Thank you for your interest in SELECT FAIR NEW YORK CITY!
*TERMS AND CONDITIONS FOR PARTICIPATION
EXHIBITOR INFORMATION + APPLICATION FOR CONSIDERATION
In addition to the foregoing information, please submit a maximum of ten (10) high-resolution images for
consideration, and provide a required non-refundable processing fee (See processing fee schedule in section 5). No
application will be processed without the required Processing Fee. By providing this information to Select Industries,
you authorize Select Industries to use your information for marketing and advertising purposes for Select Fair. All
exhibition room assignments are made at the sole discretion of Select Industries and Select Industries does not
guarantee any requested exhibition room locations. Select Industries reserves the right to make changes in exhibition
room assignments at any time.
Acceptance shall occur after a thorough review of Exhibitor’s application and is subject to the sole and absolute discretion of Select Industries. Accepted Exhibitor will be notified in writing via United States mail or E-mail and a copy of this Agreement counter-executed by Select Industries (“Acceptance”). Failure by Select Industries to deliver a fully executed Agreement shall not be construed to mean that Exhibitor is not bound to this Agreement. Accepted Exhibitor may not assign or sublet any part of their exhibition booth without the prior written consent of Select Industries. If accepted to participate in Select Fair, Exhibitor shall be required to provide an immediate deposit of two thousand dollars ($2,000) to reserve its exhibition booth (“Deposit”) as part of its Exhibition Fee. Such Deposit shall be due no later than five (5) days after Exhibitor’s receipt of Acceptance. Failure to remit the Deposit within the deadline will nullify Exhibitor’s Acceptance and Exhibitor will be required to re-submit an application and a new Processing Fee for consideration. The remaining balance shall be payable to Select Industries within thirty (30) days of Acceptance. Failure to make payment in full after thirty (30) days will constitute a breach of this Agreement and will result in a forfeiture of all payments theretofore delivered to Select Industries (including the application fee and Deposit).
Exhibitor is required to provide evidence of insurance for Select Fair in the amount of $1,000,000 per occurrence and $2,000,000 in the aggregate and must be evidenced by a certificate of insurance, naming Select Industries and Venue as additional insured’s, and must be provided to Select Industries no later In the event Exhibitor is unable to procure such insurance, Exhibitor may be eligible to purchase an insurance premium for Select Fair via Select Industries and its associated insurance broker. Such insurance may be purchased from Select Industries for a flat-fee of $175 but is at all times subject to the sole discretion of Select Industries and its associated insurance broker as to the eligibility of Exhibitor. Failure by Exhibitor to secure an adequate insurance policy for the Event shall constitute a breach of this Agreement and shall entitle Select Industries to the full Exhibition Fee theretofore collected by Select Industries. Exhibitor understands that neither Select Industries nor Venue shall obtain insurance coverage protecting the Exhibitors’ artwork or other property. Exhibitor is solely responsible for the safety of its artwork and property and is required pursuant to this provision to secure adequate insurance to safeguard same.
Exhibitor agrees to be bound unconditionally by Select Industries’ guidelines, rules, and regulations. By execution of this Agreement, Exhibitor acknowledges and accepts the following (“Conditions of Participation”). Exhibitor promises to abide by these Conditions of Participation and such further rules and regulations governing the terms of Select Fair as may be implemented by Select Industries in its sole discretion. Exhibitor’s use of the exhibition booth, Venue and premises shall be subject at all times to those rules and regulations adopted by Select Industries. Full payment is due no later than thirty (30) days after execution of this Agreement. If full payment is not received by the applicable date, accepted Exhibitors will be subject to cancellation in order to accommodate potential exhibitors held �n Select Fair’s wait list. In the event that Exhibitor fails to make payments as agreed herein or breaches any term or condition contained herein, Exhibitor shall be in default hereunder, and Select Industries shall have the right to retain Exhibitor’s Deposit, Exhibition Fee (if applicable) and all other monies paid hereunder, and reserves any other remedies it may have in law or in equity with respect to any default by Exhibitor hereunder. Exhibitor agrees not to schedule or conduct any outside commercial activity including, but not limited to, receptions, seminars, symposiums and hospitality suites before, during or after the Event, whether such activities are held at or away from the Venue, except with the written approval of Select Industries.
