The following are the General Terms and Conditions under which Blendz Solutions LLC (“Blendz Events”) provides services to you, our valued customer (“Customer”) under this Agreement and shall also apply to every Change Order or Show Site Services Order issued by Blendz Events to Customer (collectively, the “Services”). Blendz Events will not accept and hereby objects to any additional or different terms and conditions that may be contained in Customer’s purchase order or other writing. No modification or waiver of any provision in these General Terms and Conditions will be effective unless in writing and signed by the party sought to be charged with the change. Blendz Events performance is expressly conditioned on Customer’s acceptance of these General Terms and Conditions and Customer agrees to be bound hereby.
1. IMPORTANT DATES
A. Blendz Events to receive the signed Agreement by due date listed on page one of Agreement in order to qualify for listed pricing. Depending on the revised production time frame, re-estimation or cancellation may be required if the due date is missed.
B. The Total Quotation dollar amount is due “Upon Receipt” unless otherwise noted on the proposal and owing to Blendz Events at the time of signing this Agreement. Advanced payment deposit is required prior to the commencement of production. Late payments may impact the production window and require re-estimation.
2. PRICES AND PAYMENT TERMS
A. Price Quotations. Work quoted on an “Budget Estimate” or “Time and Material” basis (also referred to as “T/M” in this Agreement) is an estimate provided to Customer for budget and planning purposes only and shall not bind Blendz Events or limit the amount finally charged to Customer based upon actual labor and materials used.
B. Pricing for third party services, provided by event “General Services Contractor” or “GS” may be provided within the contract and billed to Customer. Customer may arrange, supervise and pay for these services directly thru the event GS in lieu of contract inclusion and supervision by Blendz Events. Any dispute arising from these services are to be directed to the GC as Blendz Events is in no way responsible for the billing or execution of event exclusive services.
C. Payment Terms. Customer shall pay Blendz Events the Total Quotation amount at the time of signing this Agreement, unless otherwise explicitly stated in this Agreement. In addition, Customer shall pay at the end of the Show, upon receipt of invoice, any and all “time and material” changes and electrical services not already included in the Total Quotation. If credit terms apply to this Agreement, Customer shall pay any and all fees and changes not included in the advance deposit at the end of the Show, unless a different date is explicitly stated in this Agreement. All changes are automatically charged to the credit card on file as of that date. Any amounts not paid when due shall bear interest at the rate of 1½% per month, or the maximum legal rate, whichever is less. If Customer disputes a charge, Customer shall pay for all changes not in dispute and the parties will first attempt to resolve the amounts in dispute through negotiations.
D. Cancellation. If Customer cancels a contract, in whole or part, after this Agreement is signed, Customer agrees to pay 100% of the cost incurred at the time of cancellation.
E. Taxes. Any taxes, government changes or fees which Blendz Events may be required to pay or collect under any law upon or with respect to the Services provided under this Agreement are the sole responsibility of the Customer and shall be remitted by the Customer to Blendz Events upon payment, invoicing or demand (except taxes based or assessed on Blendz Events’ net income).
3. DAMAGES
Customer is responsible for any damage or modification to rental properties of Blendz Events or any other equipment rented from Blendz Events as part of this Agreement, except in the case of damages incurred as a result of Blendz Events provided Installation and Dismantle labor or shipping services.
4. STORAGE
All storage of client owned property is to be contracted on a stand-alone STORAGE specific proposal. Additional TERMS AND CONDITIONS will be provided specific to the STORAGE agreement.
5. LIMITATIONS OF LIABILITY
The following limitations of BLENDZ EVENTS’ liability are acknowledged by the parties to be fair and reasonable:
A. Disclaimer and Limitation of Damages. IN NO EVENT SHALL BLENDZ EVENTS BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, and WARRANTY OR ANY OTHER THEORY OF LIABILITY. Such damages include, but are not limited to, loss of profits, loss of business opportunity, loss of use of the Exhibit, damage to property, or claims of third parties. The total liability of BLENDZ EVENTS to Customer from any cause whatsoever, except liability related to transportation services as limited below, will be limited to the lesser of Customer’s actual damages or the purchase price for the Services that are the subject to Customer’s loss or damage.
B. Transportation Services Liability. In the event that transportation services are arrainged by BLENDZ EVENTS via a 3rd party carrier, BLENDZ EVENTS shall not be liable for damages and claims are to be filed with the carrier directly.
C. Risk of Loss. BLENDZ EVENTS DOES NOT PROVIDE ON-SITE SECURITY. AT NO TIME SHALL BLENDZ EVENTS BE LIABLE FOR FIRE, WATER DAMAGE, THEFT, LOSS OF PROPERTY OR OTHER RISKS OR DAMAGES TO THE EXHIBIT OR CUSTOMER’S PROPERTY WITHIN THE EXHIBIT. Blendz Events is not responsible or liable for any Customer owned property or equipment while on the Show floor or while awaiting transportation. Customer is responsible for obtaining or providing its own insurance and for taking adequate security measures to protect its properties at Show site. Where BLENDZ EVENTS arranges for security for Customer through the Official Show Contractor, Customer shall look solely to that party in the event of any loss or damage.
