TERMS AND CONDITIONS

1. 1. SCOPE. These Terms and Conditions shall be binding upon the Exhibitor, Czarnowski Display Service, Inc. ("Czarnowski") and their respective agents and representatives.

    

   2. PAYMENT OBLIGATIONS. Exhibitor shall be liable for all unpaid charges for services performed by Czarnowski or its agents. Exhibitor authorizes Czarnowski to charge its credit card directly for services rendered on Exhibitor’s behalf. All charges are due before services are performed unless other arrangements have been made in advance. Czarnowski has the right to require prepayment or guarantee of the charges at the time of the request for services. Czarnowski retains its right to hold Exhibitor’s property for non-payment. If a credit card is provided to Czarnowski, Czarnowski is authorized to bill to such credit card any unpaid charges for services provided to Exhibitor, including charges for return shipping. Any charges not paid within 30 days of delivery will be subject to interest at 1 ½ % per month until paid.

    

   3. INDEMNIFICATION AND SUBCONTRACTORS:  Exhibitor shall defend, hold harmless and indemnify Czarnowski and any of its employees, officers, directors, agents, subcontractors and representatives from and against any claims, lawsuits, demands, liability, costs and expenses, including reasonable attorney's fees and court costs, resulting from any injury to or death of persons, or damage to property, relating to or arising from performance of services herein by and/or the conduct of Exhibitor or any of its appointed contractors, employees, agents or subcontractors. Exhibitor’s obligations under this provision shall not apply to Czarnowski’s own gross negligence and/or willful misconduct. EXHIBITOR ACKNOWLEDGES THAT IT AND ITS APPOINTED CONTRACTORS, AGENTS. EMPLOYEES, SUBCONTRACTORS AND REPRESENTATIVES ARE PRESENT ON THE SHOW SITE AT THEIR OWN RISK. Exhibitor further acknowledges and agrees that Exhibitor, regardless of whether Exhibitor engages a subcontractor or third party in connection with this Agreement, Exhibitor shall remain fully responsible for Exhibitor’s obligations under this Agreement and for the acts, omissions, liabilities and/or responsibilities of any subcontractor or third party engaged by Exhibitor in connection with this Agreement.

    

