Payment and Labor
You are entering a contract which limits your possible recovery in case of loss or damage.
The terms and conditions set forth below become part of the Contract between AES and you, the EXHIBITOR. Acceptance of said terms and conditions will be construed when any of the following conditions are met:
- THE METHOD OF PAYMENT FORM IS SIGNED; OR
- AN ORDER FOR LABOR, SERVICES AND/OR RENTAL EQUIPMENT IS PLACED BY EXHIBITOR WITH AMERICAN EXPOSITION SERVICES; OR
- WORK IS PERFORMED ON BEHALF OF EXHIBITOR BY LABOR SECURED THROUGH AMERICAN EXPOSITION SERVICES.
DEFINITIONS. For purposes of this Contract, ”AES” means American Exposition Services, Inc., and their respective employees, directors, officers, agents, assigns, affiliated companies, and related entities including, but not limited, to any subcontractors AES may appoint. The term “EXHIBITOR” means the Exhibitor, its employees, agents, representatives, and any Exhibitor Appointed Contractors (“EAC”).
PAYMENT. Full payment, including any applicable tax, is due at the time services are ordered. Services will be denied without complete payment. All payments must be in U.S. funds and all checks must be drawn on a U.S. bank. Declined credit cards and returned checks are subject to a $35.00 surcharge. Orders received without advance payment or after the deadline date will incur additional after deadline charges as indicated on each order form (aka Standard Rate). All materials and equipment are on a rental basis for the duration of the show or event and remain the property of AES except where specifically identified as a sale. All rentals include delivery, installation, and removal from EXHIBITOR’S booth. If EXHIBITOR is exempt from payment of sales tax, AES requires an exemption certificate for the State in which the services are to be used. Resale certificates are not valid unless EXHIBITOR is rebilling these charges to its customers. For International EXHIBITORS, AES requires 100% prepayment of advance orders, and any order or services placed at show site must be paid at the show. For all others, should there be any pre-approved unpaid balance after the close of the show; terms will be net, due and payable in Sacramento, California upon receipt of invoice. Effective 30 days after invoice date, any unpaid balance will bear a finance charge at the lesser of the maximum rate allowed by applicable law, or 1.5% per month, which is an annual percentage rate of 18%, and future orders will be on a prepaid basis only. If any finance charge hereunder exceeds the maximum rate allowed by applicable law, the finance charge shall automatically be reduced to the maximum rate allowed, and any excess finance charge received by AES shall be either applied to reduce the principal unpaid balance or refunded to the payer. If past due invoices or invoice balances are placed with a collection agency or attorney for collection or suit, EXHIBITOR agrees to pay all legal and collection costs. These payment terms and conditions shall be governed by and construed in accordance with the laws of the State of California. In the event of any dispute between the EXHIBITOR and AES relative to any loss, damage, or claim, such EXHIBITOR shall not be entitled to and shall not withhold payment, or any partial payment, due to AES for its services, as an offset against the amount of any alleged loss or damage. Any claims against AES shall be considered a separate transaction, and shall be resolved on its own merits. AES reserves the right to charge EXHIBITOR for the difference between the EXHIBITOR’S estimate of charges and the actual charges incurred by EXHIBITOR, or for any charges that AES may be obligated to pay on behalf of EXHIBITOR, including without limitation, any shipping charges. If EXHIBITOR provides a credit card for payment and charges are rejected by the EXHIBITOR’S credit card company for any reason, AES hereby provides notice that it reserves the right, and EXHIBITOR authorizes AES, to continue to attempt to secure payment through that credit card for as long as unpaid balances remain on the EXHIBITOR’S account.
CANCELLATION POLICY. In case of cancellation of any orders or services by EXHIBITOR, a one-hour “per person, per hour” charge will be applied for all labor orders that are not canceled in writing at least 24 hours prior to the scheduled start time. If services have already been provided at the time of cancellation, a minimum of 50% restocking fee will be applied to all AES standard rental items. If Premier Carpet, Custom-Cut Carpet, Modular Rental Exhibits and any other custom-order items or services have already been provided at the time of cancellation, fees will remain at 100% of the original charge. If the Show or Event is cancelled because of reasons beyond AES’S control, EXHIBITOR remains responsible for all charges for services and equipment provided up to and including the date of cancellation. It is EXHIBITOR’S responsibility to advise the AES Service Center Representative of problems with any orders, and to check the EXHIBITOR’S invoice for accuracy prior to the close of the Show or Event. Products or services with specific cancellation clauses will retain precedence.
