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 agreement (the “Agreement”) between FERN and you, the EXHIBITOR. Acceptance of Agreement by You will be deemed to have occurred when any of the following conditions are met: 1. An order (phone, email, online or in person) for rental equipment, services and/or labor is placed by EXHIBITOR with Fern. 2. Work is performed on behalf of EXHIBITOR by labor performed or procured by Fern. 3. Exhibitor materials are delivered to the Fern advance warehouse or show site where Fern is the Official Contractor. 4. Bill of Lading/Material Handling Agreement (BOL/MHA) is signed.
For purpose of this Agreement, “FERN”, “we”, or “us” means Fern Expositions Services, LLC and its employees, directors, officers, agents, assigns, affiliated companies, and related entities including, but not limited to, any appointed subcontractors or laborers. “EXHIBITOR”, “YOU” or “CUSTOMER” refers to any party, its employees, agents, representatives, and Exhibitor appointed contractor (EAC) who engages with Fern to receive any service or rental equipment.
Fern is responsible only for those services which we directly provide to you. Fern assumes no responsibility for any persons, parties, or other contracting firms not under our direct supervision and control. We shall not be responsible for loss, delay, or damage due to strike, lockouts, work stoppages, natural elements, vandalism, acts of God, civil disturbances, disruptions in the financial or capital markets, pandemics, epidemics, government mandated shutdowns, power failures, explosions, acts of terrorism or war, or for any other cause beyond our reasonable control, nor for ordinary wear and tear in the handling of materials. We will provide material handling services as your agent, not as bailee or shipper, and shall have no responsibility or obligation thereunder and you accept responsibility thereof.
Customer shall be liable for all unpaid charges for services performed by Fern or its agents. You authorize Fern to charge the credit card provided to Fern for services rendered on Customer’s behalf after close of show/event, by placing an order online, phone or on-site for services. Payment of all charges is due before services are performed unless otherwise agreed between You and Fern in writing in advance. Fern has the right to require prepayment or guarantee of charges at the time of request for services. A failure to pay timely will result in Customer having to pay in advance for future services. Fern retains its right to hold customer’s goods for non-payment. If a credit card is provided to Fern, Fern is authorized to bill such credit card for any unpaid charges for services provided to customer including charges for return shipping. Unpaid accounts at the close of show/event will accrue a service charge of .0575% per day (21% annual interest rate), or the maximum rate allowed by law, whichever is less. You will be responsible for all fees (including reasonable attorney’s fees and court costs) incurred by us in connection with the collection of your past-due accounts or enforcement of this Agreement. Exhibitor specifically authorizes Fern to charge the Exhibitor’s credit card provided for material handling charges at the specified rate once the Exhibitor’s freight is delivered to the show site and/or the weight of Exhibitor’s freight becomes known.
Full payment, including applicable tax, is required for rentals, services and/or anticipated freight at time of placing order. All payments must be in U.S. currency; Mastercard, Visa, American Express or Discover and all checks must be drawn on a U.S. bank. Credit cards submitted with order will be kept on file for duration of the show. Credit card authorizer acknowledges and agrees that all applicable charges for services rendered to the exhibitor will be applied to the credit card on file in the event other form of payment is not provided for outstanding account balances. If credit card transaction is denied, the Exhibitor authorizes Fern to process the outstanding balance in smaller increments that total the amount of the outstanding balance. Full payment must be received by the published discount deadline date to qualify for any discounted rate. Please note that purchase orders are not accepted as a form of payment. In the event the Exhibitor has arranged for an Exhibit House (EAC) or other party, the Exhibitor agrees to primary responsibility for unpaid charges incurred on behalf of Exhibitor by this third party. All materials and equipment are on a rental basis for the duration of the show/event and remain the property of Fern except where specifically identified as a sale. All rentals include delivery, installation, and removal from Exhibitor’s booth space. It is the Exhibitor’s responsibility to advise Fern of problems with any orders and to check the Exhibitor’s invoice for accuracy prior to the close of the show/event. Copies of invoices may be picked up from the Fern Service Desk prior to show/event closing. No credit will be given after close of show/event on items or services or ordered but claimed to have not been received. Exhibitors claiming tax exempt status must submit a valid certificate issued by the federal government or the government of the state in which your event is taking place. Resale certificates are not valid unless Exhibitor is rebilling these charges to its customers.
On-site exchanges and cancellations on orders will be assessed a 100% pick-up fee. Any exhibitor order placed through Fern's OneView exhibitor portal, via phone or chat, will be refunded 100% should the exhibitor cancel services in a written notice delivered to Fern not less than seven calendar days before show opening. Discounted charges will apply to received freight and exhibits or graphics already in production. Cancellation within seven days of the show opening will be charged 75% of prevailing rate for premium furniture and 50% for all other Fern rentals and services. Cancellation after installation will be charged 100% of prevailing rate.