CANCELLATION POLICY + FORCE MAJEUR
Cost and fees will not be refunded if Exhibitor withdraws at any time. Furthermore, Exhibitor acknowledges and
agrees that any attorney and legal fees incurred by Select Industries due to Exhibitor’s cancellation for any reason
shall be the sole responsibility and obligation of Exhibitor. Should Exhibitor wish to cancel Exhibitor must notify
Select Industries by certified mail no later than thirty (30) days prior to the Event. Failure to do so shall avail
Exhibitor to damages incurred by Select Industries as a result of Exhibitor’s withdrawal. Reductions of booth space
are prohibited. Select Industries may, in its sole discretion, cancel this Agreement and the parties hereto shall be
released of all further obligations and liabilities each may have to the other, except that Select Industries reserves the right to retain any monies paid for good cause, as liquidated damages. If Select Fair is delayed or prevented from performing any of its obligations under this Agreement due to a force majeur event, including, but not limited to, a strike, inclement weather, act of God, or any reason beyond the reasonable control of Select Industries, the period of such delay shall be deemed added to the time herein provided for the performance of any obligation by Select Industries. If performance is no longer possible, Select Industries shall be released of all obligations and liabilities under this Agreement. This Agreement is not subject to cancellation or modification by Exhibitor after execution, except by mutual written Agreement between the parties hereto.
If Exhibitor presents video or artwork that produces any type of noise that Select Industries, in its sole discretion, determines to be interfering with the ability of Select Fair or other exhibitors to conduct business, Exhibitor will be asked to turn the volume on the media down or off, or to remove the media altogether.
4. NAME + LIKENESS
Exhibitor hereby grants to Select Industries the non-exclusive, unfettered and perpetual right throughout the universe to use, at no cost, Exhibitors’ name, likeness, artwork, and biographical materials on any and all promotional and advertising material for the Event and/or Select Industries, or for whatever other purpose Select Industries so deems fit to exploit the Event. Exhibitor acknowledges that Select Industries may film, photograph and document the Event and agrees not to hinder, obstruct or interfere with such photography or video. Exhibitor and any of its artists whose works may be captured in that video or film image consent to the use of these video and/or film images by Select Industries or its agents for commercial purposes in marketing and advertising the Event or any other fair Select Industries is associated with. Exhibitor hereby indemnifies Select Industries against any of Exhibitor’s artists, staff or guests participating in or present at its exhibit, specifically with respect to this provision.
5. WARRANTIES + REPRESENTATIONS
Both parties warrant and represent that they are free to enter into this Agreement, to make the grant of rights made under it and to fully perform in accordance with the terms of this Agreement. Exhibitor is strictly accountable for the authenticity of its artwork, which shall be shown and sold at the Event. Should the authenticity of any work of art be questioned or placed at issue before or during the Event, Select Industries reserves the right to have said work withdrawn from the Event unless Exhibitor can furnish documentation that satisfies Select Industries as to the work’s authenticity. All such decisions are at the sole discretion of Select Industries. Exhibitor hereby indemnifies Select Industries against any and all claims stemming from alleged copyright or intellectual property infringement on any and all materials present in its exhibit.
All display materials used for decoration must be fire retardant. All equipment or devices, electrical or otherwise, used in or about an exhibit must be in good working condition and able to pass fire and/or electrical inspections. Extra materials stored in Exhibitor’s booth must not block access to the exhibit or cover electrical wires or outlets. Exhibitor shall cooperate responsibly with local ordinances and the Venue’s rules regarding health, fire prevention and public safety. If inspection of an Exhibitor’s booth discloses a failure to comply with any applicable law, code or regulation, or if Select Industries determines that all or any part of an exhibit presents a fire hazard or other danger, Select Industries may cause the removal of all or a portion of such exhibit at Exhibitor’s expense.Under no circumstances may the weight of any equipment or exhibit material exceed the Venue’s maximum floor load. Exhibitor accepts full and sole responsibility for any injury or damage to property or persons resulting from failure, knowingly or otherwise, to distribute the load of its exhibit material in conformity with the maximum floor load specifications or to comply with safety regulations set forth herein or indicated to Exhibitor at any time. Exhibitor acknowledges that Select Industries and the Venue reserve the right to remove all persons and property from the exhibition booth without the necessity of or resorting to any legal proceeding and at any time may eject unruly, disorderly or otherwise disruptive persons, or any persons it may, in its sole discretion, deem as unfitting for the Event, from the Venue, including the facilities licensed to Exhibitor and Exhibitor hereby waives any right or claim for damages in connection with the exercise by Select Industries or the Venue of this right.
New York officials will collect sales tax at the conclusion of Select Fair for any artwork sold. Exhibitor is solely responsible for compliance with the New York State and New York City sales tax requirements. Select Industries
bears no responsibility for the failure of Exhibitor to comply with New York State and New York City sales tax
requirements. New York State and New York City combined sales tax is 8.875%.
