been occasioned by the fault, neglect or gross negligence of the invitees or by the exhibition site being in or falling into a defective state of repair.
11.6 In addition, and not limiting the generality of the aforegoing, under no circumstances shall the Organiser be liable towards the Exhibitor or any other person for any loss of any nature whatsoever and howsoever arising, including but not limited to loss goodwill, loss of profits, loss of revenue or, difficulties which may arise out of this agreement.
11.7 The Exhibitor hereby indemnifies the Organiser against all and any actions, claims, demands, costs, charges or expenses arising or resulting directly, or indirectly from any act, omission or negligence by the Exhibitor, its servants, agents, contractors or invitees notwithstanding that such action, claim, demand, cost, charges or expenses my have been occasioned in whole or in part by the Organiser, its servants, employees, agents, contractors or invitees, or by the exhibition site or any installations thereof being or falling into a defective state of repair.
12. Force Majeure
12.1 No party will be liable to any other party for any default or delay in the performance of its obligations under this Agreement if, and to the extent that, such default or delay is caused by any uncontrollable event, act of God, war or civil disturbance, court order, any delay in any performance due from another party, or any other circumstance beyond its reasonable control, including without limitation, failures and fluctuations in electrical power or communications, provided that the non‑performing party is without fault in causing such default or delay, and that such default or delay could not have been prevented by the non‑performing party through the use of alternative sources, recovery plans or other means.
12.2 Following any circumstance of force majeure, the non‑performing party shall:
12.2.1 notify the other party as soon as possible;
12.2.2 be excused from further performance or observance of its obligations so affected for so long as such circumstances prevail and such party continues to use its best efforts to recommence performance or observance whenever and to whatever extent possible, without delay; and
12.2.3 co‑operate with the other party in implementing such contingency measures as the other party may reasonably require.
13. Cession and Delegation
13.1 The Exhibitor may not sell, cede, assign, delegate or in any other way alienate or dispose of any or all of the Exhibitor’s rights and obligations under and in terms of this Agreement without the prior written approval of the Organiser.
14.1 Notwithstanding clause 5 above, the Exhibitor hereby consents to the jurisdiction of the Magistrate’s Court in the Republic of South Africa in respect of any proceedings that may be initiated by the Organiser arising out of this Agreement, provided that the Organiser shall be entitled, in its reasonable discretion, to institute such proceedings in the High Court of South Africa.
15.1 The Exhibitor is responsible for the insurance of any goods brought by them into the exhibition halls. The Organisers will not be held liable for any loss in respect of such goods from any cause whatsoever and without limiting the generality of the aforegoing, whether by theft, fire, breakage and/or negligence of any persons.
15.2 The Exhibitor undertakes and agrees that it shall have adequate third party liability insurance in place upon signature hereof.
16.1 The parties acknowledge and agree that this Agreement constitutes the whole of the agreement between them and that no other agreements, guarantees, undertakings or representations, either verbal or in writing, relating to the subject matter of this Agreement not incorporated in this Agreement shall be binding on the parties. No changes or cancellation of this Agreement by the Exhibitor, including any changes to the PO will be binding on any of the parties unless recorded in writing and signed by both parties, notwithstanding activation of the services.