TERMS AND CONDITIONS
These terms and conditions shall be applicable to any and all sales and/or rentals transacted between Premier, LLC & Premier Technical Services, hereinafter referred to as “Premier”, and _______________________________, hereinafter referred to as “Client”.
1. Terms of payment: Client agrees to pay to Premier all undisputed amounts due and owing according to the payment terms set forth for each invoice presented by Premier. Additionally, all past due undisputed invoices shall be subject to a finance charge of 1.5% per month (18% per annum) or the maximum rate allowed by law, whichever is greater.
2. Dishonored checks: Checks remitted for payment that are subsequently dishonored by the issuing bank will be assessed a returned check charge of $25.00.
3. Collection costs: Premier shall be entitled to recover from Client all reasonable costs Premier incurs as a result of its enforcement of the terms of this agreement or the collection of any undisputed amounts due and owing to Premier. These costs may include, but are not limited to, court costs, reasonable attorneys’ fees, and collection agency fees.
4. Trade discounts: Premier may from time to time provide a trade discount. Such discounts are intended to reflect an ongoing relationship between Premier and the Client. Such discounts are given on the condition that undisputed invoices will be paid according to the agreed upon payment terms. Undisputed invoices not paid within the agreed payment terms may result in loss of trade discounts.
5. Prices: Subject to the terms above regarding trade discounts, Premier’s prices shall be as set forth in its estimates or quotes, if the same have been provided (subject to changes in prices resulting from tax, shipping and similar calculations and reimbursement of actual costs, which are pre-approved by Client and documented to Client’s reasonable satisfaction). All applicable sales and other taxes shall be the Client’s responsibility.
6. Shipment of materials: Materials will be shipped via the method deemed by Premier to be most practical. Clients desiring a particular method of shipping, or insurance on a shipment, must make such requests in writing when materials are ordered. All shipping costs shall be charged to Client.
7. Cancellation: Any cancellation of PREMIER’s services or performance hereunder once Client’s order has been received is subject to a cancellation charge. All cancellations shall be in writing and shall not be effective until received by PREMIER. A cancellation charge of 25% of the cost to Client of equipment and labor is applicable when a project is canceled with less than thirty days’ notice of the scheduled first day of the project. When an order is canceled with less than seven days’ notice of the scheduled first day of the project, a cancellation fee of 50% of the cost to Client of equipment and labor will be incurred. A fee of 100% is applicable to cancellations with less than 72 hours’ notice of the scheduled first day of the project. The first day of the project is defined as the first scheduled day of warehouse prep for the overall project including without limitation keynotes, general sessions, breakouts, parties, exhibits and special events. Additionally, the Client will reimburse, in full, any direct costs to PREMIER incurred prior to such cancellation and which have been pre-approved by Client and documented to Client’s reasonable satisfaction. PREMIER reserves the right to cancel all obligations under these Terms and Conditions if Client does not fulfill its obligations hereunder, including without limitation timely payment as described in Section 1.
8. Insurance: As a precondition to the delivery of any equipment, all Clients are required to provide Premier with a certificate of insurance evidencing the coverage required by this Section and naming Premier, LLC, Premier Technical Services, their managers, members, officers, employees, agents and affiliates as additional insureds with respect to general liability insurance and loss payees with respect to property insurance. The limits of property insurance shall not be less than the full replacement value of any and all items as listed on the quote, rental contract, or invoice. Minimum limits for liability insurance are $1,000,000/claim, $2,000,000 aggregate. All Client policies shall be primary and non-contributory over any insurance policies carried by Premier. The Client further waives all rights of subrogation, and the Client agrees that insurance required of Client hereunder does not, and will not, give the insurer any recourse or rights of subrogation against Premier or its affiliates.
In the event of any claim being made by Client against Premier, Premier may in its sole discretion, without admission of liability or responsibility, reimburse the Client for the cost of Premier’s services or the material damaged or destroyed, in which event Premier shall have no further liability. Any claim for such reimbursement must be made by written notice to Premier within thirty (30) days after delivery of such property to Client or its designee or notice of its loss or damage, whichever is sooner. All property delivered to Premier may be moved or kept at such place or places as Premier may deem desirable, and there is no promise or representation, express or implied, that such property delivered for any purpose will be retained or kept at Premier’s premises or at any other designated place.
