Terms and conditions:
North Carolina Wine & Jazz, herein called NCWJ, and Company Exhibiting herein called Exhibitor, agree as follows:
Goods or Service Provided: Exhibitor shall provide tastings to each of the event’s attendees. Exhibitor shall bring sufficient product to provide a maximum of 4,000 Tastings (minimum of 8 cases). It is a critical element of this agreement that Exhibitor has enough product and personnel to participate in the North Carolina Wine & Jazz Festival 2025 held May 10th 2025, at Oak Hollow Park 1841 Eastchester Drive, High Point, NC 27261.
Items provided: NCWJ will provide (1) the space, (2) a table for exhibiting, and (3) a tasting cup for participants. Ice will also be made available. All other glassware, or other items, must be supplied by Exhibitor. If Exhibitor requires ice, ice must be kept in Exhibitor’s watertight containers and out of sight, unless in a displayed area.
No Charge: Attendees of the event shall NOT be charged any amount by Exhibitor in return for the tastings provided.
Right to sell: Exhibitors does have the right to sell by the bottle and by the glass at this event. All alcohol must be consumed on premises. All bottle sells must be delivered to attendees exiting our event, or at NCWJ wine bottle pick up tent.
Only Attendees: Tastings shall only be provided to participants with NORTH CAROLINA WINE & JAZZ wristbands. THIS IS A MATERIAL PROVISION OF THIS AGREEMENT.
Default in Occupancy: Exhibit tables must be manned at all times by exhibitor personnel during show hours.
Vendor Space Allocation: NCWJF, has expended and will expend significant money to NORTH CAROLINA WINE & JAZZ FESTIVAL 2025 to produce the event. Because there is limited space at the venue, the space allocated to Exhibitor will be unavailable for allocation to another party to provide Goods or Services to Attendees.
Cancellation by Exhibitor shall significantly impair the event and shall be a breach of this Agreement. In consideration for being able to present at the event in lieu of payment, Exhibitor shall pay NCWJ, a fee of $2,000 if Exhibitor cancels its participation in the event.
Competence: Exhibitor agrees to provide the Goods or Services through fully trained and competent personnel, having a skill level appropriate for the tasks assigned to them.
Legal Responsibility: It is the legal responsibility of Exhibitor to serve alcohol responsibly and in compliance with all City of High Point, and Federal rules, regulations and industry advisories. Exhibitor represents, warrants and covenants that it shall indemnify, defend, and hold harmless NCWJ, its affiliates and each of their respective directors, officers, employees, agents, advisors and each of their respective successors and assigns (collectively, the “Indemnified Parties”) from and against any and all liabilities, losses, damages, penalties, costs and expenses with respect to any claim, suit, action, demand, proceeding or similar dispute made or brought against any of the Indemnified. Parties as a result of the services performed pursuant to this agreement. Exhibitor represents, warrants and covenants that it shall indemnify, defend, and hold harmless the Indemnified Parties against any loss, damage, expense, assessment, judgment, offer in compromise, or monetary penalty imposed or incurred by the Indemnified Parties by reason of any act or omission on the part of Exhibitor or Exhibitor’s employees, agents, invitees and guests.
Legal ability: Exhibitor represents and warrants that it possesses whatever permit is necessary, if any, to conduct a tasting of its product(s). Exhibitor shall follow all City of High Point, NC ABC laws in staffing and serving from Exhibitors' area.
Limitation of Liability: Exhibitor agrees to indemnify and hold harmless NCWJ, the organizer, its affiliates, the exhibition hall facility and the owners, directors, officers, employees, representatives and other agents (collectively, the "Indemnified Parties") against all claims, losses, suits, damages, judgments, expenses, costs and charges of every kind arising from or related to this Agreement, the Exhibitor"s participation in the Show, including, without limitation, by reason of personal injuries, death, property damages or any other cause sustained by any person. The Indemnified Parties shall not be responsible for any loss or damage to displays or goods belonging to Exhibitor, whether resulting from fire, storms, theft, pilferage, mysterious disappearance, bomb threats or other causes. Such items are brought to the Show and displayed at Exhibitor"s own risk and should be safeguarded at all times and covered by Exhibitor"s own insurance as necessary and as specified below. Notwithstanding any other provision of this Agreement, under no circumstances shall NCWJ, be held liability to Exhibitor arising under this Agreement or related hereto exceed amounts paid as Exhibition Fees by Exhibitor hereunder. Exhibitor agrees that NCWJ, its affiliates nor any third parties nor any of their owners, directors, officers, employees, representatives or other agents shall have any liability in the event of any errors in any promotional material or electronic system where Exhibitors name or information may appear. Exhibitor agrees to indemnify NCWJ, and its affiliates and their respective owners, directors, officers, employees, representatives or other agents against and hold each of them harmless from any claims and from all damages, costs and expenses, including without limitation, attorneys" fees, and amounts
paid in settlement incurred in connection with claims arising out of the acts or negligence of Exhibitor and Exhibitor"s owners, directors, officers, employees, representatives or other agents.
Exhibitor Conduct: Exhibitor shall conduct and operate its display so as not to annoy, endanger or interfere with the rights of other Exhibitors and Attendees. Any practice resulting in complaints from any other Exhibitor or Attendee, which, in the sole opinion of NCWJ, interferes with the rights of others or exposes them to annoyance or danger, may be prohibited by NCWJ. Exhibitor’s authorized representatives will conduct business, including but not limited to the distribution of samples, the preparation of sampling of products and the distribution of product literature, only from within Exhibitor’s area.
Delivery of Goods and Displays: NCWJ, is not responsible for the delivery of any displays, goods or other items. Exhibitor is solely responsible for its displays, goods or other items.