You are solely responsible for damage or loss to any rental items in your possession or under your control including but not limited to damage or stains to carpet. Neither you nor your EAC may bring or use any kind of lift on the exhibitor floor. Fern’s working hours are subject to change due to holidays, time of day or night worked, amount of time worked, and specific to facility or union guidelines. The standard categories or hourly charges are straight time; overtime; double time and holiday pay. Hourly rates are published for each show/event on OneView exhibitor portal.
PACKAGING AND CRATES
Fern shall not be responsible for damage to loose or uncrated materials, glass breakage, concealed damage, carpets in bags or poly or improperly packed materials. In addition, we 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 or similar means.
Fern assumes no liability for loss or damage to crates or containers or their contents while containers are in storage, including but not limited to accessible or cold storage. You acknowledge that storage charges are for the use of the space and are not a form of insurance or a guarantee of security. Empty container labels will be available at the Fern service desk. Affixing labels to the containers is the sole responsibility of you or your representatives. All previous labels should be removed or covered. We assume no responsibility for your failure to follow the above procedures; removal of containers with old empty labels or without Fern labels; shipping of containers with improper information or empty labels; or the removal or disposition of materials stored in containers with empty labels. It is understood that the labels are used for storage of empty containers only and Fern shall not be liable for loss or damage to any contents while containers are in storage, or for any mislabeled containers.
Consistent with trade show industry practices, there may be a lapse of time between delivery of shipments to the booth and your arrival or the arrival of your representatives and during such time the material will be left unattended. Fern will not be responsible or liable for any loss, damage, theft, or disappearance of your material after materials have been delivered to your booth at show site. Exhibitors are responsible for insuring their exhibit and product by taking out a rider policy to cover from the time all materials leave the exhibitor’s possession until the time such materials return from the show/event. Fern shall not be liable for materials that are unattended at show site. Fern shall not be liable for shipments received without individual freight bills, such as UPS, FedEx or other carriers who deliver in bulk and do not wait for shipment count and condition to be verified for individual shipments. Such shipments will be subject to verification and correction of count and condition and our receiving paperwork indicating any exceptions as delivered shall take precedence over shipper’s signature of receipt. Inbound collect shipments will be refused. Fern is not responsible for driver wait times or other charges including business center charges arising from delivery or pick-up of exhibitor materials. Drivers delivering or picking up exhibitor materials entering the dock premises assume all risk of injury or damage to property or property belonging to the exhibitor. Exhibitor shall indemnify and hold harmless Fern, from and against all liability, actions, claims and damages of any kind whatsoever arising from driver’s activities while being permitted to enter the dock area. Consistent with trade show industry practices, there may be a lapse of time between the completion of packing and the actual pick-up of materials from the booth for loading onto a carrier, during which the material will be left unattended. Fern will not be responsible or liable for any loss, damage, theft, or disappearances of your materials before your materials have been picked up for reloading or delivered to your carrier at the conclusion of the show/event. Fern retains the right to dispose of materials left on the show floor without liability if unattended, left without labels or not correctly labeled. A disposal fee will be charged to your account. All outbound shipments require a Fern Bill of Lading/Material Handling (BOL/MHA) and labels for each destination. Your BOL and labels can be obtained at the Fern service desk. All completed outbound shipping forms must be returned to the Fern service desk prior to leaving the show/event. All BOL’s covering outgoing shipments submitted to Fern will be checked at the time of pick up from the booth and corrections to the count or condition will be documented at that time. To expedite removal of materials from the show site as required by show management and/or facility, Fern shall have the authority to change the exhibitor designated carrier if that carrier does not pick-up the shipment at the appointed time. Where no disposition is made by you, materials may be taken to a remote location to await your shipping instructions, and/or consigned to carrier or our choice. You agree to be responsible for charges relating to such re-routing and handling of shipment(s). Fern loads 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 the carrier. Fern assumes no responsibility or liability for loss, damage, theft, or disappearance of your materials that is caused by, arises out of, or related to improperly loaded materials.
It is understood that Fern is not an insurer. Insurance on exhibitor materials, if any, shall be obtained by you, at your sole costs and expense from a third-party insurance provider. You agree to provide, and to cause your insurance carrier to provide, us with a release of subrogation to the extent of any insurance settlement.
