dates Exhibition contact person Telephone number Cell phone number Company name Company registration number VAT registration number address Physical address Address to appear on invoice (if different from above) Person responsible for payment Telephone number for payment queries EXHIBITION COURT RENTAL Exhibition court / area Start to End date Products and Services offered Rental amount (excluding VAT) Electrical point (R 100 ex vat per day) Storage (R 300 ex vat per week) Page 13 of 18

14 [ANNEXURE C of Exhibition Courts Agreement] INDEMNITY FORM TO BE COMPLETED IN FULL BY THE EXHIBITOR. Representing our assigns, we, hereby take full responsibility for all activities and displays in the Exhibition Area known as during the period at Balfour Mall and accept full control and legal responsibilities in terms of the Occupational Health and Safety Act or any other Act arising out of such activities. We further indemnify Broll Property Group (Pty) Ltd, The Landlord, Balfour Mall, Mustard Seed and their agents, directors and servants, against all claims of whatsoever nature which any person/s, their executors or assigns may otherwise have against Broll Property Group, The Landlord, Balfour Mall, Mustard Seed and their agents, directors and servants in respect of any loss or damage caused to any property or thing owned or possessed by any such person/s, or injury sustained by any such person/s participation in, or association with any of the said activity. Signed at... on this... day of On behalf of the Exhibitor Witness Page 14 of 18

15 OCCUPATIONAL HEALTH AND SAFETY ACT Act no. 85 of 1993 (Hereafter referred to as the Act ) TO BE COMPLETED IN FULL BY THE EXHIBITOR. [ANNEXURE D of Exhibition Courts Agreement] AS ENVISAGED BY SECTION 37 (2) OF THE ACT (AS AMENDED) WHEREAS: The Act provides for potential penalties to an owner save where an owner and Exhibitor have entered into an agreement setting out procedures to be followed by the Exhibitor in order to comply with the provisions of the Act. The Exhibitor has undertaken to ensure that its employees, agents, sub- contractors and all other parties entering the premises to execute work in terms of this agreement shall at all times comply with the provisions of the Act and the provisions of this agreement. THE PARTIES AGREE AS FOLLOWS: 1. This agreement forms an integral part of the contract between the landlord, Mustard Seed and the Exhibitor in terms of which the Exhibitor will carry out the works as defined. 2. The Exhibitor hereby appoints as mandatory and responsible person for the duration of the contract. 3. The Exhibitor undertakes to ensure that all work is carried out under proper supervision by properly qualified personnel in order to comply with safety regulations as promulgated from time to time. 4. The Exhibitor undertakes to liaise with the applicable personnel of Broll/ the landlord / Mustard Seed at all times in relation to the work to be performed and safety matters regarding such work. 5. The representatives of the Exhibitor are entitled to stop or interrupt work which is carried out under unsafe conditions or with unsafe equipment. Any delays and consequential losses arising from such interruptions shall be for the Exhibitor account. 6. The Exhibitor undertakes to ensure that the mandatory is familiar with the provisions of the Act. Page 15 of 18

16 7. It is the duty of the Exhibitor to advise the landlord / Mustard Seed should the Exhibitor at any time during the currency of this contract be unable to comply with the provisions of the Act. 8. The Exhibitor warrants that it is registered in terms of the Compensation for Occupational Injuries and Diseases Act, no. 130 of 1993 ( COIDA ) and will remain so registered for the duration of this Agreement. Exhibitor s COIDA Registration Number / ID Number: The Exhibitor further warrants that he has paid all assessments up to date and undertakes to timeously pay all the assessments becoming due during the currency of this agreement. It is a condition precedent of this agreement that the Exhibitor provides documentary proof to the landlord / Mustard Seed that assessment for the current financial year has been paid. 9. The Exhibitor hereby unreservedly and irrevocably indemnifies the Landlord, Broll, Mustard Seed and their agents against all or any demands, actions, causes of action and / or lawsuits which may be instituted against it in respect of any loss, damage or claim of whatsoever nature, howsoever caused, and which may arise from any breach of this agreement or failure by the Exhibitor, its employees, agents or sub-contractors to comply with the provisions of the Act. SIGNED ON BEHALF OF THE LANDLORD Signed at... on this... day of On behalf of the landlord Witness SIGNED ON BEHALF OF THE EXHIBITOR Signed at... on this... day of On behalf of the Exhibitor Witness Page 16 of 18

17 [ANNEXURE E of Exhibition Courts Agreement] Page 17 of 18

18 [ANNEXURE F of Exhibition Courts Agreement] House Rules No Promotional advertising is permitted outside the designated exhibitions court. The exhibitions court must be neat and presentable at all times No noise or disturbance may emanate from the exhibition court All exhibitors must strictly adhere to the mall s trading hours No loitering, eating or drinking is allowed at the exhibition court All waste to be taken to the mall s central compactor area, common area bins may not be used The exhibitor shall ensure that all activities on the premises comply in all respect with the Occupational Health and Safety Act No. 85 of 1993 as amended and the regulations found there-under. All excess stock to be stored out of sight, no stock may be moved though the mall during trading hours The exhibitor will be held responsible for any damages to Balfour Mall property or equipment resulting from relevant exhibition The exhibitor may not have any claim of any nature against the landlord or its agents for any loss, damage or injuries, the exhibitor may directly or indirectly suffer any loss, damages or injuries caused through the negligence of the landlord, or the landlord representatives or employees for any reason whatsoever. The landlord and its agents reserve the right to stop an exhibition in progress from trading should any of the house rules be breached. No refunds will be given in this case The landlord and its agents reserve the right to cancel or postpone an exhibition or promotion at short notice, in the event of any breach of this agreement by the exhibitor Page 18 of 18