PRODUCTION RESOURCE GROUP, L.L.C.
Terms and Conditions (this “Agreement”) Production Resource Group, L.L.C. (“PRG”) agrees to provide equipment (the “Equipment”) and services, if any, (“Services”) to the customer (“Client”) under the terms of this Agreement. PRG includes all brands and all locations in the USA . Any Scope of Work, Quote, Bid, Proposal, Invoice or similar document issued by PRG (each a “SOW”), where work is performed under such document, is deemed accepted by Client and incorporated herein. This Agreement is effective for one year from the date below and will renew for additional one-year terms unless otherwise terminated.
1. The “Rental Term” shall begin on the date the Equipment leaves PRG’s warehouse and shall end when the Equipment is returned to PRG at the place designated by PRG. Fees for Equipment and Services, as applicable, are set forth in the SOW. A security deposit on the Equipment may be required by PRG.
2. PRG represents that all Equipment will leave its custody in good working order. Client shall be responsible to inspect the Equipment and immediately notify PRG of any Equipment determined to be missing or not in good working condition. EXCEPT AS EXPRESSLY SET OUT HEREIN, PRG GIVES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OR AGAINST INTERFERENCE OF INFRINGMENT OR ANY OTHER WARRANTY NOT EXPRESSLY AGREED TO IN WRITING.
3. PRG’s sole obligation and liability to Client in the event of any malfunction or failure of the Equipment solely caused by PRG shall be to repair the Equipment or provide Client with the same or similar Equipment.
4. Unless otherwise expressly assumed by PRG as part of the Services, Client is responsible for the Equipment for the entire Rental Term. Client assumes all risk in the use and operation of the Equipment and shall be responsible for providing safety devices and equipment to safeguard users of the Equipment and complying with all federal, state and local laws or regulations, and all industry standards. Client agrees that it will not remove or permanently cover the tag or nameplates on the Equipment showing ownership in PRG. Client shall not make any alterations or additions to the Equipment and may not disassemble the Equipment except to the extent necessary to replace consumables.
5. The Equipment must remain at the venue(s) as set forth in the SOW and may not be transferred without the express prior written approval of PRG. It shall be lawful for PRG or its agents at all reasonable times to enter the premises where the Equipment is kept for the purpose of assessing the condition of said Equipment.
6. This Agreement is not a sale. Client shall not have or at any time acquire any right to possession, including possession through use, loss, damage or failure to return the Equipment. Title to the Equipment shall at all times be in PRG. Client agrees not to pledge, mortgage or in any other way encumber the Equipment.
7. Client shall reimburse PRG for the cost of any repairs (including charges for shipping, labor and parts) which are required due to any damage to the Equipment occurring during the Rental Term (other than damage which, in the judgment of PRG, is due to ordinary usage or PRG’s actions). If any or all Equipment is damaged beyond repair, or lost or stolen during the Rental Term, Client agrees to reimburse PRG for the full replacement value of the Equipment (without deduction for depreciation ). Client further agrees to be responsible for rental costs of the lost or damaged Equipment until such time as Equipment is r e placed or repaired.
8. At the end of the Rental Term or its earlier termination, Client shall at its cost and expense, deliver and return the Equipment to PRG in good condition and repair, reasonable wear and tear excepted. PRG shall notify Client of any damage s or loss within a reasonable amount of time after the Equipment is returned. Client shall remain responsible for any damage to the Equipment discovered by PRG after inspection of the returned Equipment.
9. If applicable, Client is solely responsible for storing and clearing any and all images (in any form), or any other content or Client data (“Client Data”), prior to the return of the Equipment. Upon return of the Equipment, PRG may clean the Equipment of any Client Data, however PRG shall have no obligation to preserve or erase any Client Data. PRG shall not be responsible for disclosure of Client Data due to the re-rental of Equipment previously used by or on behalf of Client. PRG is not responsible for unrecorded Client Data or the loss of Client Data due to any cause whatsoever, including but not limited to, technical malfunction, physical damages, or errors on the part of PRG employees, agents, representatives, contractors or subcontractors.
10. Client agrees to insure Equipment at all times during the Rental Term. For Purposes of this section, PRG Parties shall mean PRG, its parent, affiliates, subsidiaries and each of their members, managers, directors, employees and agents.
a) FOR EQUIPMENT RENTALS ONLY (No Onsite Services): Client shall carry the following: Commercial General Liability insurance (or equivalent) covering operations, completed operation and product liability, personal injury liability and advertising injury, with a limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, naming PRG Parties as an Additional Insured on a primary basis and waiver of subrogation in favor of PRG Parties; Workers Compensation insurance in statutory limits including Employers Liability with a limit of $500,000, including a Waiver of Subrogation in favor of PRG Parties; and Property insurance on Equipment, on an “all risk” basis, including windstorm, flood and earthquake perils, and loss in transit, in an amount not less than the full replacement value (NOT rental value) of the Equipment (without deduction for depreciation) naming PRG Parties as Loss Payee. If Equipment is being transported or unloaded by Client, Business Auto Liability insurance shall also be required, with a limit of not less than $1,000,000 per accident.
