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Tags: advance payment, applicable tax, cancellation, carpet, checks, decorating services, definitions, duration, entities, freeman decorating, labour services, prestige, rental basis, subcontractors,Pages: 2
Language: english
Created: Fri Jan 27 14:29:07 2006
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FREEMAN TERMS & CONDITIONS
PAYMENT AND LABOUR
YOU ARE ENTERING A CONTRACT WHICH LIMITS YOUR POSSIBLE RECOVERY IN CASE OF LOSS OR DAMAGE.
The terms and conditions set forth below become a part of the Contract between FREEMAN 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 LABOUR, SERVICES AND/OR RENTAL EQUIPMENT IS PLACED BY EXHIBITOR WITH FREEMAN, OR
· WORK IS PERFORMED ON BEHALF OF EXHIBITOR BY LABOUR SECURED THROUGH FREEMAN.
DEFINITIONS
For purposes of this Contract, "FREEMAN" means Freeman Decorating Services, Inc. and Freeman Decorating Ltd. and their respective employees, directors, officers,
agents, assigns, affiliated companies, and related entities including, but not limited, to any subcontractors FREEMAN may appoint. The term "EXHIBITOR" means
the Exhibitor, its employees, agents, representatives, and any Exhibitor Appointed Contractors ("EAC").
PAYMENT TERMS
Full payment, including any applicable tax, is due in advance or at show site. All payments must be in Canadian funds and all checks must be in Canadian funds.
Orders received without advance payment or after the deadline date will incur additional After Deadline charges as indicated on each order form. All materials and
equipment are on a rental basis for the duration of the show or event and remain the property of FREEMAN except where specifically identified as a sale. All rentals
include delivery, installation, and removal from EXHIBITOR'S booth. In case of cancellation of any orders or services by EXHIBITOR, a one-hour "per person, per
hour" charge will be applied for all labour orders that are not canceled in writing at least 24 hours prior to the scheduled start time. If Prestige 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 canceled because of reasons beyond FREEMAN'S control, EXHIBITOR remains responsible for all charges for serv-
ices and equipment provided up to and including the date of cancellation. FREEMAN will not issue refunds to EXHIBITOR of any payments made before the date
of cancellation. It is EXHIBITOR'S responsibility to advise the FREEMAN 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. If EXHIBITOR is exempt from payment of sales tax, FREEMAN requires an exemption certificate for
the State or Province 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, FREEMAN 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 preapproved unpaid balance after the close of the show; terms will be net, due and payable in TORONTO, ONTARIO 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 pre-paid 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 FREEMAN 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 TEXAS. In the event of any dispute between the EXHIBITOR and
FREEMAN 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 FREEMAN
for its services, as an offset against the amount of any alleged loss or damage. Any claims against FREEMAN shall be considered a separate transaction, and shall
be resolved on its own merits. FREEMAN 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 FREEMAN 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, FREEMAN hereby
provides notice that it reserves the right, and EXHIBITOR authorizes FREEMAN, to continue to attempt to secure payment through that credit card for as long as
unpaid balances remain on the EXHIBITOR'S account.
LABOUR UNDER THE SUPERVISION OF EXHIBITOR
RESPONSIBILITIES:
EXHIBITOR shall be responsible for the performance of labour provided under this section. It is the responsibility of EXHIBITOR to supervise labour secured through
FREEMAN in a reasonable manner as to prevent bodily injury and/or property damage and also to direct them to work in a manner that is in compliance with
FREEMAN'S Safe Work Rules and/or Federal, Provincial, State, County and Local ordinances, rules and/or regulations, including but not limited to Show or Facility
Management rules and/or regulations. It is the responsibility of EXHIBITOR to check in with the Service Desk to pick up labour, and to return to the Service Desk
to release labour when the work is completed.
INDEMNIFICATION:
EXHIBITOR agrees to indemnify, hold harmless, and defend FREEMAN 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 FREEMAN
employees, and/or property damage arising out of work performed by labour provided by FREEMAN but supervised by EXHIBITOR. Further, the EXHIBITOR'S
indemnification of FREEMAN includes any and all violations of Federal, Provincial, State, County or Local ordinances, "Show Regulations and/or Rules" as published
and/or set forth by Facility or Show Management, and/or directing labour provided by FREEMAN to work in a manner that violates any of the above rules, regulations,
and/or ordinances.
