EDC Terms & Conditions of Contract are subject to change at EDC sole discretion without notice to any parties.
- EDC: ExpoDisplays Caribbean Inc. is hereinafter referred to as EDC. EDC as referenced hereinafter shall include, but is not limited
to the following services: electrical (a/k/a TSE/Trade Show Electrical), rigging material handling, installation and dismantle, and
logistics provided by EDC personnel to exhibitor pursuant 10 any purchase of Services. Agent: EDC agents, sub-contractors,
carriers, and the agents of each. Customer: Exhibitor or other party requesting Services from EDC. Goods: Exhibits, property, and
commodities of any type for which EDC Is requested to perform Services. Carrier: Motor carrier, van line, air earner, or air of surface
freight forwarder. Shipper: Party who tenders Goods to Camer for transportation. Cold Storage: Holding of Goods in a climate
controlled area. Accessible Storage: Holding of Goods in an area from which Goods may be removed during shows. Services:
Warehousing, transportation, drayage, un-supervised labor, supervised labor and/or related services. Show Site: The venue or place
where an exposition or event lakes place. Supervised Labor (OK TO PROCEED): Union labor mat is provided to a Customer lo
install or dismantle a booth or exhibit space and is supervised and/or directed by EDC. Un-Supervised Labor (DO NOT PROCEED):
Union labor that is provided to a Customer to install or dismantle a booth or exhibit space and pursuant to Customer's election is not
supervised and/or directed by EDC.Customer assumes the responsibility and any liability arising therefrom, for the work of union
labor when Customer elects to use un-supervised labor.
- These Terms and Conditions shall be binding upon Customer, EDC, and their respective Agents and representatives, including but
not limited to Customer contracted labor such as Customer Appointed Contractors and Installation and Dismantle Companies, and
any other party with an interest in the Goods. Each shall have the benefit of and be bound by all provisions stated herein, including
but not limited to time limits and limitations of liability.
III. Customer Obligations
- A. Payment for services Customer shall be liable for all unpaid charges for services performed by EDC or Agents. Customer
authorizes EDC to charge its credit card directly for services rendered on Customer's behalf after departure, by placing an order
on-line, via fax phone or through a work order on site.
- B. Credit Terms All charges are due before Services are performed unless other arrangements have been made in advance.
EDC has the right to require prepayment or guarantee of the charges at the time of request for Services. A failure to pay timely
will result in Customer having to pay in cash in advance for future services. EDC retains its right to hold Customers' Goods for
non-payment. If a credit card is provided to EDC. EDC is authorized to bill to such credit card any unpaid charges for services
provided to Customer, including charges for return shipping. Any charges not paid within 30 days of delivery will be sub)ect to
interest at 1.5% per month until paid.
IV. Mutual Obligation Indemnification
- A. Customer to EDC: Customer shall defend, hold harmless and indemnify EDC 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 other than Goods, relating to or arising from performance of Services herein Customer
agrees to indemnify and hold EDC harmless for any and all acts of its representatives and agents, including but not limited to
Customer Appointed Contractors and Installation and Dismantle Companies, any subtenant or other user of its space or any
agents or employees engaged in business on behalf of Customer or present at Customer's invitation, including supervision of
labor secured through EDC, Customer's obligations under this provision shall not apply to EDC' own negligence and/or willful
misconduct CUSTOMER ACKNOWLEDGES THAT THE SHOW SITE IS AN ACTIVE WORK ZONE AND CUSTOMER, ITS
AGENTS, EMPLOYEES AND REPRESENTATIVES ARE PRESENT AT THEIR OWN RISK.
- B. EDC to Customer: To the extent of EDC' own negligence and/or wiltful misconduct, and subject to the limitations of liability
below, EDC shall defend hold harmless and indemnify Customer 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 other than Goods EDC' obligations under this provision shall not apply to daims for bodily injury ansmg a) from
Customer's presence In areas which have been marked as "off limits to exhibitors"; and b) when exhibitors are present in the
facility prior or subsequent to the effective dates or hours of Exhibitor's space lease with show management
V. DISCLAIMER AND LIMITATION OF LIABILITY
- UNDER NO CIRCUMSTANCES WILL ANY PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL INDIRECT OR
PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR INCOME. GES SHALL BE LIABLE, SUBJECT
TO THE LIMITATIONS CONTAINED HEREIN, FOR LOSS OR DAMAGE TO GOODS ONLY IF SUCH LOSS OR DAMAGE IS
CAUSED BY THE DIRECT NEGLIGENCE OR WILLFUL MISCONDUCT OF GES. CLAIMS PRESENTED FOR LOSS OR
DAMAGE ARISING OUT OF INCIDENTS REFERENCED IN SECTION VI HEREIN WILL BE DENIED.
VI. No Liability for Loss or Damage to Good*
- A. Condition of Goods EDC shall not be liable for damage, loss. or delay to uncrated freight, freight improperly packed, glass
breakage or concealed damage EDC shall not be liable for ordinary wear and tear in handling of Goods or for damage to shrink
wrapped Goods All Goods shall be able to withstand handling by heavy equipment, including but not limited to forklifts, cranes,
or dollies. It is the Customer's responsibility to ensure that Goods are packaged correctly pnor to shipment or movement on or
off the Show floor.
- B. Receipt of Goods EDC shall not be liable for Goods 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). Such Goods shall be delivered to booth without
the guarantee of piece count or condition.
