CTERMS AND CONDITIONS OF CONTRACT

1. DATE OF THE EVENTThe event, ProWine Tokyo 2025 will be held at Tokyo Big Sitein Tokyo, Japan, with the schedule below.
Stand Construction: 13/APR/2025- -14/APR/2025
Event Period: 15/APR/2025 – 17/APR/2025 10am – 5pm
Dismantling: 17/APR/2025 5pm – 9pm
2. TERMS AND CONDITIONS, EXHIBITOR’S MANUALThe Exhibitor shall observe and comply with this Terms andConditions and the Exhibitor’s Manual.
The Organizer reserve the right to terminate the contract,cancel the participation, order the alteration or removalof any exhibits or any stand which does not conform tothe Terms and Conditions and the Exhibitor’s Manual, inaccordance with the Clause 12.
3. APPLICATION F OR PARTICIPATION
All applications for participation shall be submitted to theOrganizer for approval. The final due date for application isNovember 29, 2024.
The application shall constitute a legally binding offer of theexhibitor to conclude a contract from the date the Organizers
receives the application.
The Organizer reserve the right to accept or refuse any
application without giving any reason.
The Exhibitor shall co-operate with the Organizer to provide
them with any reasonable information which they require
about it.
4. LICENSING AND ALLOCATION OF EXHIBITION SPACEThe Exhibition Space is licensed to the Exhibitor only (incommon with the Organizer and all others authorized bythe Organizer) on a non-exclusive basis. The Exhibitor isprohibited to sub-license the Exhibition Space allocated toit, either wholly or in part, or otherwise part with or sharepossession of all or any part of the Exhibition Space.
The Organizer may allocate the Exhibition Space in any
manner as they deem fit.
5. CHANGES BY THE ORGNIZERSThe Organizer reserve the right at their sole discretion
to change the location of or venue for the Exhibition, theopening hours of the Exhibition, the term or duration of theExhibition, the date or dates on which the Exhibition is tobe held provided that the revised dates are within 6 monthsof the dates set out in the Application Form, to change theExhibition Space allocated to the Exhibitor, to alter the sizeand dimensions of the Exhibition Space from that for whichapplication is made in the Application Form, to change orclose entrances and exits and access to the venue, Exhibition
and/or Exhibition Space and to undertake any kind ofalterations to the Exhibition Space whatsoever.
In the event that the Organizer change the location or venueof the Exhibition, or the date or dates on which the Exhibition
is to be held, the Organizer will provide the Exhibitor with
notice of that change as soon as practicable.
6. TERMS OF PAYMENTThe Organizer shall issue an invoice on the participation fee
to the Exhibitor only via E-mail. The Organizer will not use
surface mail or any other means to send paper invoice.
The Exhibitor must make the payment full by the datedesignated on the invoice sent by the Organizer. The final dueProWine Tokyo
Tokyo Big Sight
Tokyo, Japan
15-17 April 2025