IMPORTANT
PLEASE REFER TO FREEMAN'S "MATERIAL HANDLING TERMS & CONDITIONS" AS IT RELATES TO MATERIAL HANDLING SERVICES AND TO EXHIBIT
TRANSPORTATION'S "SERVICE REQUEST & SHIPPING INSTRUCTIONS CONTRACT" AS IT RELATES TO SERVICES PROVIDED BY EXHIBIT TRANSPORTION BY
FREEMAN. CONTRACT TERMS DEPEND ON THE NATURE OF SERVICES SECURED BY EXHIBITOR THROUGH FREEMAN. TERMS & CONDITIONS MAY VARY
FOR EACH TYPE OF SERVICE ORDERED THROUGH FREEMAN.
FREEMAN TERMS & CONDITIONS
MATERIAL HANDLING
YOU ARE ENTERING A CONTRACT WHICH LIMITS YOUR POSSIBLE RECOVERY IN CASE OF LOSS OR DAMAGE.
The terms and conditions set forth below become a part of the Contract between FREEMAN and you, the EXHIBITOR. Acceptance of said terms and conditions will be construed
when any of the following conditions are met:
· THIS MATERIAL HANDLING AGREEMENT IS SIGNED;
· EXHIBITOR'S MATERIALS ARE DELIVERED TO FREEMAN'S WAREHOUSE OR TO AN EVENT SITE FOR WHICH FREEMAN IS THE OFFICIAL SHOW CONTRACTOR; OR
· AN ORDER FOR LABOUR AND/OR RENTAL EQUIPMENT IS PLACED BY EXHIBITOR WITH THE FREEMAN COMPANIES.
1. DEFINITIONS For purposes of this Contract, "FREEMAN" means Freeman MAXIMUM liability for loss or damage to EXHIBITORS materials and
Decorating Ltd. Dba Freeman and its employees, directors, officers, agents, EXHIBITOR'S sole and exclusive remedy is limited to $.50 (USD) per pound per
assigns, affiliated companies, and related entities including, but not limited, to any article with a maximum liability of $100.00 (USD) per item, or $1,500.00 (USD) per
subcontractors FREEMAN may appoint. The term "EXHIBITOR" means the shipment whichever is less.
Exhibitor, its employees, agents, representatives, and any Exhibitor Appointed c. LIMITATION OF LIABILITY. IN NO EVENT SHALL FREEMAN BE LIABLE TO THE
Contractors ("EAC"). EXHIBITOR OR TO ANY OTHER PARTY FOR SPECIAL, COLLATERAL, EXEMPLARY,
2. PACKAGING AND CRATES. FREEMAN shall not be responsible for damage INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER SUCH
to loose or uncrated materials, padwrapped or shrink-wrapped materials, glass DAMAGES OCCUR EITHER PRIOR OR SUBSEQUENT TO, OR ARE ALLEGED AS
breakage, concealed damage, carpets in bags or poly, or improperly packed materials. A RESULT OF, TORTIOUS CONDUCT, FAILURE OF THE EQUIPMENT OR
In addition, FREEMAN shall not be responsible for crates and packaging which are SERVICES OF FREEMAN OR BREACH OF ANY OF THE PROVISIONS OF THIS
unsuitable for handling, in poor condition, or have prior damage. Crates and packaging CONTRACT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN
should be of a design to adequately protect contents for handling by forklift and CONTRACT OR IN TORT, INCLUDING STRICT LIABILITY AND NEGLIGENCE,
similar means. EVEN IF FREEMAN HAS BEEN ADVISED OR HAS NOTICE OF THE POSSIBILITY
3. EMPTY CONTAINERS. Empty container labels will be available at the show OF SUCH DAMAGES. SUCH EXCLUDED DAMAGES INCLUDE BUT ARE NOT
site service desk. Affixing labels to the containers is the sole responsibility of LIMITED TO LOSS PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS OR
EXHIBITOR or its representative. All previous labels must be removed or obliterated. OTHER CONSEQUENTIAL OR INDIRECT ECONOMIC LOSSES.