   4. No Liability for Loss or Damage of Goods
      
      
      1. CONDITIONS OF GOODS: Czarnowski shall not be liable for damage, loss, or delay to uncrated freight, freight improperly packed, glass breakage or concealed damage. Czarnowski shall not be liable for ordinary wear and tear in the handling of Exhibitor’s property or for damage to shrink-wrapped property. Czarnowski shall not be liable for concealed loss or damage including but not limited to; glass, electronic equipment, prototypes, original art, uncrated Goods, or improperly packaged or labeled property. All property shall be able to withstand handling by heavy equipment, including but not limited to forklifts, cranes, or dollies. It is the Exhibitor’s responsibility to ensure that property is packaged correctly prior to shipment or movement on or off the show floor.
      2. RECEIPT OF PROPERTY: Czarnowski shall not be liable for property received without receipts, freight bills, or specified piece count on receipts or freight bills, or for bulk shipments (i.e. UPS, air freight, or van lines).
      3. FORCE MAJEURE: Czarnowski shall not be liable for any delay, failure in performance, loss or damage due to fire, explosions, power blackouts, earthquakes, floods, the elements, strikes, embargo, labor disputes, acts of civil or military authority, war, terrorism, acts of God, pandemic or epidemic, terrorism, or other cause similar to the foregoing.
      4. STORAGE: Czarnowski assumes no liability for loss or damage to property or crates while in storage. Property and crates requiring storage (including cold storage) are stored at Exhibitor's own risk.
      5. UNATTENDED PROPERTY: Czarnowski assumes no liability for loss or damage to unattended property received at the show site at any time from the point of receipt of an inbound property until the loading of the outbound property, including the entire term of the respective show or exhibition. Exhibitor is responsible for insuring its own property for any and all risk of loss.
      6. FORCED FREIGHT: Czarnowski is not liable for Exhibitor property left on the show floor after the show closing deadline. Czarnowski is authorized to ship Exhibitor property at the discretion of Czarnowski and at Exhibitor’s expense or to dispose of Exhibit property without liability if left on the show floor unattended and/or after the show deadline, without labels or proper labels.
      7. HANGING ITEMS FROM BOOTH. Exhibitor shall not hang any articles, merchandise. product, advertisements, or other similar items from Czarnowski supplied booth materials. If Exhibitor does hang any prohibited items, Exhibitor alone shall be held liable for any damages, costs, actions or injuries resulting from the hanging of such item(s). Czarnowski shall have no liability for any damages, costs, actions or injuries arising out of Exhibitor's failure to comply with this provision. 
      8. LABOR. Czarnowski assumes no liability for loss, damage, or bodily injury arising out of Exhibitor’s supervision of Czarnowski provided labor. If Czarnowski supervises labor for a fee, Czarnowski shall be liable only for actions or claims arising directly out of its negligent supervision and such liability shall be limited to the cost to Exhibitor of the supervised labor or the depreciated value of the property, whichever is less. If Exhibitor elects to use its own or otherwise unsupervised labor, then Exhibitor assumes all liability for the actions or claims that arise out of such work, including but not limited to loss, damage or bodily injury and shall provide Czarnowski and show management with an indemnity or hld harmless, including defense costs, for any claims that result from Exhibitor’s supervision or failure to supervise assigned labor.
   5. LIMITATION OF LIABILITY: SUBJECT TO THE LIMITATIONS CONTAINED HEREIN, CZARNOWSKI’S MAXIMUM LIABILITY FOR LOSS OR DAMAGE TO EXHIBITOR’S PROPERTY SHALL BE LIMITED TO $.50(USD) PER POUND WITH MAXIMUM LIABILITY OF $100.00 (USD) PER CONTAINER OR $1,500.00 (USD) PER SHIPMENT WHICHEVER IS LESS. SUBJECT TO THE FOREGOING, CZARNOWSKI’S AGGREGATE LIABILITY, WHETHER BASED ON CONTRACT OR TORT, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF FEES PAID BY EXHIBITOR TO CZARNOWSKI FOR THE SHOW FOR WHICH THE INCIDENT OCCURRED. ADDITIONALLY, IN NO EVENT WILL CZARNOWSKI BE LIABLE TO THE EXHIBITOR FOR ANY INCIDENTAL, PUNITIVE, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST REVENUE, WHETHER ANY CLAIM IS BASED ON EITHER CONTRACT AND/ OR TORT.

    

   6. INSURANCE. CZARNOWSKI IS NOT AN INSURANCE COMPANY AND DOES NOT OFFER OR PROVIDE INSURANCE. It is the obligation of Exhibitor to ensure the property is insured at all times. Loss or theft of the property in storage or in transit to and from the show and or while on the show floor is the sole responsibility of Exhibitor. Exhibitor shall maintain insurance policies for the following types of insurance coverage: (i) Workers’ Compensation insurance in at least the statutory minimum amount; (ii) Employer’s Liability insurance coverage with limits of not less than $1,000,000 each accident, $1,000,000 policy limit by disease, and $1,000,000 per employee for bodily injury by disease; (iii) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate;  (iv) Automobile Liability coverage on all owned, hired, and non-owned automobiles with a $1,000,000 combined single limit for each accident for bodily injury and property damage; and (v) such other insurance policies, limits and terms as required by the venue (the "Venue") where the event is being held.  Czarnowski, the Venue, and Czarnowski's client for which the event is being held shall be named as additional insureds under the Commercial General Liability and Automobile Liability policies.  At Czarnowski's request, Vendor shall provide Czarnowski with certificates of insurance evidencing the insurance coverage and terms required under this Agreement.  