date for payment is December 13, 2024.
*All the payment should be made in Japanese Yen.
*All bank transfer fee(s) should be borne by the Exhibitor.
If any amounts payable under this Contract are not paid tothe Organizer by their due date, then the Organizer shall beentitled to cancel the Exhibitor’s participation and allocate
their booth to else.
7. EXHIBITS TRANSPORTATION
No exhibit will be allowed into or out of the Exhibition Centrewithout an official delivery order or clearance document. The
Exhibitor shall at its own cost make its own arrangements fortransportation of exhibits to and from the Exhibition Center(including, without limitation, arranging for all necessary
customs clearances and regulatory approvals and licenses)
and for storage of exhibits and packaging materials.
At such time after the close of the Exhibition as the Organizer
may specify, or on sooner termination of this Contract, allexhibits shall be removed and cleared from the Exhibition
Space and vacant possession of the Exhibition Space shallbe delivered to the Organizer in as good and clean order andcondition as it was when initially licensed to the Exhibitor.
Any property remaining after the dismantle period designatedby the Organizer will be considered abandoned and may
be sold or otherwise disposed of by the Organizer at theExhibitor’s expense. No property may be removed from theExhibition before the Exhibition ends.
8. CONDUCT IN THE EXHIBITION CENTER
During the term of the Exhibition and for so long as theExhibitor or any of its Representatives or exhibits is in theExhibition Center in connection with the Exhibition theExhibitor shall be responsible for the good conduct of its
Representatives who shall be bound by and must observe
these Terms and Conditions and Exhibitor’s Manual in allrespects.
9. INSURANCEThe Exhibitor must have in existence prior to its seeking
access to the Exhibition Centre and at all times during theterm of the Exhibition, and for so long as the Exhibitor or anyof its Representatives or exhibits is in the Exhibition Centrein connection with the Exhibition, a valid insurance policy
satisfactory to the Organizer in respect of its participationin the Exhibition. The Exhibitor must have, at all times, valid
and adequate insurance cover against theft, fire, publicliability, damage to property, personal injury, third party loss,accidents, natural calamities, acts of God and such other risks
normally insured against by Exhibitors and/or as the Organizer
may require, in connection with, inter alia, the Exhibitor’s
property and its activities during the Exhibition (including themoving in and moving out periods). If Exhibitor cannot provide
satisfactory evidence of such insurance cover, the Organizer
shall be entitled to cancel the Exhibitors right of participation
immediately and Exhibitor shall not be entitled to any refund.
The Organizer shall be entitled to inspect any such insurance
policy and receipts for premium at any time.
The Exhibitor shall be liable to any third party for, inter alia,
any claims, Injury or damage arising from any such event and/or from its booths. In case the Exhibitor or a sub-contractor
from the Exhibitor damages any property from the organizer,
the venue or any other third party, it will be the Exhibitor’s
responsibility to compensate the damaged part in full.

ProWine Tokyo 2025
www.prowine-tokyo.com

10. POSTPONEMENT AND CANCELLATION
In addition to the Organizer rights under Clause 5. theOrganizer may, without reason being necessary and without
incurring any liability whatsoever to the Exhibitor, cancel
the Exhibition, or at their election, postpone indefinitely,or otherwise make changes to the Exhibition, if in the soleopinion of the Organizer:(a) the holding of the Exhibition by the Organizer, theperformance by the Organizers of their obligations orattendance at the Exhibition by exhibitors and/or visitors,
is impossible, legal or substantially or materially Interferedwith or affected, due to any cause or causes beyond thecontrol of the Organizer including, without limitation, anyof the following:
act of God, governmental act, war, fire, flood, explosion,civil commotion, armed hostilities, act of terrorism,revolution, blockade, embargo, strike, lock-out, sit-in,industrial or trade dispute, adverse weather, disease,risk to public health, accident to or breakdown of plantor machinery, shortage of any material, labor, transport,
electricity or other supply, regulatory intervention, generaladvisory or recommendation of any government (including
any government agency or department), regulatory
authority or International agency, against travel,
exhibitions and/or public gatherings, or the Exhibition
Centre becomes unavailable and/ or unfit for occupancy
and/or use;(b) any other circumstance, occurrence or cause arises thatmakes it in the opinion of the Organizer impossible,
impractical, or undesirable for the Organizer to hold theExhibition as initially planned.
11. CANCELLATION BY THE EXHIBITORThe Exhibitor wishes to cancel or reduce their allocatedExhibition Space should contact in written communicationand obtain the approval of the Organizer. In accordance withthe date the Organizer accepted the cancellation of a whole
or a part of Exhibition Space, the Exhibitor shall pay thecancellation fee as follows:(1) From the date of application reached the Organizer to theapplication due date: 25% of the total cost stated in thecontract;(2) From a day after the application due date to January 24,
2025: 50% of the total cost stated in the contract;(3) From January 25, 2025 and after: 100% of the total coststated in the contract.
*In case of any discounts, the total amount prior to thediscount will be considered.
12. TERMINATIONThis Contract may be terminated by the Organizer by noticeto the Exhibitor upon the occurrence following events:(1) the Exhibition is cancelled under Clause 10;(2) Payment of Fees is not made by the Exhibitor inaccordance with Clause 5;(3) the Exhibitor fails to arrange insurance cover inaccordance with Clause 9;(4) the Exhibitor is, for any reason, unable to utilize theExhibition Space allocated to it;(5) the Exhibitor becomes insolvent or, in any jurisdiction,enters into or takes or is subject to any form of winding
up, administration, receivership, liquidation, bankruptcy,
arrangement with creditors generally or any other