FREEMAN assumes no responsibility for:
10. DECLARED VALUE. Declarations of Declared Value are between the
· Error in the above procedures;
EXHIBITOR and the selected Carrier ONLY, and are in no way an extension of
· Removal of containers with old empty labels and without FREEMAN labels; or
FREEMAN'S maximum liability stated herein. FREEMAN will use commercially
· improper information on empty labels.
reasonable efforts to transmit the Declared Value instructions to the selected
FREEMAN WILL NOT BE LIABLE FOR LOSS OR DAMAGE TO CRATES AND CON-
Carrier; however, FREEMAN WILL NOT BE LIABLE FOR ANY CLAIM ARISING
TAINERS OR THEIR CONTENTS WHILE SAME ARE IN EMPTY CONTAINER STORAGE.
FROM THE TRANSMITTAL OF, OR FAILURE TO TRANSMIT, DECLARED VALUE
4. INBOUND/OUTBOUND SHIPMENTS. Consistent with trade show industry
INSTRUCTIONS TO THE CARRIER NOR FOR FAILURE OF THE CARRIER TO
practices, there may be a lapse of time between the delivery of shipment(s) to the
UPHOLD THE DECLARED VALUE OR ANY OTHER TERM OF CARRIAGE.
booth and the arrival of EXHIBITOR or its representative, or a lapse of time between
11. JURISDICTION / ARBITRATION. THIS CONTRACT SHALL BE CONSTRUED
the completion of packing and the actual pickup of materials from the booths for
UNDER THE LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO ITS
loading onto a carrier, and during such times, your materials will be left unattended.
CONFLICT OF LAWS RULES. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING
FREEMAN IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE, THEFT,
OUT OF OR RELATING TO THIS CONTRACT SHALL RESIDE IN A COURT OF
OR DISAPPEARANCE OF EXHIBITOR'S MATERIALS AFTER THEY HAVE BEEN
COMPETENT JURISDICITON IN DALLAS COUNTY, TEXAS. Notwithstanding
DELIVERED TO EXHBITOR'S BOOTH AT SHOW SITE OR BEFORE THEY HAVE
anything herein to the contrary, any controversy or claim arising out of or relating to
BEEN PICKED UP FOR RELOADING AT THE CONCLUSION OF THE EVENT.
this Contract, or the breach thereof, shall be settled by arbitration administered by
FREEMAN highly recommends the securing of security services from Facility or
the American Arbitration Association in accordance with its Commercial Arbitration
Show Management. All Material Handling Agreements submitted to FREEMAN by
Rules and judgment on the award rendered by the arbitrator(s) may be entered by
EXHIBITOR will be checked at the time of pickup from the booth and corrections
any court having jurisdiction thereof. The parties hereby confirm their express wish
will be made where discrepancies exist between the quantities of items on any form
that this contract and all documents relating thereto be drawn up in English only,
submitted to FREEMAN and the actual count of such items in the booth at the time
but without prejudice to any such documents or instruments which may from time
of pickup.
to time be drawn up in French only, or in both French and English. Les parties aux
5. DELIVERY TO THE CARRIER FOR RELOADING. Freeman assumes no
présentes confirment leur volonté que le présent contract de même que tous
responsibility for loss, damage, theft, or disappearance of EXHIBITOR'S materials
autres documents s'y rapportant soient rédigés en anglais seulement, mais sans
after same have been delivered to EXHIBITOR'S appointed carrier, shipper, or
préjudice cependant à tous tels document qui pourront à l'occasion être rédigés en
agent for transportation after the conclusion of the show. FREEMAN loads the
français seulement ou à la fois en français et en anglais. Notwithstanding anything
materials onto the carrier under directions from the carrier or driver of that carrier.
herein to the contrary, any controversy or claim arising out of or relating to this
Any loading onto the carrier will be understood to be under the exclusive supervision
Contract, or the breach thereof, shall be settled by arbitration administered by the
and control of the carrier or driver of that carrier. FREEMAN assumes no responsibility
American Arbitration Association in accordance with its Commercial Arbitration
for loss, damage, theft or disappearance of EXHIBITOR'S materials that arises out
Rules and judgment on the award rendered by the arbitrator(s) may be entered by
of improperly loaded materials.
any court having jurisdiction thereof.
