VENDOR TERMS AND CONDITIONS

1.               Introduction

 

1.1.         Health and Wellness Productions (“HWP”) is a sole proprietorship in the business of organizing and carrying out health and wellness fairs at Tradex, 1190 Cornell Street, Abbotsford, British Columbia V2T 6H5 (“Tradex”).

1.2.         By registering to be an exhibitor at a Fair, each Vendor agrees to be bound by HWP’s Vendor Terms and Conditions (the “ Vendor Terms ”) set out herein.

1.3.         HWP reserves the right to modify these Vendor Terms at any time.

 

2.               Important Terms and Interpretation

 

For the purpose of these Vendor Terms, the terms listed in paragraphs 2.1 - 2.9 shall have the following meanings:

 

2.1.         Booth” means an area of a specified size designated by HWP to a Vendor at a Fair and includes one (1) skirted table, two (2) chairs and one (1) backdrop;

2.2.         Booth Fee” means the rental price determined and charged by HWP as consideration for granting the Vendor the right to use a Booth at a Fair, including additional fees for extra Booth services, if any;

2.3.         Common Area” means all areas of Tradex used for the flow, entertainment or convenience of the Guests including, without limitation, lobbies, corridors, aisles, restrooms, food and beverage concessions, assembly rooms, parking lots, entryways, but excludes the Booth and other booths designated to other exhibitors;

2.4.         Fair” means a health and wellness fair organized by HWP;

2.5.         Fair Hours” means the hours designated by HWP during which the Vendor may occupy and use the Booth at a Fair;

2.6.         Guests” means the members of the public who attend a Fair;

2.7.         Registration Request” means the submission by a Vendor of an application on HWP’s website to be registered as an exhibitor at a Fair;

2.8.         Tradex Rules” means the rules and regulations imposed by Tradex, as amended from time to time (https://www.fvtradex.com/Exhibitor-Services-Guide); and

2.9.         Vendor” means an person, sole proprietorship, partnership, corporation or other entity which submits a Registration Request with regards to a Fair.

 

Wherever the context so requires, the singular shall be read as if the plural were expressed, and vice-versa, as the context requires.

 

3.               Registration

 

3.1.         For the purposes of these Vendor Terms, registration of a Vendor shall be deemed to have occurred at the time that the Vendor submits a Registration Request for a Fair. Notwithstanding the foregoing, the Vendor acknowledges and agrees that HWP reserves the right to reject the Vendor’s Registration Request, and thereby cancel the Vendor’s registration, at its sole discretion without explanation.

3.2.         In the event that HWP rejects the Vendor’s Registration Request, HWP shall refund the Vendor’s Deposit, as defined herein, in full.

 

4.               Booth and Signage

 

4.1.         In the Vendor’s Registration Request, the Vendor shall indicate the size of Booth that it wishes to utilize at the Fair. As well as any location, utility hookup or other special requests will be submitted to Tradex on their website.

4.2.         HWP shall use reasonable commercial efforts to designate a Booth to the Vendor based on the wishes communicated by the Vendor to HWP in the Vendor’s Registration Request.  

4.3.         The Vendor may post signage in the Booth provided that such signage:

 

(a)            does not block aisles or exits;

(b)            does not cause damage to the building;

(c)             refers only to the health and wellness products and services included in the Vendor’s Registration Request, unless the Vendor obtains HWP’s prior written consent;

(d)            is not offensive, as determined in the sole discretion of HWP;

(e)            is treated with flame proofing;

(f)              and otherwise complies with the Tradex Rules.

 

4.4.         In the event that the Vendor contravenes paragraph 4.3, in whole or in part, and upon the request of HWP, the Vendor shall immediately remove all such portions of the Vendor’s signage and/or display which contravene paragraph 4.3.  The Vendor acknowledges and agrees that failure to comply with this paragraph 4.4 constitutes grounds for HWP to exercise its right under paragraph 5.7.

 

5.               Move-In, Move-Out and Use

 

5.1.         The Vendor shall move-in and move-out in accordance with the Tradex Rules and the days and times designated by HWP for move-in and move-out, as applicable.

5.2.         The Vendor shall use the Booth:

 

(a)            only during Fair Hours; and

(b)            solely for the permitted purpose of marketing and selling health and wellness products and services included in the Vendor’s Registration Request, unless the Vendor obtains HWP’s prior written consent.

