PAYMENT TERMS:

Customer shall be responsible for and shall pay all state and local sales tax, use tax, rental tax, lease tax, or their equivalent in connection with the Services.  All accounts, statements, or invoices not paid within 30 days will incur a 1.5% interest charge each month until the balance is paid in full. All Credit Card transactions carry a 3% service fee.   

Show Services are billed at 75% with final bill provided to Client upon release of General Contractor and all other applicable vendor show expenses.  Show Service orders will be completed upon receipt of the signed proposal and initial deposit.  

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All Rentals, Custom Exhibits, Graphics, and other direct production are paid at 100% FOB unless otherwise agreed upon.  Additional items added on Show Site or not otherwise initially provided on the proposal will be billed on the final invoice and/or change order/client-provided credit card as applicable.  

 

TIMELINES/DEADLINES:

Client artwork approval must be received 15-20 working days after receipt of Y Exhibits Graphic Templates or 21 working days prior to the ship date of booth properties as indicated on the proposal. Any changes to due dates made by Client or those approved by Client proposed by Y Exhibits may result in additional charges.  Y Exhibits reserves the right to substitute fabrication finish and buy-out materials with equivalents depending upon availability at the time of order. 

 

RENTALS:

Except as otherwise set forth on the Proposal, all rental items shall be shipped back to Y Exhibits facility identified on the Proposal upon completion of the final show or event for which the items were provided (the “Return Date”).  In the event Client fails to return or otherwise abandons the rental items prior to the Return Date, Client shall remain responsible for the Total Purchase Price.  Client shall pay Y Exhibits for any costs or expenses associated with the repair of damage to any rental items, other than normal “wear and tear.” 

 

LIABILITY:

Rental exhibits proof of insurance is Client’s responsibility to either purchase or provide proof of insurance for the replacement cost of the exhibit for any loss or damage to exhibit properties.  Y Exhibits is not liable for damage to any properties not properly crated or in non-approved shipping containers.  Y Exhibits is not responsible for any unforeseen delays due to freight shipments, electrical labor, production, or any delay caused by the General Contractor or any situation out of our control. 

 

OWNERSHIP OF DESIGNS:

No ownership rights in the Deliverables or any information, drawings, designs, or other documentation prepared or provided by Y Exhibits in connection with the Services shall vest in Client unless the completion of the Services and Client’s payment of the Total Purchase Price.  Client acknowledges and agrees that Client shall not, without the prior consent of Y Exhibits, use, reproduce, or disclose to any third party any drawings or design, in whole or in part, that are prepared or provided by Y Exhibits in connection with the Services unless and until the completion of the Services and Customer’s payment of the Total Purchase Price.  This section does not, and shall not be construed to, create any ownership rights of Client in any rental items. 

 

MATERIALS PROVIDED BY THE CLIENT:

Client is to supply Y Exhibits with all necessary materials, including output-ready digital files for graphics and logs in a readable format requiring no conversions.  Client warrants that all materials provided by it to Y Exhibits for use or incorporation into the work specified hereunder are either the property of the Client or Client has the right to use or include said material in the work without infringing upon the rights of any other person or entity, and Client agrees to indemnify and hold Y Exhibits harmless from and against any and all claims, losses, or damages, including reasonable attorney's fees and costs related to a breach of the foregoing warranty.  

 

FORCE MAJEURE: 

Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following cause to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulation, national strikes, fire, explosion, generalized lack of availability of raw materials or energy.  

 

For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid financial loss, (b) changes in market prices or conditions, or (c) a party’s financial inability to perform its obligations hereunder. 

 

PANDEMIC FORCE MAJEURE:

Due to unforeseen show cancelations due to epidemic/pandemic events, Client will be responsible for all incurred costs related to work completed by Y Exhibits.  It is the responsibility of the Client to inform Y Exhibits of show cancelation.  

 

GUARANTEE OF WORK:

All materials are guaranteed to be as specified or the equivalent thereof. All work is to be completed in a substantial workmanlike manner according to the specifications submitted in the contract, per standard practices. Any alteration or deviation from the aforementioned specifications will be executed by Y Exhibits only upon written confirmation in the form of a revised contract or signed work order provided to Client by Y Exhibits. Sales tax shall be charged where applicable. 

 

TERMINATION:

Any termination of this contract by Client will incur labor time and material charges for all work completed at the time of cancellation by determination of work completed.  Client is responsible for costs of all completed work at time of termination and will be invoiced to Client. 

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