6. DESIGNATED CARRIERS. In order to expedite removal of materials from
12. INDEMNIFICATION. EXHIBITOR agrees to indemnify and forever hold
show site as required by Show Management and/or the facility, FREEMAN shall
harmless FREEMAN and its employees, directors, officers, and agents from and
have the authority to change the EXHIBITOR designated carrier if that carrier does
against any and all demands, claims, causes of action, fines, penalties, damages
not pick up the shipment(s) at the appointed time. Where no disposition is made
(including consequential), liabilities, judgments, and expenses (including but not
by EXHIBITOR, materials may be taken to a warehouse to await EXHIBITOR'S
limited to reasonable attorneys' fees and investigation costs) on account of personal
shipping instructions and EXHIBITOR agrees to be responsible for charges relating
injury, death, or damage to or loss of property or profits arising out or contributed
to such rerouting and handling. In no event shall FREEMAN be responsible for any
to by any of the following:
loss resulting from such rerouting designation.
· EXHIBITOR'S negligent supervision of any labour secured through TFC, or the
7. FREEMAN'S RESPONSIBILITIES. FREEMAN shall be responsible only for
negligent supervision of such labour by any of EXHIBITOR'S employees, agents,
those services which it directly provides. FREEMAN assumes no responsibility for any
representatives, customers, invitees and/or any Exhibitor Appointed Contractors
persons, parties, or other contracting firms not under FREEMAN'S direct supervision
(EAC);
and control. FREEMAN'S performance hereunder is subject to, and FREEMAN
· EXHIBITOR'S negligence, willful misconduct, or deliberate act, or the negligence,
shall not be responsible for loss, delay, or damage due to, strike, lockouts, work
willful misconduct, or deliberate act of EXHIBITOR'S employees, agents,
stoppages, natural elements, vandalism, Act of God, civil disturbances, power failures,
representatives, customers, invitees and/or any Exhibitor Appointed Contractors
explosions, acts of terrorism or war, or for any other cause beyond FREEMAN'S
(EAC) at the show or exposition to which this Contract relates, including but not
reasonable control, nor for ordinary wear and tear in the handling of materials.
limited to the misuse, improper use, unauthorized alteration, or negligent
8. INSURANCE. It is understood that FREEMAN is not an insurer. Insurance on
handling of TFC'S equipment;
exhibit materials, if any, shall be obtained by EXHIBITOR in amounts and for perils
· EXHIBITOR'S violation of Federal, Provincial, State, County or Local ordinances;
determined by EXHIBITOR. EXHIBITOR agrees to provide FREEMAN with a release
· EXHIBITOR'S violation of Show Regulations and/or Rules as published and set
of subrogation to the extent of any insurance settlement received.
forth by Facility and/or Show Management.
9. CLAIM(S) FOR LOSS. EXHIBITOR agrees that any and all claims for loss or
damage must be submitted to FREEMAN immediately at the show site, and in any 13. WAIVER & RELEASE. EXHIBITOR, as a material part of the consideration to
case not later than thirty (30) business days after the conclusion of the show or FREEMAN for material handling services, waives and releases all claims against
exposition. (For purposes of claim reporting, the "conclusion" of the show shall be FREEMAN with respect to all matters for which FREEMAN has disclaimed liability
construed as the time when EXHIBITOR'S materials are delivered to the carrier for pursuant to the provisions of this Contract.
transportation from the show site or from FREEMAN'S warehouse). All claims 14. SEVERABILITY. If any provision of this Contract proves to be illegal, invalid,
reported after thirty (30) days will be rejected. In no event shall a suit or action be or unenforceable, the remainder of this Contract will not be affected by such finding,
brought against FREEMAN more than one (1) year after the date of loss or damage and in lieu of each provision of this Contract that is proven to be illegal, invalid, or
occurred. unenforceable, a provision will be added as part of this Contract as similar in terms
a. PAYMENT FOR SERVICES MAY NOT BE WITHHELD. In the event of any dispute to such illegal, invalid, or unenforceable provision as may be possible and be legal,
between the EXHIBITOR and FREEMAN relative to any loss, damage, or claim, valid, and enforceable.
EXHIBITOR shall not be entitled to and shall not withhold payment, or any partial
payment, due FREEMAN for its services as an offset against the amount of any
alleged loss or damage. Any claims against FREEMAN shall be considered a
separate transaction and shall be resolved on their own merits.
b. MAXIMUM RECOVERY. If found liable for any loss, FREEMAN'S sole and exclusive
01/06 CAN