A. “Agreement” means collectively the Proposal and these Standard Conditions of Sale.
B. “Client Property” means all property purchased from GES, stored with GES and all property shipped, brought to a Show or purchased at a Show by or for Client.
C. “Proposal” means the Proposal prepared by GES for Client’s signature that describes the services to be provided under this Agreement and incorporates these Standard Conditions of Sale. Upon Client’s execution prior to the Proposal’s stated expiration date, a Proposal becomes a binding contract upon the parties.
D. "Services" means collectively the services provided and tangible personal property rented or purchased by Client as set forth in the Proposal, a GES change order or an order placed with GES at a Show site.
E. "Show" means the exhibitions(s), event(s), tradeshow(s) or convention(s) identified in the Proposal.
2. PRICES AND PAYMENTS
A. Payments shall be made to GES in accordance with the payment terms stated in the Proposal, or if applicable payment terms not stated there, payment is due net 10 days from invoice date. If stated on the Proposal as an acceptable payment method, Client may use an approved credit card to remit payment for charges that, in the aggregate, are under $15,000.
B. Client shall have ten (10) days from the invoice date to detail in writing any contested charges. Any charges not contested by Client within such ten (10) day period shall be deemed correct. Client shall pay GES all uncontested invoice charges in accordance with the applicable payment terms. Client shall work with GES to promptly resolve contested charges and remit payment to GES within ten (10) days of resolution.
C. A finance charge at the maximum legal rate (or if no maximum is specified, at a rate of 18% per annum) will be charged on overdue balances. Finance charges shall continue to accrue while an overdue balance remains unpaid. In the event that GES initiates a collection effort against Client, Client shall pay GES its costs of collection (including, but not limited to, collection agency fees) incurred by GES up to 20% of the principal amount owed and, in the event of a lawsuit or arbitration, all costs and reasonable attorneys’ fees.
D. Any taxes, government charges or fees which GES may be required to pay or collect, under any existing or future law, upon or with respect to Services provided under this Agreement are the sole responsibility of the Client and shall be remitted by the Client to GES upon demand (except taxes based or assessed on GES' net income).
E. Unless payment is received in advance, deliveries and performance of services are at all times subject to the approval of GES’ Credit Department. If Client is not current in payments, GES may defer or cancel further deliveries, require satisfactory security from Client prior to shipment, hold Client liable for damages or any combination of the foregoing. GES retains and Client hereby grants to GES a purchase money security interest in the goods described and sold under this Agreement, all additions and accessions thereto, and the proceeds thereof, to secure payment of credit granted. Client agrees to sign and permit the filing of any additional documents necessary to protect GES’ security interest, and permits the filing of a photocopy of this document as a financing statement.
F. GES’ charges and costs for services (including, but not limited to, transportation and related services) are based, in part, upon contract rates and costs in effect at the date of the Proposal, which may be subject to adjustment on the basis of aggregate services performed or volume, or otherwise, which adjustments, if made, will not reduce cost to Client. Client shall pay the management fee or mark-up added shown on the Proposal (or otherwise applicable to Change Orders and Show site orders) to all services completed or provided by a third-party.
3. EXHIBIT SERVICES
A. Client may inspect goods constructed by GES to confirm their conformance to agreed specifications. Inspection shall occur at GES’ plant prior to shipment to Client, storage or elsewhere. GES will make reasonable facilities available to conduct the inspection. Inspection and acceptance shall be final. Shipments shall F.O.B. shipping point.
B. GES constructs and refurbishes goods in accordance with current industry standards, subject to GES’ standard terms of warranty stated in Section 9 of these Standard Conditions of Sale. GES performs work within GES’ tolerances and variations for dimensions, weight, straightness, selection, surface conditions, composition, mechanical properties, and internal conditions – all of which are consistent with practical manufacturing and inspection methods. Because fabrication and finish materials as well as buyout materials can be discontinued without notice, GES reserves the right to substitute materials and/or products with equivalents, based upon the availability at the time of service.
C. All rentals commence at GES’ shipping point. Charges may apply for the repair or replacement of damaged or lost rental items.
Graphics described in the Proposal are priced as being produced from “production ready” artwork and other materials supplied by Client or its agent. If artwork or other material supplied to GES is not “production ready”, the prices are no longer valid and must be re-priced or produced on a “time and materials” basis. Any conversions, manipulation or additional graphic artist labor required to create the deliverable will be invoiced on a time and materials basis.