LABOR RESPONSIBILITIES. AES assumes no liability for loss, damage, or bodily injury arising out of EXHIBITOR’S supervision of AES provided labor. If AES supervises labor for a fee, AES shall be liable only for actions or claims arising out of its negligent supervision. Such liability shall be limited to the cost to EXHIBITOR of the supervised labor or the depreciated value of the goods, whichever is less. If EXHIBITOR elects to use unsupervised labor, then EXHBITOR assumes all liability for the actions or claims that arise out of such work, including but not limited to loss, damage or bodily injury and shall provide AES and show management with an indemnity, including defense costs, for any claims that result from EXHIBITORS’ supervision or failure to supervise assigned labor.
INDEMNIFICATION. EXHIBITOR agrees to indemnify, hold harmless, and defend AES from and against any and all demands, claims, causes of action, fines, penalties, damages, liabilities, judgments, and expenses (including but not limited to reasonable attorneys’ fees and investigation costs) for bodily injury, including any injury to AES employees, and/or property damage arising out of work performed by labor provided by AES but supervised by EXHIBITOR. Further, the EXHIBITOR’S indemnification of AES includes any and all violations of Federal, State, County or Local ordinances, "Show Regulations and/or Rules" as published and/or set forth by Facility or Show Management, and/or directing labor provided by AES to work in a manner that violates any of the above rules, regulations, and/or ordinances.
IMPORTANT
Please refer to AES’s “Material Handling / Drayage” terms & conditions as it relates to material handling services. Contract terms depend on the nature of services secured by EXHIBITOR through AES. Terms & Conditions may vary for each type of service ordered through AES.
Material Handling / Drayage
You are entering a contract which limits your possible recovery in case of loss or damage.
Acceptance of said terms and conditions will be construed when any of the following conditions are met:
- THE MATERIAL HANDLING ORDER FORM IS SIGNED; OR
- AES BILL OF LADING IS SIGNED; OR
- EXHIBITOR’S MATERIALS ARE DELIVERED TO AES WAREHOUSE OR TO AN EVENT SITE FOR WHICH AES IS THE OFFICIAL SHOW CONTRACTOR; OR AN ORDER FOR LABOR AND/OR RENTAL EQUIPMENT IS PLACED BY EXHIBITOR WITH AES.
1. DEFINITIONS. For purposes of this Contract, AES means American Exposition Services, Inc., and its employees, directors, officers, agents, assigns, affiliated companies, and related entities. The term “Exhibitor” means the Exhibitor, its employees, agents, representatives, any Exhibitor Appointed Contractors (“EAC”), and any persons receiving services from AES.
2. PACKAGING, CRATES AND STORAGE. AES shall not be responsible for damage to loose or uncrated materials, pad-wrapped or shrink-wrapped materials, glass breakage, concealed damage, carpets in bags or poly, or improperly packed or labeled materials. AES shall not be responsible for crates and packaging which are unsuitable for handling, in poor condition, or have prior damage. Crates and packaging should be of a design to adequately protect contents for handling by forklift and similar means. AES will not accept any crates or packaging containing hazardous materials. Goods requiring cold storage and those in accessible storage are stored at Exhibitor’s own risk. AES assumes no responsibility or liability for loss or damage to goods in cold storage or accessible storage.
3. EMPTY CONTAINERS. Empty container labels will be available at the show site service desk. Affixing labels to the containers is the sole responsibility of Exhibitor or its representative. All previous labels must be removed or obliterated. AES assumes no responsibility for: error in the above procedures; removal of containers with old empty labels and without AES labels; or improper information on empty labels. AES will not be liable for loss or damage to crates and containers or their contents while same are in empty container storage.