    

   7. CLAIMS.
      1. NOTICE OF LOSS OR DAMAGE. In order to have a valid claim, notice of loss or damage to property must be given to Czarnowski or its agent within 24 hours of occurrence (as evidenced in an Incident Report completed at show site by Czarnowski) or delivery of outbound property. 
      2. NO RIGHT TO OFFSET.  In the event of a dispute with Czarnowski, Exhibitor will not withhold payment or any amount due to Czarnowski for services as an offset against the amount of the alleged loss or damage.
      3. FILING OF SUIT. Any action at law regarding loss or damage to property must be filed within one (1) year of the date of the cause of any part of a claim.
   8. GOVERNING LAW AND VENUE. Any disputes between the parties will be governed by the laws of the state of Illinois, without reference to conflict of laws principles. Any action, suit, or other legal proceedings that is commenced to resolve any matter arising hereunder shall be commenced only in a court of the state of Illinois (or, if appropriate, a federal court located within the state of Illinois), and each Party consents to the jurisdiction of such court

   MATERIAL HANDLING TERMS AND CONDITTIONS

   Czarnowski Terms & Conditions are subject to change at Czarnowski sole discretion without notice to any parties.

   THIS IS A BINDING CONTRACT WHICH LIMITS YOUR POSSIBLE RECOVERY IN CASE OF LOSS OR DAMAGE. Acceptance of said terms and conditions will be construed when any of the following conditions are met: The Czarnowski Terms and Conditions are signed; Exhibitor’s materials are delivered to Czarnowski’s warehouse or to an event site for which Czarnowski is the official show contractor and accepted by Czarnowski; or an order for labor and/or rental equipment is placed by Exhibitor with Czarnowski (any of these things, the “Effective Date”). Please be aware that disposal of exhibit properties is not included as part of your material handling charges. Please contact Czarnowski for your quoted rates and rules applicable to disposal of your exhibit properties.

    

   1. SCOPE. These Terms and Conditions shall be binding upon the Exhibitor, Czarnowski and their respective agents and representatives. 
   2. PAYMENT OBLIGATIONS.   Exhibitor shall be liable for all unpaid charges for services performed by Czarnowski or its agents.  Exhibitor authorizes Czarnowski to charge its credit card directly for services rendered on Exhibitor’s behalf.  All charges are due before services are performed unless other arrangements have been made in advance. Czarnowski has the right to require prepayment or guarantee of the charges at the time of request for services. Czarnowski retains its right to hold Exhibitor’s property for non-payment. If a credit card is provided to Czarnowski, Czarnowski is authorized to bill to such credit card any unpaid charges for services provided to Exhibitor, including charges for return shipping. Any charges not paid within 30 days of delivery will be subject to interest at 1 ½ % per month until paid.  
   3. INDEMIFICATION. Exhibitor shall defend, hold harmless and indemnify Czarnowski and any of its employees, officers, directors, agents, subcontractors and representatives from and against any claims, lawsuits, demands, liability, costs and expenses, including reasonable attorney's fees and court costs, resulting from any injury to or death of persons, or damage to property, relating to or arising from performance of services herein by and/or the conduct of Exhibitor or any of its appointed contractors, employees, agents or subcontractors.  Exhibitor’s obligations under this provision shall not apply to Czarnowski’s own gross negligence and/or willful misconduct. EXHIBITOR ACKNOWLEDGES THAT IT AND ITS APPOINTED CONTRACTORS, AGENTS. EMPLOYEES, SUBCONTRACTORS AND REPRESENTATIVES ARE PRESENT ON THE SHOW SITE AT THEIR OWN RISK.