5. TRANSPORTATION SERVICES
A. All transportation charges shall be F.O.B. shipping point and include charges for all GES’ transportation related services. Any prepayment for transportation related services by GES are for the account of Client, and will be invoiced to Client in accordance with the payment terms stated on the Proposal.
B. When arranging third-party transportation services, GES shall not be Client’s shipping agent but will contract for an established carrier or forwarding agent to forward to destination goods shipped.
C. CLAIMS LOSS OR DAMAGE DURING TRANSPORTATION ARE MADE DIRECTLY AGAINST THE TRANSPORTATION SERVICE PROVIDER IN ACCORDANCE WITH ITS CLAIM PROCESS. GES IS NOT RESPONSIBLE FOR LOSS OR DAMAGE DURING TRANSPORTATION AND DOES NOT PURCHASE INSURANCE ON SHIPMENTS.
6. STORAGE SERVICES AND WAREHOUSEMAN’S LIEN
A. Unless otherwise stated in the Proposal, Client will be charged for in/out handling of Client Property at GES’ then prevailing local market rate. Local rates vary depending on location and market conditions. In the event Client requests the final or permanent removal of any Client Property from a GES facility, Client shall pay GES its then prevailing local rate to conduct a final inventory and full inspection of such goods prior to removal.
B. Client will be charged for storage of Client Property at the applicable local rate based upon the total number of cubic feet that Client Property occupies. Unless otherwise stated in the Proposal, storage charges will be computed on a monthly basis and billed quarterly to Client. Warehouse services are intended for Client Property being actively used in trade show programs. Notwithstanding the storage charges provided in the Proposal, during such periods that Client Property in storage with GES is inactive for more than twelve months or more, GES reserves the right from time-to-time to increase warehouse fees on Client Property upon thirty (30) days written notice to Client.
C. Client acknowledges that GES shall have a warehouse (or storer’s) lien upon Client Property in accordance with the terms of this Agreement and the Uniform Commercial Code of the State where the properties are stored. This lien applies to, but is not limited to, Client Property presently stored or hereafter stored with GES. This warehouse lien shall apply to all charges owed by Client to GES including, but not limited to, charges for storage, storage related services, maintenance, repair, construction, transportation, transportation related services, show services, and final inventory and inspection, all as permitted by UCC § 7-209, as enacted in the State where the property is located. If such charges are not paid when due, GES may, after due notice in writing to the Client, sell or dispose of any Client Property at public or private sale to pay such charges and all expenses, costs of collection, court costs and reasonable attorneys’ fees incurred in collection efforts or enforcing this lien and/or any other security interest, as permitted by UCC § 7-210 as enacted in the State where the property is located. GES will release Client Property according to Client’s instructions upon receipt of payment, without liability to GES, of all charges and other amounts owed to GES.
7. INSURANCE AND RISK OF LOSS
A. CLIENT IS ADVISED TO OBTAIN INSURANCE COVERING CLIENT PROPERTY AT ALL TIMES. GES DOES NOT CARRY INSURANCE ON CLIENT PROPERTY INCLUDING, BUT NOT LIMITED TO, GOODS PURCHASED OR RENTED FROM GES.
B. CLIENT SHALL HAVE RISK OF LOSS FOR CLIENT PROPERTY AT ALL TIMES. GES IS NOT RESPONSIBLE FOR CLIENT PROPERTY DAMAGED, STOLEN OR LOST DURING TRANSPORTATION, IN STORAGE, WHILE BEING HANDLED, OR AT A SHOW. AT NO TIME SHALL GES BE LIABLE FOR FIRE, WATER DAMAGE, THEFT, LOSS OF PROPERTY OR OTHER RISKS OR DAMAGES TO ANY PROPERTY AT A SHOW SITE INCLDUING, BUT NOT LIMITED TO, WITHIN THE EXHIBIT SPACE.
8. INTELLECTUAL PROPERTY
A. All exhibit designs and related developments, discoveries, inventions, improvements, drawings, plans, sketches, specifications and other concepts, documents, data, works or materials made, created or acquired by GES pursuant to this Agreement (“Work Product”), together with the patent, copyright, trade secret and all other intellectual property rights therein, are and shall remain the sole property of GES, and Client shall have no rights therein except as provided in subsection B below. Work Product and the information contained therein COMPRISE TRADE SECRETS OF GES, AND ARE PROTECTED AS UNPUBLISHED WORKS UNDER COPYRIGHT LAW.