 

5.3.         The Vendor shall not:

 

(a)            directly or indirectly, use or occupy the Common Area for the purpose of attracting or engaging with Guests. Without limiting the foregoing, the Vendor is prohibited from:

(b)            stand in or block access to or use of the Common Area;

(c)             display or distribute products, services or literature about the Vendor’s products and/or services;

(d)            touch or call at Guests;

(e)            use scents in a manner which causes a nuisance to the Guests and/or other exhibitors, as determined in the sole discretion of HWP; or

(f)              use music or audio visual materials in a manner which causes a nuisance to the Guests and/or other exhibitors, as determined in the sole discretion of HWP.

 

5.4.         The Vendor shall, at its sole expense:

 

(a)            comply with the Tradex Rules, WorkSafeBC Standards, and all statutes, regulations, by-laws, ordinances and other similar requirements of municipal, provincial, federal and other governmental bodies, agencies or departments, which now or hereafter pertain to the Vendor’s use of the Booth or goods or services; and

(b)            obtain all necessary permits, licenses and approvals relating to the use of the Booth and the conduct of the Vendor’s use of same.

 

5.5.         Without limiting the foregoing, the Vendor acknowledges and agrees that:

 

(a)            Tradex is the exclusive food service and caterer, and accordingly, the Vendor may not sell food or beverages at the Fair without first obtaining the prior consent of Tradex. The Vendor may give away food samples (maximum one (1) ounce per portion) and non-alcoholic beverage samples (maximum four (4) ounces per portion), provided that the Vendor obtains all necessary health and operating permits; and

(b)            the Vendor may not provide personal services as a personal service establishment, as defined by the Ministry of Health in the Guidelines for Personal Services offered at Tradeshows , as amended from time to time (http://www.fraserhealth.ca/media/tradeshow-guidelines.pdf), without obtaining the necessary personal services and operating permits.

 

5.6.         Without limiting the application of paragraph 11.2, the Vendor may not sublet the Booth or assign the rights granted to the Vendor in these Vendor Terms, in whole or in part, without the prior written consent of HWP.

5.7.         The Vendor acknowledges and agrees that, in the event that the Vendor fails to comply with these Vendor Terms, HWP reserves the right to immediately discontinue the Vendor’s right to use the Booth and to evict the Vendor from the Fair without refund of the Booth Fee or other amounts paid by the Vendor to HWP.  In the event that HWP exercises the its right under this subparagraph 5.7, the Vendor shall promptly, safely and without drawing attention to itself, pack up its belongings and evacuate Tradex.  

 

6.               Fees and Payment

 

6.1.         The Vendor shall pay to HWP the Booth Fee in the following manner:

 

(a)            25% of the Booth Fee shall be paid by the Vendor to HWP within seven (7) days of registration by the Vendor as a non-refundable deposit (the “Deposit”);

(b)            25% of the Booth Fee shall be paid by the Vendor to HWP on or before the date that is three (3) months before the Fair (the “ First Payment ”); and

(c)             50% of the Booth Fee shall be paid by the Vendor to HWP on or before the date that is one (1) month before the Fair (the “ Final Payment ”).

 

6.2.         In the event that the Vendor fails to pay the Deposit, First Payment or Final Payment in accordance with paragraph 6.1, the Vendor shall pay to HWP a forty (40) dollar late fee for each such late payment.

6.3.         The Vendor may pay the Booth Fee, and any other amounts payable hereunder, by way of credit card or cheque, at the discretion of HWP.

6.4.         In the event that the Vendor pays:

 

(a)            the Deposit by way of cheque, the Vendor shall deliver post-dated cheques to HWP for the First Payment and the Final Payment within seven (7) days of registration by the Vendor; and

(b)            the First Payment by way of cheque, the Vendor shall deliver a post-dated cheque to HWP for the Final Payment on or before the date that is three (3) months before the Fair. 

 

6.5.         The Vendor shall pay to HWP additional fees for extra Booth features including, without limitation, plumbing, electricity, hardwired internet and WiFi in amounts.  Any such additional fees will be in the amount designated by HWP and shall form part of the Booth Fee and be paid in accordance with paragraph 6.1.

6.6.         The Vendor shall be responsible for arranging and paying for parking, which arrangements and payments are available on the Tradex website.