    

   4. DRIVER LIABILITY WAIVER. IN CONSIDERATION OF CZARNOWSKI PERMITTING ENTRANCE TO THE PREMISES,YOU, YOUR EMPLOYER, THE OWNER OF THE TRUCKAND OR EQUIPMENT THATYOUARE OPERATING (TRUCKOWNER)AND YOUASAGENT OF YOUR EMPLOYERAND THE TRUCKOWNER, HEREBYASSUMEALL RISK OF INJURY OR HARM TO YOURSELF AND OTHERS AND DAMAGE TO YOUR PROPERTYAND PROPERTY BELONGING TO YOUR EMPLOYER OR OTHERS ARISING FROM YOUR ACTIVITIES WHILE BEING PERMITTED TO ENTER THE PREMISES.YOU AGREE TO ENTER ATYOUROWN RISK.YOU HAVE FULLKNOWLEDGE OFANYRISK INVOLVED IN THISACTIVITY.YOU RECOGNIZE THE HAZARDSANDAREAWARE OFALLTHE RULES FOR SAFE OPERATION.YOUR EMPLOYER,THETRUCK OWNER,ANDYOU AGREETO INDEMNIFYAND HOLD HARMLESS CZARNOWSKI, ITS EMPLOYEES, OFFICERS, DIRECTORS,AGENTS,ASSIGNS, AFFILIATED COMPANIESAND RELATED ENTITIES,AGAINSTANYANDALLLIABILITY,ACTIONS, CLAIMS,AND DAMAGES OF ANY KIND WHATSOEVER ARISING FROM YOUR ACTIVITIES WHILE BEING PERMITTED TO ENTER THE PREMISE

    

   5. DECLARED VALUE. Declarations of Declared Value are between the Exhibitor and the selected Carrier ONLY, and are in no way an extension of Czarnowski’s maximum liability stated herein. Czarnowski will use commercially reasonable efforts to transmit the Declared Value instructions to the selected Carrier; however, CZARNOWSKI WILL NOT BE LIABLE FOR ANY CLAIM ARISING FROM THE TRANSMITTAL OF, OR FAILURE TO TRANSMIT, DECLARED VALUE INSTRUCTIONS TO THE CARRIER NOR FOR FAILURE OF THE CARRIER TO UPHOLD THE DECLARED VALUE OR ANY OTHER TERM OF CARRIAGE. 

    

   6. LIEN. Exhibitor grants Czarnowski a security interest in and a lien on all of Exhibitor’s materials that are from time to time in the possession of Czarnowski and all the proceeds thereof, including without limitation insurance proceeds (the “Collateral”), to secure the prompt and full payment and performance of all Exhibitor’s indebtedness for monies paid and payable, by Exhibitor or Czarnowski (“Obligations”). Czarnowski shall have all the rights and remedies of a secured party under the Uniform Commercial Code, as may be amended from time to time (“UCC”), and any notice that Czarnowski is required to give under the UCC of a time and place of a public sale or the time after which any private sale or other intended disposition of any Collateral is to be made shall be deemed to constitute reasonable notice if such notice is mailed by registered or certified mail at least five (5) days prior to such action. Czarnowski may hold and not deliver any of the Collateral to Exhibitor for so long as there are any Obligations that remain unpaid or unsatisfied. 

    

   7. DELIVERY TO THE CARRIER FOR RELOADING. Czarnowski assumes no responsibility for loss, damage, theft, or disappearance of Exhibitor’s materials after same have been delivered to Exhibitor’s appointed carrier, shipper, or agent for transportation after the conclusion of the show. Czarnowski loads the 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 that carrier. CZARNOWSKI ASSUMES NO RESPONSIBILITY FOR LOSS, DAMAGE, THEFT OR DISAPPEARANCE OF EXHIBITOR’S MATERIALS THAT ARISES OUT OF IMPROPERLY LOADED OR LABELED MATERIALS. 

    

   8. DESIGNATED CARRIERS. Czarnowski shall have the authority to change the Exhibitor designated carrier if that carrier does not pick up the shipment(s) at the appointed time. Where no disposition is made by Exhibitor, Exhibitor agrees to be responsible for charges relating to such rerouting and handling. IN NO EVENT SHALL CZARNOWSKI BE RESPONSIBLE FOR ANY LOSS RESULTING FROM SUCH REROUTING DESIGNATION.