TERMS AND CONDITIONS

NATURE OF RELATIONSHIP

Booth Exhibits Ltd is a service provider, and Client is a service recipient. It is understood and desired that Booth Exhibits Ltd act only as an independent contractor in this relationship. No employment, partnership, or other relationship is intended, or entered into, by either party.

PAYMENT TERMS

1. Upon signing of this Agreement, Client shall pay 70% of the Project Total, as originally quoted above. This payment must be received prior to the start of production by Booth Exhibits Ltd. Of such amount, 100% shall be regarded as a nonrefundable fee payable in consideration of Booth Exhibits Ltd setting aside both tangible and intangible resources for the Client’s benefit.  A 30% deposit will be due 7 days prior to the first day of installation.
2. Client shall pay the remaining I 30% payment and any other amounts due and payable to Booth Exhibits Ltd, 7 (seven) days prior to event opening day. Additional services and costs, as may be approved by Client during the project/shows/events, etc. shall be due net 10 upon invoicing. Client’s obligations for payment shall exist irrespective of changed / cancelled shipping dates, conference, event, etc. It is expressly understood that Booth Exhibits Ltd will not release any property produced under this Agreement, whether to Client or any other agent representing Client until payment in full is made by Client.
3. Unless otherwise stated, the above prices do not include applicable sales or use tax (“Tax”). If any Tax is due, the Client will pay the Tax and indemnify and hold Booth Exhibits Ltd harmless from all obligations for such Tax, along with fees and expenses related to payment of the Tax and collection proceedings.

PRICING

1. Quoted prices are valid thru the “Proposal Approved by Client” date, as indicated in the Critical Timeline above. Quoted prices are based on Client meeting deadlines as  stated in the Critical Timeline; Client acknowledges and accepts any RUSH charges and/or alternative actions that Booth Exhibits Ltd may be required to take in order to meet Client’s delivery date if any critical date passes prior to the action occurring.
2. Client requested changes to work in progress will be itemised and quoted in a Change Order. Clients may be required to make additional payment of fees, depending on the nature of the change requested. Booth Exhibits Ltd shall not commence any work on a Change Order without Client’s authorised signature (and payment, where relevant).
3. All Show Services are estimates only; final invoice will reflect actual costs.

DESIGN RIGHTS

Except as explicitly set forth in this Agreement, all designs (including but not limited to proposed design, whether or not appearing in any final display) and related developments, discoveries, inventions, improvements, drawings, plans, sketches, specifications and other documents, data, works or materials made, created or acquired by or through Booth Exhibits Ltd pursuant to this Agreement, whether or not published, and together with the patent, copyright, trade secrets, and any and all other intellectual property rights therein, are and shall remain the sole property of Booth Exhibits Ltd under this Agreement, and Client shall have no rights therein. Client acquires no intellectual property rights under this Agreement.

RENTAL

Unless otherwise explicitly agreed to in writing, Booth Exhibits Ltd does not handle the shipping or installation and dismantling of rental properties. Client assumes all liability and accepts responsibility for such rental properties, their handling, packing, and safe return to Booth Exhibits Ltd.

INSURANCE

Booth Exhibits Ltd does not carry insurance on the services or goods provided hereunder, and Client shall have the risk of loss, to the exclusion of Booth Exhibits Ltd, once products are delivered to the carrier for shipment. Booth Exhibits Ltd is not responsible for goods damaged, stolen, or lost in transportation, in storage, or at exhibit  halls.  Specifically, Booth Exhibits Ltd confirms that should it  provide any storage services to Client, whether such services are provided in a Booth Exhibits Ltd facility or a third party storage facility, and irrespective of whether or not Client pays Booth Exhibits Ltd for such storage, Booth Exhibits Ltd does not insure any stored goods, and shall not be responsible for their damage or theft irrespective of the circumstances or any agreement to the contrary.