Care and Removal of Displays: Exhibitor must, at Exhibitor’s expense, keep displays clean and in good order at all times. Exhibitor must keep packing material, items not used in the displays and any personal belonging out of sight. All displays must remain fully intact until the Show has officially ended. Disturbing or dismantling a display prior to the official closing hour of the Show will not be permitted. Displays must be removed at the conclusion of the Show. In the event any Exhibitor fails to remove its Display in the allotted time, NCWJ reserves the right, at Exhibitor"s expense, to ship the Display through a carrier of NCWJ choosing or to place the same in a storage warehouse subject or make such other disposition of the property as it may deem desirable without any liability to NCWJ.
Damage to Property: Exhibitor is liable for any damage caused by Exhibitor and its agents to the building, including, without limitation, doors, floors, walls, columns or ceilings, or to other Exhibitors" property. Exhibitor may not hang, tape, or suspend any items from the walls, ceilings, or columns within the property at any time. Existing furniture works of art, fixtures, or equipment may not be moved by Exhibitor, their agents, representatives, guests or invitees.
Signs: No display or advertising will be allowed to extend beyond the table space or contracted areas allotted to Exhibitor. NCWJ, reserves the right to reject, eject or prohibit any Exhibitor or display, in whole or in part if exhibitor violates any of the show rules either written or oral.
Show Floor Plan: NCWJ, reserves the right, in its sole discretion and for any reason, to determine and change the location of the Exhibitor.
Subleasing: Exhibitor shall not assign, sublet, share or transfer all or part of its contracted space, without the prior written consent from NCWJ. Exhibitor may not exhibit or advertise articles not approved by NCWJ, except where such articles are required for the proper demonstration or operation of its display. The decision by NCWJ, in all instances shall be final. Exhibitors will not display any items not specified in this Agreement and Exhibitor will permit only authorized representatives of Exhibitor to work in Exhibitor’s Booth.
Breach: If the Exhibitor does not honor the terms of this Agreement or otherwise breaches this Agreement, a mandatory fee of $2,000 shall be due by Exhibitor for each instance of breach, payable to NCWJ.
Termination of Displays: In the event that the exhibition hall facility in which the event is to be conducted shall become, in the sole discretion of NCWJ, unfit for occupancy, or in the event that the holding of the Show, or the performance of NCWJ, under this Agreement are substantially or materially interfered with by virtue of any cause or causes not reasonably within the control of NCWJ, this Agreement and/or the event (or any part thereof) may be terminated by NCWJ. NCWJ shall not be responsible for delays, damage, loss, increased costs or other unfavorable conditions arising by virtue of cause or causes not reasonably within the control of NCWJ. NCWJ shall not be liable for any losses or damages of any type or description, including consequential and/or incidental damages, suffered by Exhibitor as a result of any rescheduling or cancellation of the Show. Exhibitor’s sole remedy will be the return of Exhibitors Show Fee.
Resolution of Disputes at the event: In the event of a dispute or disagreement at the Show between: Exhibitor and Contractor; Exhibitor and any laborer; Exhibitor and another Exhibitor or other Exhibitors; Exhibitor and Attendee(s); Exhibitor and any Show Representative (Including but not limited to Show Management); or Exhibitor and any other third party; then Exhibitor agrees to be bound by NCWJ, decision concerning the dispute.
Governing Law: This agreement shall be governed in all respects by the laws of North Carolina, without regard to such jurisdiction’s conflict of laws or choice of law rules.
Severability: If any provision of this agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this agreement shall continue in full force and effect without such provision, and the invalidity of any such portion shall not affect the force, effect, and validity of the remaining portion hereof.
Successors and Assigns: Exhibitor shall not assign its rights and obligations hereunder unless Exhibitor obtains the prior written consent of NCWJ, which may be withheld in the sole and absolute discretion of NCWJ. This agreement shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties hereto.
Entire Agreement: This agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof. Neither this agreement nor any term hereof may be amended, waived, discharged, or termination is sought. This document is the full, accurate, complete, and final agreement between the parties to this agreement. This Agreement and the exhibits attached here to contain the entire agreement of the parties with respect to the subject matter of this Agreement, and supersede all prior negotiations, agreements and understandings with respect thereto. This Agreement may only be amended by a written document duly executed by all parties. There have been no representations, warranties or promises outside of this agreement.
Construction: The parties have participated jointly in the negotiation and drafting of this letter agreement. If an ambiguity or question of intent or interpretation arises, this letter agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this letter agreement.
Waiver: No waiver of any provision of this agreement shall be deemed to be a waiver of another provision or a future waiver of the same provision. All waivers of rights or obligations set forth in this agreement must be made in a writing signed by the party waiving such rights or obligations.
No Representations: There are no other representations by NCWJ, except as set forth in this document. NCWJ, shall not be deemed to have breached this agreement by reason of its failure to perform any of its obligations if caused by Force Majeure.
Authority to Execute: Exhibitor represents and warrants that it is fully authorized to enter into this Agreement without the joinder of any other person or entity, and the person executing this Agreement has full authority to do so and that any and all corporate, partnership or joint venture action required has been taken
Counterparts: The agreement may be executed in counterparts by original or facsimile signature, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.
TERMS & CONDITIONS: I have read all the terms and conditions set herein and agree to abide by all. I further agree to have enough samples for the anticipated attendance that may stop by my space. I must pay all Exhibitor fees as per the schedule listed above and understand that failure to do so will result in the cancelation of my Exhibitor Space and loss of any/all fees paid. No agreement is final until approved by NORTH CAROLINA WINE & JAZZ FESTIVAL 2025.