9. Indemnification: To the fullest extent permitted by law, the Client shall defend, indemnify, and hold harmless Premier, LLC, Premier Technical Services, their managers, members, officers, employees, agents and affiliates (the “Indemnified Parties”) from and against any and all claims, damages, actions, suits, demands, judgments, liability, and expenses (including attorneys’ fees and court costs)(individually a “Claim” and collectively “Claims”) incurred as a result of production, editing, distribution, transportation, storage, or exhibition of any kind on behalf of Client, or Client’s use of any rented Premier equipment, except to the extent caused by the negligence or willful misconduct of any Indemnified Party.
10. Limitation of warranty and liability: Premier shall not be liable for any loss or damage due to delay or failure of performance caused directly or indirectly by any event of force majeure, including without limitation acts of God, epidemic, strikes, lockouts and labor disputes of any kind or description, fire, severe weather, failure of transportation, inability to obtain the services of others, the failure of others to deliver services or facilities, the failure of machinery or equipment, and any other matter beyond Premier’s control.
The provisions hereof constitute the sole and exclusive responsibility of Premier regarding the matters set forth herein. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE GIVEN BY Premier, LLC, Premier TECHNICAL SERVICES, THEIR OFFICERS, EMPLOYEES, AGENTS, OR CONTRACTORS IN CONNECTION WITH THE PERFORMANCE BY Premier, LLC AND Premier TECHNICAL SERVICES OF THEIR DUTIES PURSUANT HERETO, AND THE PROVISIONS HEREIN ARE ACCEPTED IN LIEU OF ANY OTHER LIABILITY, WARRANTY OR GUARANTY EXPRESS OR IMPLIED, IN LAW OR IN FACT. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE EXPRESS WRITTEN PROVISIONS HEREOF.
11. Remedies cumulative: All rights and remedies at law or in equity, or pursuant to any provision(s) of this agreement between Premier and the Client to which Premier may be entitled, shall be cumulative and not exclusive of one another and may be exercised concurrently or separately.
12. Waiver: Any waiver, whether express or implied, or the breach of any term, condition, or provision herein shall not be construed to be a continuing waiver or consent to a subsequent breach on the part of the other party hereto.
13. Assignment: The Client may not assign its rights or obligations hereunder. Premier’s rights and obligations hereunder may be assigned by Premier, and Premier shall have the right to subcontract or assign the performance of any or all of its obligations hereunder. The rights and obligations hereunder shall inure to the benefit of and shall be binding upon the respective heirs, personal representatives, successors, and assigns of the parties hereto.
14. Choice of law: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Michigan. Disputes not otherwise resolved hereunder shall be submitted to litigation in a court of competent jurisdiction in the county of Oakland in the State of Michigan.
15. Modification: This agreement shall not be modified or amended by the parties except by written instrument signed by the parties.
16. Partial invalidity: If any term, provision, convenient, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
17. Entire agreement: This Agreement contains the entire understanding and agreements between the parties hereto respecting the within subject matter, and there are no representations, agreements, or understandings, oral or written, between and among the parties hereto relating to the subject matter of this Agreement which are not fully expressed herein.
18. Reimbursement for taxes: Any taxes Premier may be required to pay in connection with the Client’s material received by Premier or services performed, including sales tax, will be charged to the Client’s account, and shall be promptly reimbursed to Premier by Client upon demand.
19. Acceptance of terms: Client expressly accepts, by execution of these Terms and Conditions and receipt of services and/or products delivered by Premier to Client or its designee, the terms and conditions herein contained.
20. Facsimile signatures: Signatures sent/received via facsimile or emailed PDF shall be considered as originals, and as such are valid signatures.
21. Equipment responsibility: Client fully understands, and accepts, complete responsibility for all Premier equipment rented to Client. Such responsibility shall include, but not be limited to, damage, any necessary repairs, replacement of equipment not capable of being repaired to a fully functional status, and loss of equipment. All equipment accessories, remote controls, cables, knobs, switchers, meters, or cases are included in Client’s equipment responsibility. Premier will not insure any Client materials while in the possession of Premier or while in transit to and/or from Premier or any event venue, unless specified in a separate agreement. All such Client materials delivered to Premier are accepted with the express understanding and condition that the Client will carry the insurance it deems necessary to protect against all loss or damage from any cause whatsoever, including negligence, whether suffered while in Premier’s possession or control, or otherwise. Premier disclaims any responsibility for such loss or damage while Client materials are in Premier’s custody or control.
22. Waiver of consequential damages: Client waives all Claims against Premier for consequential damages arising out of or relating to these Terms and Conditions. This waiver includes damages incurred by Client for rental expenses, for losses of use, income, profit, financing, business and reputation.
Agreed to and effective as of
Acknowledgment of Quote:
I acknowledge receipt of attached quote and wish to confirm my acceptance