B. Upon payment in full by Client to GES of the purchase price, Client shall: (1) own title to goods delivered to Client; and (2) have a non-exclusive, perpetual right to publicly display such goods, but shall not have the right to make or distribute copies thereof nor the right to make derivative works based thereon.
C. Notwithstanding the forgoing, GES does not obtain any interest in trademarks, service marks, logos, internet addresses or other marketing content provided by Client for use by GES in connection with rendering Services to Client.
D. GES shall have the right to include representations of any designs embodied in Work Product, including renderings or photographs, in GES’ advertising materials.
A. GES warrants that its goods sold hereunder shall be constructed or refurbished, as the case may be, in accordance with current standards prevailing in the industry for similar work, and that any new goods furnished hereunder shall be free from defects in materials and workmanship. Additionally, GES warrants that its Services (including, but limited to, repairs) will be performed in a good and workmanlike manner.
B. Client shall provide prompt written notice of a claim for defective services rendered at a Show. If within ninety (90) days of the shipment of any goods furnished or services performed by GES, such goods or services are discovered to be defective solely as a result of GES’ failure to comply with a warranty provided in this Agreement, upon receipt of Client’s written request, GES shall either correct the defect, re-perform the services or refund Client all or a portion of the applicable price, at GES’ option. The forgoing shall constitute Client’s sole and exclusive remedy for any non-compliance.
C. If any labor, repair or replacement parts are required due to either: (1) accident, negligence, misuse, theft, vandalism, fire, water or other peril; (2) exposure to conditions outside of specifications, including but not limited to, electrical power, temperature, humidity or dust; (3) use other than normal use; or (4) repair, alterations or wiring by anyone other than GES or its subcontractors, then GES’ warranties and repair obligation provided in this Agreement shall not apply.
D. GES does not warrant, and is not responsible for, services provided by contractors appointed by the facility.
E. GES MAKES NO WARRANTIES EXCEPT THOSE EXPRESSLY CONTAINED IN THIS AGREEMENT. GES DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS IMPLIED BY LAW, USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
F. Performance of services sourced from third party contractors are governed by the third party contractor’s terms published or otherwise provided for the show or event, which are available to Client. Although GES endeavors to mitigate losses resulting from acts, omissions or failures of third party suppliers, GES IS NOT LIABLE FOR THIRD PARTY CONTRACTORS WHEN GES IS SOURCING THIRD PARTY SERVICES FROM INDEPENDENT THIRD PARTIES.
G. Any representation, warranty or affirmation concerning GES or the goods or services provided under this Agreement must be expressly stated in this Agreement or a written amendment signed by an authorized representative of GES. Otherwise, no agent, employee, or representative of GES is authorized to bind GES to any representation, warranty or affirmation of any nature.
H. After expiration of the 90 day warranty period all repair and maintenance services shall be in accordance with GES’ then standard practice and price schedule.
10. CLIENT WARRANTY AND INDEMNITY
A. In the event any construction, fabrication, refurbishment, modification, maintenance, repair or adaptation (“Shop Work”) is provided by GES based on any design, drawing, plan, sketch, specification, sample, concept, data, or other document (“Design”), or on any exhibit, display, kiosk, equipment, item or other property (“Show Property”), made or created by Client or any third party on its behalf, then: (1) Client represents that Client has the right to authorize GES to perform the Shop Work; (2) Client warrants that the Design is original and does not infringe, in whole or in part, nor will any Shop Work with the Design infringe, any patent, copyright, industrial design, trade secret or any other intellectual property right of any third party; and (3) Client shall indemnify and hold harmless GES, its affiliates, subsidiaries and associates from and against any and all losses, damages, claims, lawsuits, judgments, liabilities or expenses (including reasonable attorneys’ fees) for defense thereof which in any manner arise out of or are connected with the Design or the Show Property.