 

7.               Cancellation by the Vendor

 

7.1.         The Vendor may cancel its registration for a Fair by providing written notice to HWP not less than one (1) month before the date of the Fair subject to the following:

 

(a)            if notice is received by HWP at least one (1) month before the date of the Fair, HWP shall refund the Vendor the First Payment;

(b)            if notice is received by HWP less than one (1) month before the date of the Fair, HWP shall not refund the Vendor for any amount already paid to HWP by the Vendor; and

(c)             regardless of when notice is received, the Vendor shall forfeit the Deposit to HWP and shall be responsible for paying to HWP any amounts then outstanding and owing to HWP, if any. 

 

8.               Insurance and Liability

 

8.1.         HWP shall obtain and maintain Comprehensive General Liability and Tenant’s Legal Liability insurance in accordance with the Tradex Rules, a copy of which shall be made available by HWP upon the written request of the Vendor.

8.2.         The Vendor acknowledges and agrees that HWP encourages the Vendor to obtain and maintain additional insurance with regards to all matters over and above the coverage provided by the insurance policies in paragraph 8.1 at the Vendor’s sole expense.

8.3.         The Vendor hereby indemnifies and saves HWP and HWP’s employees, agents, contractors, successors and assigns harmless from and against all losses, costs, damages, expenses and liabilities (whether arising under the law of contract, tort or otherwise) including breach of contract and negligence (whether active, passive or imputed) relating to any claim whatsoever that the Vendor or Guests have now or in the future with respect to any death, personal injury, property loss, property damage, pecuniary loss or other loss, damage, cost or expense that may be suffered by the Vendor or Guests as a result of the Vendor’s involvement in the Fair and use/occupation of the Booth.

 

9.               Covenants of HWP

 

9.1.         HWP shall use reasonable commercial efforts to ensure that the three (3) ATMs located in Tradex are operational during the Fair Hours.

9.2.         HWP shall use reasonable commercial efforts to advertise the Fair.

 

10.           Unforeseen Circumstances

 

10.1.     In the event that the Fair is cancelled, in whole or in part, due to matters beyond HWP’s reasonable care and control, including but without limiting the generality of the foregoing, fire, flood, explosion, lightning, windstorm, earthquake, subsidence of soil, failure or destruction, in whole or in part, of Tradex, discontinuity in the supply of power, governmental interference, civil commotion, riot, war, strikes, labour disturbance, transportation difficulties, labour shortages or by any other cause beyond the reasonable control of HWP, HWP shall use commercially reasonable efforts to reschedule and/or relocate the Fair.  The Vendor shall not be entitled to a refund of the Booth Fee or any portion thereof.

 

11.           General Terms

 

11.1.     The Vendor acknowledges and agrees that HWP has made no representations or warranties about the number of Guests who shall attend the Fair, the Vendor’s earning potential at the Fair or any other matter not expressly detailed in these Vendor Terms.

11.2.     This agreement is not assignable by the Vendor without HWP’s prior written consent, which may be unreasonably withheld.

11.3.     These Vendor Terms constitute the entire agreement between the Vendor and HWP with respect to the subject matter hereof and cancels and supersedes any previous oral or written communications, representations, understandings, or agreements between the parties with respect thereto.  There are no representations, warranties, terms, conditions, undertakings, or collateral agreements, express or implied, between the parties other than as expressly set forth in this agreement.

11.4.     This agreement will be governed and construed in accordance with the laws of Canada and the Province of British Columbia and the parties hereby attorn to the jurisdiction of the courts of British Columbia.

11.5.     The Vendor acknowledges and agrees that it has read and clearly understands the terms and conditions as outlined in these Vendor Terms.  The Vendor acknowledges and agrees that it has had the opportunity to seek independent legal advice in relation to the nature, contents, terms and effect of these Vendor Terms.  By submitting a registration request to HWP with regards to being an exhibitor at a Fair on HWP’s, the Vendor has agreed to accept the terms and conditions contained herein.

11.6.     Time is of the essence of these Vendor Terms.

11.7.     HWP is the exclusive holder of the copyright and moral rights in these Vendor Terms.  HWP is entitled to and intends to protect its proprietary rights to these Vendor Terms to the full extent permitted under the Copyright Act of Canada, as amended from time to time or any successor statutes.

 

12.           Additional Information

 

12.1.    These Vendor Terms are available on the website of HWP at http://www.thehealthandwellnessshow.ca/terms

12.2.    If you have any questions or concerns regarding these Vendor Terms or any other matter related to a Fair, please contact Shara Mendoza at shara@bodyandsoulwellnessfair.com or (250) 864-2838.