WARRANTIES & LIMITATIONS

1. Workmanship/Service Warranty: All work is to be completed in a professional manner on a reasonable efforts basis by qualified personnel to industry standard practices. Booth Exhibits Ltd reserves the right to substitute fabrication finishes and materials with equivalents of similar quality depending upon availability at the time of order and production.
2. Deliverables: Booth Exhibits Ltd warrants that work provided under this Agreement shall be free of original construction defects for a period of one year from the date of delivery. Any warranty claim must be submitted in writing, prior to the expiration of the warranty period, specifying the nature of the claim. Booth Exhibits Ltd shall have a period of 60 days from the date  of receipt of the claim to commence repair of the defect(s), or to replace the defective parts, as may be possible at the sole discretion of Booth Exhibits Ltd.
3. Damage Limitations:  Booth Exhibits Ltd shall not be liability to customer or to a third party under this agreement for any direct, indirect, lost profits, consequential, exemplary, incidental,  or punitive damages, regardless of the form of action, whether Booth Exhibits Ltd has been advised of the possibility of such damages in advance or whether such damages are reasonably foreseeable.
4. Liability Limitations: The liability of Booth Exhibits Ltd for any reason and for any cause of action whatsoever in connection with this Agreement, regardless of the form of action, whether  in contract or in tort, including negligence, shall be limited to the amount of money received by Booth Exhibits Ltd from Client pursuant to the Proposal and/or Change Orders from which such damages or liability arose.
5. Exclusive Remedy: The exclusive remedy of Client for any reason and for any cause of action whatsoever in connection with or relating to the Agreement, or any transaction involving the services or goods there under, regardless of the form of action, whether in contract or tort, shall be limited to repair or replacement of the goods or performance of services, as determined by Booth Exhibits Ltd at its sole discretion.

FORCE MAJEURE

Booth Exhibits Ltd and Client shall be excused from timely performance due to delay caused by war, hostile or terrorist acts or activities, strikes, acts of God or other events or causes beyond the reasonable control of the relevant party (in the case of Booth Exhibits Ltd, including but not limited to the failure of Client to meet time deadline requirements).

COMPANY INDEMNIFICATION

Client shall release, indemnify and hold harmless Booth Exhibits Ltd (including parent company, subsidiaries, affiliates, officers, employees, directors, agents and independent contractors of Booth Exhibits Ltd) from and against any claims, liability, damages, costs or losses (including reasonable attorney fees) arising from or in connection with the goods and/or services provided under this Agreement to Client, use by Booth Exhibits Ltd of any third party intellectual property made available to Booth Exhibits Ltd by Client, including (without limitation) third party technology, breach of this Agreement or a Change Order by Client, and any negligent or willful act by Client causing damages to Booth Exhibits Ltd.

OTHER

1. This Agreement shall not in any manner affect or limit either party’s present and future business activities of any nature, including business activities which may be deemed competitive;
2. It may not be amended except by an instrument in writing, signed by an authorised officer of each party, or by mechanism of a Change order, as reflected herein;
3. Any failure by either party to enforce the other party’s strict performance of any of its provision will not constitute a waiver to subsequently enforce such provision or any other provision of this Agreement;
4. With the exception of Change orders as provided for herein, this Agreement is intended to be the final, complete, and exclusive statement of the terms described herein, and it supersedes all other prior and contemporaneous agreements and statements, whether written or oral, express or implied, pertaining in any manner to the terms described herein, and may not be contradicted by evidence of any prior or contemporaneous statements or agreements;
5. In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees an costs;
6. This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts law. Proper venue shall only be in any court of competent jurisdiction with the County of Santa Clara;
7. All notices, authorization and requests in connection with this Agreement will be deemed given on the day (i) deposited in U.S. mails, postage prepaid, certified or registered, return receipt requested, or (ii) sent by private courier, charges prepaid, and in either event addressed to the addresses originally set forth above;
8. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. Facsimile copies shall be accepted as original, unless reasonable basis to doubt their authenticity.