CLAIMS FOR LOSS
You agree that to have a valid claim, notice of covered loss or damage to materials must be given Fern in writing within 24 hours of occurrence of any incident prior to show close/removal, whichever is later. All claims reported after such period will be rejected. Such notice must include detail sufficient to identify the materials claimed to be lost or damaged, asserting Fern’s liability for alleged loss or damage and documentation indicating the specified or determinable dollar value of the claim. Damage reports, incident reports, inspection reports, notations of shortages or damage on freight bills or other documents do not constitute filing of a claim. (a) PAYMENT FOR SERVICES MAY NOT BE WITHHELD. In the event of any dispute between exhibitor and Fern related to any loss, damage, or claim, you shall not be entitled to and shall not withhold payment or any partial payment due to us an offset against the amount of any alleged loss or damage. Any claims against us shall be considered separate transactions and shall be resolved on their own merits. (b) MAXIMUM RECOVERY. If found liable for any loss or damage for loss or damage to your materials or property, our sole and exclusive MAXIMUM liability and your sole and exclusive remedy is limited to $0.50 (USD) per pound per article with maximum liability of $100.00 (USD) per item, or $1,500.00 (USD) per occurrence/shipment, whichever is less. (c) BREACH OF CONTRACT AND/OR NEGLIGENCE ONLY. Our liability shall be limited to any loss or damage which results solely from our gross negligence in the actual physical handling of the items compromising your shipment(s) OR which results from a material breach of the Agreement and not for any other type of loss or damage. In no event shall we be liable to you or to any other party for special, collateral, exemplary, indirect, incidental, consequential or punitive damages, whether such damages occur either prior or subsequent to, or are alleged as a result of, tortious conduct, failure of our equipment or services or breach of any of the provisions of this Agreement, regardless of the form of action, whether in contract or tort, including strict liability and negligence, even if we have been advised or have notice of the possibility of such damages, or for any damages caused by your failure to perform you responsibilities. Such excluded damages include but are not limited to loss of profits, loss of use, interruption of business or other consequential or indirect economic loss.
Declarations of declared value are between you and your selected carrier ONLY and are in no way an extension of our maximum liability stated herein. We will use commercially reasonable efforts to transmit the declared value instructions to the selected carrier, however, we will not be liable for any claim arising from the transmittal of, or failure to transmit, declared value instructions to the carriers, nor for the failure of the carrier to uphold the declared value or any other term of carriage.
FACILITIES AND SHOW ORGANIZERS
You agree and understand that you, your agents, and anyone working on your behalf must abide by and adhere to the rules and regulations of the facility being worked at as well as any rules and regulations implemented by the show organizers.
Fern may terminate this Agreement immediately upon written notice in the event you breach any term or provision hereof. We may also terminate this Agreement for any reason or no reason upon ten (10) days prior written notice to you. In either case, you shall be responsible for any fees or charges incurred prior to effective date of such termination.
You shall indemnify, defend and hold harmless Fern and our 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 attorney’s fees and investigation costs on account of personal injury, death, or damage to or loss of property or profits arising out of or contributed by any of the following: • Your negligent supervision of your personnel (including, but not limited to, any labor secured through Fern) or the negligent supervision of such personnel by any of your employees, agents, representatives, customers, invitees and/or any EAC. • Your negligence, willful misconduct, or deliberate act, or the negligence, willful misconduct, or deliberate act of your employees, agents, representatives, customers, invitees and/or any EAC at the show or exposition to which this Agreement relates, including but not limited to the misuse, improper use, unauthorized alteration, or negligent handling of our equipment. • Your violation of federal, state, county, or local ordinances. • Your violation of show regulations and/or rules as published and set forth by the facility and/or show management.
WAIVER AND RELEASE
You agree to waive and release all claims against us with regards to all matters for which we have disclaimed liability pursuant to the provisions of this Agreement.
If any provision of this contract is deemed invalid, illegal, or not enforceable, the remainder of this contract shall remain in effect and not be impacted by such findings.
No waiver by us of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Fern. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
You shall not assign, transfer, delegate, or subcontract any of your rights or obligations under this Agreement without our prior written consent. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve you of any of your obligations hereunder. We may at any time assign or transfer any or all its rights or obligations under this Agreement without your prior written consent to any affiliate or to any person acquiring all or substantially all our assets.
RELATIONSHIP OF THE PARTIES
The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
NO THIRD-PARTY BENEFICIARIES
This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
The provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Claims for Loss, Indemnification, Governing Law, Jurisdiction and Survival.
AMENDMENT AND MODIFICATION
This Agreement may only be amended or modified in a writing stating specifically that it amends this Agreement and is signed by an authorized representative of each party.
GOVERNING LAW, JURISDICTION
This Agreement shall be construed under the laws of the State of Ohio without reference to the conflicts of laws principles thereof. Fern and Exhibitor hereby consent to the executive jurisdiction and venue of the federal or state courts located in Hamilton County, Ohio for all actions or suits related to the interpretation or enforcement of this Agreement.