Page 1/2

insolvency procedure in respect of it or any of its assets,or suffers the enforcement of security or legal process orrepossession;(6) the Exhibitor is convicted of any criminal offence orotherwise so conducts itself as to bring itself, theExhibition or the Organizer into disrepute;(7) the Exhibitor is in breach of any provision of this Contract,
including without limitation its obligations of theExhibitor’s Manual; or(8) the Exhibitor is in breach of any applicable local
legislation, rules or regulations, or any export and/or
financial control and/or sanction under any applicablelegislation, rules or regulation that affects the Exhibitor or
any Representatives (including, for the avoidance of doubt,
any stand sharers approved in writing by the Organizer
and their Representatives).
Upon termination of this Contract for whatever reason,
any allocation of the Exhibition Space shall automaticallybe cancelled forthwith.
If this Contract is terminated under any of above theOrganizer shall be entitled forthwith to re-license theExhibition Space, all payments made in respect of theExhibition Space shall be forfeited and the Organizer shallhave the right to claim for the balance of the Fees andfor any loss or damage suffered or additional expenses
incurred by or on behalf of the Organizer as a consequence
thereof. Upon termination of this Contract for whateverreason, all of the Exhibitor’s property shall be removedby the Exhibitor from the Exhibition Space immediately,
failing which such property shall be removed and theExhibition Space cleared by the Organizer at the Exhibitor’sexpense. The Organizer reserve the right is exercise ageneral lien over any property of the Exhibitor in theExhibition Centre in respect of all monies, of whatsoever
nature, including in respect of claims for damages, which
may at any time be due or payable by the Exhibitor to theOrganizer in connection with the Exhibition.
Obligations of the Exhibitor which are unperformed attermination of the Contract shall continue in force aftertermination.
13. LIABILITY, INDEMNITY AND REFUNDS
Participation by the Exhibitor in the Exhibition is solely at theExhibitor’s own risk.
The Exhibitor agrees to indemnity and hold the Organizer
harmless, on demand, against all claims, liabilities, losses,suits, proceedings, damages, judgments, expenses, costs(including legal fees) and charges of any kind howsoever
Incurred by or on behalf of or made against the Organizer, its
employees, agents or contractors arising out of any breachof any of this Contract or the Exhibitor’s Manual or any otherdefault or negligence of, or any damage or loss caused by,
the Exhibitor and/or any of its Representatives.
All exhibits are brought to, displayed at and removed fromthe Exhibition Center at the Exhibitor’s own risk and shall besafeguarded by the Exhibitor at all times.
The Organizer shall not be liable for any losses (including
consequential losses), damages, demands, costs, claims,
charges or other expenses of any kind suffered or Incurredby the Exhibitor, their Representatives or any other person
arising in connection with the Exhibition including, without
limitation, (a) any theft, fire, (b) defect in the Exhibition
Centre howsoever caused, (c) cancellation or early closureof, or delay in the opening or closing of, the Exhibition forwhatever reason outside the control of the Organizer, (d) any
matter referred to these Terms and Conditions, (e) any typesof taxes accrued or imposed by government (including any
government agency or department) or regulatory authority
to the Exhibitors or their Representatives, (f) any naturalcalamity or any act of God, howsoever arising.
The Exhibitor and/or their Representatives shall have nofinancial or other claim against the Organizer.
Subject as below, the Organizer accept no responsibility
and shall not incur any liability to the Exhibitor or any otherperson for (a) any error or omission in any information
relating to it, its equipment, products or services in any
promotional material, Information or thing provided to theOrganizer or any other person by the Exhibitor, (b) any error
or omission relating to it, its equipment, products or services
in the Exhibition’s Official Directory or in any promotional
material, information or thing produced or commissioned by
the Organizer or that Exhibitor, (c) products displayed or soldby any exhibitor at the Exhibition, (d) the Organizer carryingout any of their obligations under this Contract or theExhibitors Manual, or (e) any loss or damage or any indirect
or consequential loss caused by or arising from any of theequipment and computer systems (inclusive of hardware andsoftware) of and services provided by the Organizer, by anysupplier to the Organizer or by the Exhibition Centre Operator
failing or being defective.
In the event that the Organizer postpone, change the venue of,or otherwise make changes to the Exhibition under clause 5:(a) the Contract shall continue to bind the parties;(b) the Exhibitor shall not be entitled to any refund of any
payments made in respect of the Exhibition Space, andshall remain liable to pay the balance of the Fees, if any;and(c) the Exhibitor shall have no claim whatsoever forcompensation for loss or damage suffered or additional
expenses incurred as a result of any postponement,change of venue or other change to (including anyalteration in character or reduction in scale of) theExhibition.
Neither the Organizer nor any of its respective agents shallbe liable to the Exhibitor under this Contract in contract,
tort (including negligence and breach of statutory duty) orotherwise for any loss of profits (whether direct or Indirect),revenue, goods, use, anticipated savings, goodwill, reputationor business opportunity or for any indirect, Incidental, special
or consequential loss arising under this Contract (whether ornot reasonably foreseeable and even if it had been advisedof the other incurring the same).
The Organizer total liability in contract, tort (including
negligence and breach of statutory duty) or otherwise arising
In connection with this Contract shall be limited to the total
Fees paid by the Exhibitor for the relevant Exhibition inconnection with which such lability arises.
All warranties, conditions and other terms implied by statuteare, to the fullest extent permitted by law, excluded from thisContract.