B. In the event that GES provides any Design or Show Property created by GES from which Client or a third party performs any Show Work, then: (1) Client shall assume sole risk, liability and legal exposure in connection therewith; and (2) Client shall indemnify and hold harmless GES, its affiliates, subsidiaries and associates, from and against any and all losses, damages, claims, lawsuits, judgments, liabilities and expenses (including attorneys’ fees) for defense thereof which in any manner arise out of or are connected with the Design or the Show Property.
11. PERSONAL DATA
12. LIMITATION OF LIABILITY
A. The following limitations of GES’ liability are acknowledged by the parties to be fair and reasonable and shall apply to any act or omission under this Agreement, including, but not limited to, any breach hereof: (1) GES’ AGGREGATE LIABILITY FOR CLAIMS ARISING FROM THIS AGREEMENT SHALL BE LIMITED TO THE PRICE OF SERVICES RENDERED UNDER THIS AGREEMENT; AND (2) IN NO EVENT SHALL GES BE LIABLE FOR SPECIAL DAMAGES, INCIDENTAL DAMAGES, INDIRECT DAMAGES, CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE OR USE, EVEN IF GES IS APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
B. THESE LIMITAIONS SHALL APPLY: (1) WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT, NEGLIGENCE, INDEMNIFICATION, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY; AND (2) NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY.
C. Although GES endeavors to prevent losses resulting from failures of independent third parties contracted by GES on Client’s behalf, GES is not responsible for such third parties’ acts or omissions, or performance or non-performance, at Shows or otherwise.
Neither party shall be liable for any damages sustained from delay or non-performance due to events beyond its reasonable control, including without limitation, strikes or other labor disputes, weather, earthquakes, fires, floods, war, riots, civil disorder, acts of terrorism, failure of power or utilities and government acts. If an occurrence over which neither party has reasonable control arises which would prevent, postpone, interrupt, or require cancellation of the Show, Client shall pay GES for all Services performed and all expenses incurred up to the effective date of the postponement or cancellation including, without limitation, any third party obligations incurred by GES as a result of the Services. Notwithstanding the foregoing, this Section 13 shall not apply to the financial inability of a party to perform hereunder, or to any changes in the economy or marketplace.
Sections 1, 5c, 6c, 8, 9, 10, 11, 12 and 15 shall survive any expiration or termination of this Agreement.
This Agreement may be executed in counterparts (including, without limitation, electronic signatures) delivered by .PDF, facsimile, original or otherwise, and together shall constitute a single binding agreement. This Agreement is not intended to create an agency or joint venture relationship between GES and Client. Neither party shall have any authority to bind the other to any obligation with respect to any third parties, unless specifically provided for in this Agreement or otherwise agreed to in writing by the parties. If any term of this Agreement is declared to be unenforceable, then this Agreement shall continue in full force and such term shall be replaced with an enforceable term that approximates as closely as possible the original commercial intention of the parties. If either party breaches this Agreement, except as expressly limited by this Agreement, the other party shall be entitled to pursue all of remedies and damages available by contract or law including, but not limited to, in GES’ case, compensation based on GES’ standard mark-ups for third party costs. Client shall pay GES such amounts within ten (10) days of invoice date. In any arbitration or court action arising out of this Agreement, the prevailing party shall be entitled to reimbursement from the other party for its costs and expenses incurred in connection with the dispute including, but not limited to, reasonable attorneys’ fees.
16. ENTIRE AGREEMENT
A. This Agreement evidences the entire agreement between the parties with respect to the Services and supersedes all prior written or oral representations or agreements. This Agreement may be modified ONLY by express written agreement signed by the party against whom enforcement is sought and may not be altered, modified or waived orally, by course of performance, course of dealing or usage of trade.
B. Purchase orders supplied by Client are for administrative purposes only, and their terms and conditions shall not apply to this Agreement even if signed by GES and returned to Client. GES hereby notifies Client of its objection to, and rejection of, any terms or conditions stated by Client, whether or not material, that are in conflict with, inconsistent with, or in addition to those contained in this Agreement. Client’s acceptance is EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT.
ALWAYS HONEST COMPLIANCE & ETHICS HOTLINE
GES is proud to be a corporation with defined Core Values and our Always Honest Compliance and Ethics program to promote honest and ethical behavior on the part of all GES employees. Strict compliance with all applicable government laws and regulations and accurate and timely reporting is part of the GES business culture. Any potential conflict or violation of our standards for governance and behavior should be reported to our Always Honest hotline number 1-800-443-4113.