Exhibitor may use nails and screws to secure artwork to the exhibition booths, however, Exhibitor will be solely
responsible for paying the cost of any excessive damage to the walls as determined by the Venue, in its sole
discretion. Exhibitor hereby authorizes Select Industries to furnish the Venue, including Exhibitors’ booths, with
Select Fair and/or Select Industries branding and/or third party sponsorship material, to be placed in Select Industries’ sole discretion. Branding and/or sponsorship material placed by Select Industries may not be removed by Exhibitor at any time or for any reason. All rules and regulations of all applicable sponsorship agreements and related materials are hereby incorporated into this Agreement and Exhibitor hereby agrees to the terms therein.
9. MOVE-IN AND MOVE-OUT
Customs (if any) must be cleared and handled by licensed contractors. Move-in and move-out dates and times will be listed in Exhibitor’s manual and must be strictly adhered to. In the event that Exhibitor fails to vacate its exhibition booth by the deadline provided, Select Industries or the Venue management will retain a shipper of its choice to package the art works and content of Exhibitor’s exhibition room and transport them to theshipper’s own warehouse for storage until such time as they are retrieved by Exhibitor. Exhibitor hereby releases Select Industries and the Venue for any lost, stolen, or damaged property incurred during this process. Retrieval of the artwork from the shipper will be at Exhibitor’s own expense, and Exhibitor acknowledges that the expense of retrieving the artwork
may include (but not be limited to) the cost of packing, transporting, handling, storing, shipping the artwork, as well as other fees imposed by the shipper. Exhibitor shall not be permitted to load in prior to 11:00 am on May 8th, 2014 and must be set up for exhibition by 6:00 pm on May 8th, 2014. Load out will be conducted started at 7:00 pm on
May 11, 2014. All work must be loaded out by 11:00 Pm on May 11, 2014. Addition time spent in building will
incur a charge of $125 an hour, paid to SELECT upon exit of building. This fee is the cost per hour per booth of
overtime at The Altman Building.
10. BALANCES DUE
For balance due to Select Industries, Exhibitor grants permission to Select Industries to charge any amount due on any credit card provided, including other parties’ credit card on file that are affiliated or exhibiting with Exhibitor. All sales are final. Should Exhibitor have an outstanding balance that is not recouped prior to the Event, Exhibitor will not be allowed into the Event and shipments will not be accepted into the Venue.
Security guard service is provided by the Venue for the duration of the event. This security does not guarantee
Exhibitor against loss, theft, or other mischief and by no way implies an assumption of liability for loss, destruction, theft, or vandalism of any of Exhibitor’s property or injury to any of Exhibitors’ personnel, agents, employees, or guests. This security shall not be construed as any guarantee or indemnification whatsoever to Exhibitor against loss or theft or otherwise, nor does it imply an assumption of liability by Select Industries with respect to any and all of Exhibitors’ property. Exhibitor assumes all risks for transport, installation, and exhibition of art and personal property from its origin location to the Event and back to its origin location. Select Industries does not provide security guards.
12. LIMITATION OF LIABILITY
Exhibitor acknowledges and agrees that Select Industries will not be responsible for the safety or well-being of any art, property, merchandise, or materials consigned to or in the ownership of Exhibitor during Select Fair, as well as during move-in and move-out, or for damage or loss incurred during shipping or transport of art, property or
materials to and from Select Fair. Select Industries shall not be responsible for loss or damage to displays or goods belonging to Exhibitor or consigned to Exhibitor or otherwise brought to Select Industries by or on behalf of
Exhibitor, whether resulting from misuse, negligence, fire, storms, water, air conditioning or heating failure, theft, pilferage, mysterious disappearance, bomb threats or other causes. All such items are brought to Select Fair and displayed at Exhibitor’s own risk, and should be safe-guarded at all times. Exhibitor waives any and all claims
against Select Industries for injury to Exhibitor, its agents, servants, and/or employees while in the exhibition
premises, and for any damage of any nature including damage to its business by reason of the failure to provide space for its exhibit or any failure to hold the exhibition as scheduled
13. GENERAL REMARKS
Special exhibition badges must be worn by Exhibitor and its staff. No signs or banners extending beyond the limits of Exhibitor’s booths will be allowed unless confirmed in advance and in writing by Select Industries. Exhibitor must keep exhibition room staffed and open during Select Fair hours. Select Industries does not guarantee any sales of artwork during the Event. Exhibitor agrees to abide by the aesthetic standards set forth by Select Industries,and agrees to be bound by all rules, regulations, terms and conditions contained in the Exhibitor’s Manual.