consents, approvals, authorities, licenses and the like as may
be requisite to its participation in the Exhibition.
15. PRIVACY POLICY
All information will be treated under the Privacy Policy ofMesse Duesseldorf Japan, Ltd, stated in its official website.
16. OTHER OBLIGATIONSEach of the Organizer and the Exhibitor undertakes to theother that it shall use all reasonable endeavors to ensurethat all information, written or oral or in any other form, ofwhatever nature received by it relating to the other shall(save to the extent it is in the public domain) be treated asconfidential and shall not be used or disclosed to any thirdparty except in connection with the participation in theExhibition of the Exhibitor under this Contract or as may berequired by law, by any competent regulatory authority or by
the Exhibition Centre Operator.
Notwithstanding the above the Exhibitor agrees thatthe personal data provided by it in connection with its
participation or proposed participation in the Exhibition may
be used by the Organizer in accordance with clause 15.
17. GOVERNING LAW AND JURISDICTION
This Contract shall be governed by and construed in all
respects in accordance with the laws of Japan and theExhibitor submits to the non-exclusive jurisdiction of theJapanese courts for all purposes relating to this Contract orthe Exhibition.
18. SUPPLEMENTAL CLAUSES
Notwithstanding the provisions of clause 3, the Organizer
reserve the right to issue supplementary regulations
or Instructions in addition to those in these Terms an dConditions, the Exhibitor’s Manual to the extent reasonable toensure smooth management of the Exhibition. Any additional
written regulations or instructions shall be deemed to form
part of these Terms and Conditions and shall be binding on
the Exhibitor.

14. COMPLIANCE WITH LEGISLATIONThe Exhibitor must comply with all relevant legislation,
rules and regulations of the country or territory where
the Exhibition is held and shall be solely responsible forobserving and complying with the same and for obtaining all

ProWine Tokyo 2025
www.prowine-tokyo.com

Page 2/2