4. INBOUND / OUTBOUND SHIPMENT(S). There may be a lapse of time between the delivery of shipment(s) to the booth and the arrival of Exhibitor, or a lapse of time between the completion of packing and the actual pickup of materials from the booths for loading onto a carrier and during such times, Exhibitor materials will be left unattended. AES is not responsible or liable for any loss, damage, theft, or disappearance of exhibitor’s materials after they have been delivered to exhibitor’s booth at show site or before they have been picked up for reloading at the conclusion of the event. AES recommends the securing of security services from Facility or Show Management. All Material Handling Agreements submitted to AES by Exhibitor will be checked at the time of pickup from the booth and corrections will be made where discrepancies exist between the quantities of items on any form submitted to AES and the actual count of such items in the booth at the time of pickup.
5. WEIGHTS & MEASURES. Whenever possible, AES contracts the use of calibrated ‘Scaled’ lifts and equipment for the purposes of weighing Exhibitor’s materials to minimal tolerances. A non-official receipt will likely accompany each shipment’s Receiver and a copy of this receipt is available upon request. Exhibitor will assume certified weigh tickets and/or scale certificates from any Department of Weights & Measures will not be available nor provided. If Exhibitor requires these certified documents, a formal written request must be provided thirty (30) days prior to show move-in. Additional fees will apply. In the case where scales are not available, Exhibitor assumes AES will use the inbound Bill of Lading and/or ‘estimated’ weight to determine material handling fees.
6. DELIVERY TO THE CARRIER FOR RELOADING. AES assumes no responsibility for loss, damage, theft, or disappearance of Exhibitor’s materials after they have been delivered to Exhibitor’s appointed carrier, shipper, or agent for transportation after the conclusion of the show. AES loads the materials onto the carrier under directions from the carrier or driver of that carrier. Any loading onto the carrier will be understood to be under the exclusive supervision and control of the carrier or driver of that carrier. AES assumes no responsibility for loss, damage, theft or disappearance of exhibitor’s materials that arises out of improperly loaded or labeled materials.
7. DESIGNATED CARRIERS. AES shall have the authority to change the Exhibitor designated carrier if that carrier does not pick up the shipment(s) at the appointed time. Where no disposition is made by Exhibitor, materials may be taken to a warehouse to await Exhibitor’s shipping instructions and Exhibitor agrees to be responsible for charges relating to such rerouting and handling. In no event shall AES be responsible for any loss resulting from such rerouting designation.
8. FORCE MAJEURE. AES shall be responsible only for those services which it directly provides. AES assumes no responsibility for any persons, parties, or other contracting firms not under AES’s direct supervision and control. AES’s performance hereunder is subject to, and AES shall not be responsible for loss, delay, or damage due to, strike, lockouts, work stoppages, natural elements, vandalism, Act of God, civil disturbances, power failures, explosions, acts of terrorism or war, or for any other cause beyond AES’s reasonable control, nor for ordinary wear and tear in the handling of materials.
9. INSURANCE. It is understood that AES is not an insurer. Insurance on exhibit materials, if any, shall be obtained by exhibitor in amounts and for perils determined by exhibitor. Exhibitor agrees to provide AES with a release of subrogation to the extent of any insurance settlement received.
10. CLAIM(S) FOR LOSS. Exhibitor agrees that any and all claims for loss or damage must be submitted to AES immediately at the show site, and in any case not later than thirty (30) business days after the conclusion of the show or exposition. (For purposes of claim reporting, the “conclusion” of the show shall be construed as the time when Exhibitor’s materials are delivered to the carrier for transportation from the show site or from AES’s warehouse). All claims reported after thirty (30) days will be rejected. In no event shall a suit or action be brought against AES more than one (1) year after the date of loss or damage occurred.
- PAYMENT FOR SERVICES MAY NOT BE WITHHELD. In the event of any dispute between the Exhibitor and AES relative to any loss, damage, or claim, Exhibitor shall not be entitled to and shall not withhold payment, or any partial payment, due AES for its services as an offset against the amount of any alleged loss or damage. Any claims against AES shall be considered a separate transaction and shall be resolved on their own merits.
- MAXIMUM RECOVERY. If found liable for any loss, AES’s sole and exclusive maximum liability for loss or damage to Exhibitors materials and Exhibitor’s sole and exclusive remedy is limited to $.50 (USD) per pound per article with a maximum liability of $100.00 (USD) per item, or $1,500.00 (USD) per shipment whichever is less. Measure of damages in all situations will be limited by the Depreciated Value of the goods or repair costs, whichever is less. All shipment weights are subject to correction and final charges determined by the actual or re-weighed weight of the shipment.