a. DISPUTE RESOLUTION. Subject to each party’s right to seek injunctive or equitable relief in a court of
competent jurisdiction, each party agrees to attempt to resolve all disputes under this Agreement in accordance with
the dispute resolution procedures set forth herein. Each party will promptly notify the other in writing of any dispute. Any claim or dispute arising out of or relating to this Agreement, other than a collection proceeding initiated by Select Industries, will be resolved by binding arbitration under the Commercial Rules, but not the administration of the American Arbitration Association. Select Industries, at its option, may initiate proceedings to collect amounts due hereunder from Exhibitor in the appropriate state or local courts of New York. To the extent the Commercial Rules conflict with this provision, this Agreement will control. Either party may seek preliminary or permanent rights and/or remedies, judicial or otherwise, to maintain the status quo until the arbitration award is rendered or the dispute is otherwise resolved.The arbitration will be conducted in New York, New York. Matters concerning proprietary rights will be decided in accordance with the laws of the jurisdiction which grants such rights, and the laws of the State of New York (except its conflict of laws provisions) will govern the interpretation and enforcement of this Agreement. Within ten (10) calendar days of service of a demand for arbitration, the parties will agree upon a sole arbitrator. If a sole arbitrator cannot be agreed upon, a panel of three arbitrators will be named. Each party will select one arbitrator. The two arbitrators selected by the parties will select a knowledgeable and impartial third arbitrator. If the arbitrators appointed by the parties cannot agree upon the third arbitrator within ten (10) calendar days, either party may apply to court of competent jurisdiction for appointment of the third arbitrator. There will be no discovery during the arbitration other than the exchange of the information the parties provide to the arbitrator(s). If damages are to be awarded, the arbitrator(s) will only award equitable relief and compensatory damages and will not award punitive or other non-compensatory damages. The arbitrator(s) will render a decision within sixty (60) calendar days after the date of his/her/their selection or within such period as the parties may otherwise agree. Except as set forth below, each party will be responsible for the fees and expenses incurred by the arbitrator it appointed. The fees and expenses of a sole arbitrator or the third arbitrator (or) will be borne by the losing party. The decision of the arbitrator(s) will be final and binding and may not be appealed. A party may apply to any court having jurisdiction to obtain a judgment enforcing the decision of the arbitrator(s). The parties may cancel or terminate this Agreement in accordance with its terms and conditions without following the procedures in this Section. In the event of any dispute not covered by arbitration set forth herein and stemming from this Agreement or the obligations contained herein, the prevailing party shall be entitled to recover all reasonable legal fees and costs associated with the dispute.
This Agreement is not assignable by Exhibitor without the written consent of Select Industries. The Agreement is fully or partially assignable by Select Industries.
c. EXHIBITOR’S INDEMNIFICATION
Exhibitor agrees to defend, including payment of all costs of defense, indemnify, and hold Select Industries and the Venue harmless in the event any third party brings any claims or lawsuits in any jurisdiction or forum against Select Industries and the Venue for any incident that may occur during the Event, or stemming from the Event, and for Exhibitor’s breach of any representations provided under this Agreement, any act of negligence, recklessness or intentional wrongdoing during the Event, to comply with the standard of care in the field in which it is performing services pursuant to this Agreement, or to perform as required by this Agreement, or in accordance with any laws applicable, including any laws concerning prohibitions against harassment and discrimination.
d. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of New York, without regard to the choice of law
principles thereof. Exhibitor hereby voluntary submits to the personal jurisdiction of the courts located in the State of New York.
All notices required to be given hereunder shall be given in writing and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, at the addresses indicated above, unless a written notice of a change of address has been provided to Select Industries, in which case notice will be given to the latest identified address
Subject to applicable law and upon the consent of Select Industries, this Agreement may be amended, modified, and supplemented only by written agreement signed by both parties or their heirs, representatives, or successors in
interest with respect to any of the terms contained herein.
g. SUCCESSORS AND ASSIGNS.
Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of heirs, executors, administrators, successors, and assigns of the respective parties hereto.
Any party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, or prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted to each of the parties herein are cumulative and shall not constitute a waiver of said party’s right to assert all other legal remedies available to it under the circumstances
j. ENTIRE AGREEMENT –ENFORCEABILITY
This Agreement sets forth the entire agreement between the parties and supersedes all contracts, proposals, oral or written, and all other communications between the parties with respect of the subject matter hereof
By clicking “I agree to Conditions of Participation”
This application, accompanied by the requested information and materials, constitutes an offer for participation in SELECT FAIR. This application is subject to review and approval by Select Industries in its sole discretion and shall become binding pursuant to the terms herein upon the express Acceptance by Select Industries. Exhibitor submits this application with the understanding that, upon Acceptance, it is to be bound unconditionally to the Conditions of Participation.