(b) FOR EQUIPMENT RENTALS WITH ONSITE SERVICES. Client shall carry the following: Commercial General Liability insurance (or equivalent) covering operations, completed operation and product liability, personal injury liability and advertising injury, with a limit of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, naming PRG Parties as Additional Insured on a primary basis; Workers Compensation insurance in statutory limits including Employers Liability with a limit of$500,000, including a Waiver of Subrogation in favor of PRG Parties; and Property insurance on Equipment, on an “all risk” basis, including windstorm, flood and earthquake perils, and loss in transit, in an amount not less than the full replacement value (NOT rental value) of the Equipment (without deduction for depreciation) naming PRG Parties as Loss Payee. If Equipment is be ing transported or unloaded by Client, Business Auto Liability insurance shall also be required, with a limit of not less than$1,000,000 per accident.
(c) Client acknowledges it is solely responsible for the payment of any deductibles on any required insurance. PRG reserves the right to increase these limits based on values and type of event. An umbrella or excess liability policy may be used in conjunction with primary coverage limits to meet the minimum required limits. A valid and compliant insurance certificate evidencing such coverages and terms must be submitted to PRG prior to the release of any Equipment or Services. PRG will provide a certificate of insurance, as reasonably requested by a venue in order for PRG to perform its Services.
11. PRG shall not be liable for late delivery or damage to the Equipment caused by Client’s failure to comply with this Agreement, or war, strikes or any other cause whatsoever beyond the control of PRG. In the event of such delay, the time for delivery shall be extended for the same period that PRG was delayed by such occurrence.
12. No allowance will be made for unused Equipment. Unless otherwise agreed to in writing by PRG, Client is responsible for all costs in shipping the Equipment and for ensuring that the Equipment is appropriately stored and transported.
13. Client will be responsible to pay additional fees for any additional Services and Equipment not included in the SOW. Client will pay PRG’s current daily rate for late return of the Equipment. Client will incur cancellation fees in the event of any cancellation occurring within 21 days of the start of the Rental Term as follows: 15-21 days = 25% of Fee due; 8-14 days = 50% of Fee due; 2-7 days = 75% of Fee due, and under 2 days= 100% of Fee due. In the event of cancellation due to Acts of God or more than 21 days prior to event, Client shall pay PRG all actual costs incurred.
14. Unless specifically referenced in the SOW, pricing DOES NOT INCLUDE SALES OR USE TAXES, or freight charges. All taxes, withholdings, if applicable, and freight charges, if any, will be paid for by Client in addition to the agreed upon price. Client agrees to indemnify PRG for any taxes incurred and costs relating to penalties and collections.
15. Payment of all fees is due as set forth in the SOW or invoice. Client will incur additional fees for late returns and damage to the Equipment. Unless otherwise indicated, payment terms are net 30 days. Late payments are subject to a service charge of the lesser of one and one-half percent (1-1/2%) per month on the unpaid balance or the highest rate allowed by law. If PRG commences a collection action, Client will be liable for all expenses incurred, including reasonable outside attorney’s fees and costs of collection incurred by PRG.
16. If Client defaults on payment or otherwise breaches any other terms, or if PRG reasonably believes that the Equipment is in danger of being seized, taken or destroyed, then in any event, PRG shall have the right to terminate this Agreement, and retake immediate possession of the Equipment and for such purpose, PRG may enter upon the premises where the Equipment is located and remove it, with or without force or notice, without being liable to the Client in any suit, action or other proceeding.
17. The failure by PRG to insist upon strict compliance with these terms and conditions even after a breach or default by Client shall not be construed as waiver of any of PRG’s rights under this Agreement.
18. Client agrees to defend, indemnify and hold harmless PRG Parties from and against any and all liabilities, claims, demands, actions, losses, damages and expenses (including, without limitation, reasonable outside attorneys’ fees and costs) for personal injury, death or property damage to the Equipment or other property, in any way arising out of or resulting from any of the following:
(1) the breach of any terms in this Agreement; or
(2) Client’s use or possession of Equipment; or
(3) Client’s negligence or willful misconduct or
(4) the transport or shipping of the Equipment, if by or arranged by Client. For the avoidance of doubt, the indemnity provided by Client to PRG includes indemnity for claims of personal injury, death or property arising from civil unrest occurring at any site in which the Equipment is located, without regard to Client’s actual participation in the unrest. For purpose of this section Client includes its employees, agents, contractors or representatives and invitees.
19. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES IN CONNECTION WITH THE RENTAL OF THE EQUIPMENT WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
20. This Agreement may not be assigned by Client unless agreed to in writing by PRG.
21. These terms and conditions shall be governed by the laws of the State of California and venue and jurisdiction shall be ve ste d exclusively in a court of competent jurisdiction sitting in Los Angeles County, CA. Both parties agree to accept service of pr ocess within or without the State of California in any matter relating to this Agreement. The prevailing party in any suc h litigation o r action shall be entitled to its costs of suit and reasonable outside attorney’s fees.
22. If one or more provisions of this Agreement, or the application of any provision to any party or circumstance is held to be invalid, unenforceable or illegal in any respect, the remainder of this Agreement shall remain valid and in full force and effect.
23. PRG expressly rejects any forms or other documents submitted by Client, including PO terms and conditions. Any attempt to modify, supplement or amend these terms and conditions will be null and void unless agreed to in writing by PRG.
24. This Agreement, including the SOW, contains the entire understanding between the parties and may not be modified except in a writing signed by both parties appended hereto. These terms and conditions shall be binding, and Client shall be deemed to have accepted the terms and conditions contained herein when (a) Client has received a copy hereof and (b) Client accepts any of the Equipment or Services.