D. Indemnification. Except as otherwise provided herein, each party agrees to indemnify and hold the other party harmless from and against any and all claims, demands, costs and expenses, including reasonable attorney’s’ fees for the defense thereof, arising from
(i) the indemnifying party’s, or its employee’s’, agent’s’ or representative’s’ wrongful or negligent acts or omissions or
(ii) the indemnifying party’s breach of any representation, warranty or obligation under this Agreement. In case of any action or proceeding brought against either party by reason of any such claim, upon notice from such party, the indemnifying party covenants to defend such action or proceeding (by counsel reasonably satisfactory to the other party), unless such action or proceeding alleges the joint or concurring wrongful or negligent act, or omission, of both parties.
E. Release of Liability. While BLENDZ EVENTS strives to ensure a safe work place, should Customer or any invitee of Customer enter the exhibit space while BLENDZ EVENTS is providing Services, Customer and such invitees assume the risk of injury and responsibility for their actions and Customer agrees to indemnify and hold BLENDZ EVENTS harmless for and defend it against any harm caused to persons and/or damage to properties resulting there from. BLENDZ EVENTS shall have the right to request such persons leave until the area is considered safe, request and receive a written release of liability from Customer with respect to such persons, and cease provision of Services without liability to Customer or any combination of actions thereof. When Customer acts as supervisor of BLENDZ EVENTS, Customer releases BLENDZ EVENTS from liability for acts arising out of or injury caused by work under the control of Customer or in accordance with the Customer’s instructions.
6. EXCUSE
Neither party shall be liable for any damages sustained from delay or non-performance due to events beyond its reasonable control, including without limitation, strikes or other labor disputes, weather, earthquakes, fires, floods, war, riots, civil disorder, acts of terrorism, failure of power or utilities and government acts. If an occurrence over which neither party has reasonable control arises which would prevent, postpone, interrupt, or require cancellation of the Show, Customer shall reimburse BLENDZ EVENTS for its direct expenses in pursuing or providing Services until the date of this occurrence. Notwithstanding the foregoing, this Section 13 shall not apply to the financial inability of a party to perform here-under, or to any changes in the economy or marketplace.
7. DISPUTE RESOLUTION; APPLICABLE LAW; & JURISDICTION
Any dispute arising out of or related to this Agreement shall be resolved in accordance with the laws of the State of Nevada. Except as provided in this Section 14, all disputes arising here-under shall be resolved by binding arbitration in Las Vegas, Nevada in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Where injunctions or other equitable or similar relief is sought, the parties may pursue any such action in any court of competent jurisdiction. For a dispute of nonpayment, BLENDZ EVENTS may pursue resolution in any court of competent jurisdiction or through collection procedures.
8. LIMITATION PERIOD
All causes of action against BLENDZ EVENTS arising out of the performance or non-performance of the terms of this Agreement must be filed no later than one (1) year after the cause of action accrues.
9. SEVERABILITY
A holding that any term or condition hereof is void or unenforceable shall not render void or unenforceable any other terms or condition unless such invalidity materially impairs the ability of the parties to consummate the transaction contemplated by this Agreement.
10. ENTIRE AGREEMENT
This Agreement evidences the final, complete and entire agreement between the parties and supersedes all prior and contemporary written or oral representations or agreements with respect thereto. This Agreement may be modified ONLY by express written agreement signed by the party against whom enforcement is sought and may not be altered, modified or waived orally, by course of performance, course of dealing or usage of trade. If this writing differs in any way from the terms and conditions of Customer’s order or if this writing is construed as an acceptance or as a confirmation acting as an acceptance, then BLENDZ EVENTS’ ACCEPTANCE IS EXPRESSLY MADE CONDITIONAL ON CUSTOMER’S ASSENT TO ANY TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT THAT ARE DIFFERENT FROM OR ADDITIONAL TO THOSE CONTAINED IN CUSTOMER’S WRITING.
Further, this writing shall be deemed notice of obligation to Customer of such terms and conditions. If this writing is construed as the offer, acceptance hereof is EXPRESSLY LIMITED TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. In any event, the Customer’s acceptance of the Exhibit Services shall manifest Customer’s assent to the terms and conditions set forth in this Agreement
11. SURVIVAL
Both parties agree that a facsimile or electronic signature will serve as an original signature and will be binding on the parties. BLENDZ EVENTS performance is expressly conditioned on Customer’s acceptance of this Agreement and the parties hereto agree to be bound hereby as indicated by the signature of each party’s authorized representative on the Contract.
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