- BREACH OF CONTRACT and/or NEGLIGENCE ONLY. AES’s liability shall be limited to any loss or damage which results solely from AES’s negligence in the actual physical handling of the items comprising exhibitor’s shipment(s) OR which results from breach of this contract and not for any other type of loss or damage. In no event shall AES be liable to the Exhibitor or to any other party for special, collateral, exemplary, indirect, incidental, or consequential damages, whether such damages occur either prior or subsequent to, or are alleged as a result of, conduct, failure of the equipment or services of AES or breach of any of the provisions of this contract, regardless of the form of action, whether in contract or in tort, including strict liability and negligence, even if AES has been advised or has notice of the possibility of such damages. Such excluded damages include but are not limited to lost profits, loss of use, and interruption of business or other consequential or indirect economic losses.
11. DECLARED VALUE. Declarations of Declared Value are between the Exhibitor and the selected Carrier only, and are in no way an extension of AES'S maximum liability stated herein. AES will use commercially reasonable efforts to transmit the Declared Value instructions to the selected Carrier; however, AES will not be liable for any claim arising from the transmittal of, or failure to transmit, declared value instructions to the carrier nor for failure of the carrier to uphold the declared value or any other term of carriage.
12. JURISDICTION / ARBITRATION. This contract shall be construed under the laws of the state of California without giving effect to its conflict of laws rules. Exclusive venue for all disputes arising out of or relating to this contract shall reside in a court of competent jurisdiction in Sacramento County, California. Notwithstanding anything herein to the contrary, any controversy or claim arising out of or relating to this Contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the aware rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.
13. INDEMNIFICATION. Exhibitor agrees to indemnify and forever hold harmless AES and its employees, directors, officers, and agents from and against any and all demands, claims, causes of action, fines, penalties, damages (including consequential), liabilities, judgments, and expenses (including but not limited to reasonable attorneys’ fees and investigation costs) on account of personal injury, death, or damage to or loss of property or profits arising out of contributed to by any of the following:
- Exhibitor’s negligent supervision of any labor secured through AES, or the negligent supervision of such labor by any of exhibitor’s employees, agents, representatives, customers, invitees and/or any exhibitor appointed contractors (EAC);
- Exhibitor’s negligence, willful misconduct, or deliberate act, or the negligence, willful misconduct, or deliberate act of Exhibitor’s employees, agents, representatives, customers, invitees and/or any Exhibitor Appointed Contractors (EAC) at the show or exposition to which this Contract relates, including but not limited to the misuse, improper use, unauthorized alteration, or negligent handling of AES’s equipment;
- Exhibitor’s violation of Federal, State, County or Local ordinances;
- Exhibitor’s violation of Show Regulations and/or Rules as published and set forth by Facility and/or Show Management.
14. LIEN. Exhibitor grants AES a security interest in and a lien on all of Exhibitor’s goods (including without limitation all equipment) that is from time to time in the possession of AES and all the proceeds thereof, including without limitation insurance proceeds (the “Collateral”), to secure the prompt and full payment and performance of all Exhibitor's indebtedness for monies paid, by AES on its behalf, services performed, materials and/or labor from time to time provided by AES to or for the benefit of Exhibitor (“Obligations”). AES shall have all the rights and remedies of a secured party under the Uniform Commercial Code, as may be amended from time to time (“UCC”), and any notice that AES is required to give under the UCC of a time and place of a public sale or the time after which any private sale or other intended disposition of any Collateral is to be made shall be deemed to constitute reasonable notice if such notice is mailed by registered or certified mail at least five (5) days prior to such action. AES may hold and not deliver any of the Collateral to Exhibitor for so long as there are any Obligations that remain unpaid or unsatisfied.
15. WAIVER & RELEASE. Exhibitor, as a material part of the consideration to AES for material handling services, waives and releases all claims against AES with respect to all matters for which AES has disclaimed liability pursuant to the provisions of this Contract.
16. SEVERABILITY. If any provision of this Contract proves to be illegal, invalid, or unenforceable, the remainder of this Contract will not be affected by such finding, and in lieu of each provision of this Contract that is proven to be illegal, invalid, or unenforceable, a provision will be added as part of this Contract as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.