- C. Force Majeure: EDC shall not be liable for loss or damage that results from Acts of God, weather conditions, ad or default of
Customer, shipper, or the owner of the Goods, inherent nature of the Goods public enemy, public authonty, labor disputes, and
acts of terrorism or war.
- D. Cold Storage Goods requiring cold storage are stored at Customer's own risk. EDC assumes no liability or responsibility for
- E. Accessible Storage: EDC assumes no liability for loss or damage to Goods while in Accessible Storage. Storage charges
are for the use of space and are not a form of insurance, or a guarantee of security.
- F. Unattended Booths: EDC assumes no liability for loss or damage to unattended Goods received at Show site any time from
the point of receipt of inbound Goods until the loading of the outbound Goods including the entire term of the respective show
or exhibition. Customer is responsible for insuring its own Goods for any and all nsk of loss.
- G. Empty Storage EDC assumes no liability for loss or damage to Goods or crates, or the contents therein, while containers are
in Empty Storage It is Customer's sole responsibility to affix the appropriate labels available at the EDC Service Desk for empty
container storage, and ensures that any pre-existing empty labels are removed.
- H. Forced Freight: EDC is not liable for Customer Goods left on the show floor after the show dosing deadline, with or without
a Material Handling Services/Straight Bill of Lading signed by Customer. It is Customer's responsibility to complete accurate
paperwork for shipping and to ensure Customer Goods are property labeled If Customer Goods remain on the floor after the
show closing deadline. EDC has the right to remove the Customer Goods. EDC is authorized by Customer to proceed in the
manner chosen by Customer on the Order of Matenal Handling Services/Straight Bill of Lading, if one has been completed, or
otherwise to ship Customer Goods at ihe discretion of EDC and at Customer's expense. EDC shall incur no liability for such
shipment. EDC retains the right to dispose of Customer Goods without liability if left on the show floor unattended, without labels
or not correctly labeled.
- I. Concealed Damage EDC 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 Goods.
- J. Unattended Boolh: EDC shall not be liable for any loss or damage occurring while the Goods are unattended in Customer's
booth at any time. Including, but not limited to, the time the Goods are deii-ered to the dock until the time the Goods are received
by Customer's chosen carrier. All material Handling Forms and/Of Straight Bills of Lading covenng outgoing Goods submitted
to EDC will be checked at the time of pickup from the booth and corrections to the count or condition will be documented where
- K. Hanging items from. Booth Customer shall not hang any artlcles, merchandise, product advertisements, or other similar
items from EDC supplied booth materials, (this includes but is not limited to EDC panels or pipe and drape), utilized in
Customer's own booth set up or in areas occupied by the show organizer or third parties. If Customer does hang any prohibited
items, Customer alone Shall be held liable for any damages costs actions or injuries resulting from the hanging of such item(s).
EDC shall have no liability for any damages, costs, actions or injuries arising out of Customer's failure to comply with this
VII. Measures of Damage
- A. Sole Relief: If found liable for any toss, EDC sole and exdusive maximum liability for loss or damage to Customer's Goods
is limited to $50 (USD) per pound with a maximum liability of $100.00 (USD) per container, or $1.500.00 (USD) per shipment
whichever is less.
- b. Labor: EDC assumes no liability for loss. damage, or bodily injury arising out of Customer's supervision of EDC provided
union labor if EDC supervises labor for a fee, EDC shall be liable only for actions or claims arising out of its negligent
supervision. Such liability shall be limited to ihe cost to Customer of the supervised labor or the depreciated value of the Goods
whichever is less If Customer elects to use unsupervised labor, then Customer assumes all liability for the aclions or claims that
anse out of such work, including but not limited to loss damage or bodily injury and shall provide EDC and show management
with an indemnity, including defense costs, for any daims that result from Customers supervision or failure to supervise
- A. Insurance: EDC IS NOT AN INSURANCE COMPANY AND DOES NOT OFFER OR PROVIDE INSURANCE. It is the
obligation of Customer to ensure Goods are insured at all times Loss or theft of the Goods in storage or in transit to and from
the show and or while on the show floor is the sole responsibility of Customer. EDC recommends Customer arrange for all Risk
- B. Notice of Loss or Damage: In order 10 have a valid claim, notice of loss or damage to Goods must be given to EDC or its
agent wthin 24 hours of occurrence (as evidenced in an Incident Report completed at Show Site by EDC) or delivery of
- C. Filling of Claim: Any claim for loss or damage to Goods must be in writing, containing facts sufficient to identify the Goods,
asserting liability for alleged loss or damage, and making claim for the payment of a specified or determinate amount of money.
Such claim must be filed wrth the appropriate party within the time limits speafied herein Damage reports, inddent reports,
inspection reports notations of shortage or damage on freight bills or other documents, do not constitute filing of a claim Claims
for Goods alleged to be lost, stolen or damaged at the Show Site must be received in writing by EDC within thirty (30) days after
the dose of the show. Claims for Goods alleged to be lost or damaged during transit must be received by the responsible party
within nine (9) months of date of delivery of Goods. EDC Logistics subcontracts the movement of Goods to third party carriers.
Claims for damage in transit should be made directly with your carrier as shown on the Material Handling form/ Bill of Lading.
In the event of a dispute with EDC, Customer will not withhold payment or any amount due EDC for Services as an offset
against the amount of the alleged loss or damage. Customer agrees to pay EDC prior to the dose of the show for all such
charges and further agrees that any daim Customer may have against EDC shall be pursued independently by Customer as a
separate action to be resolved on its own ments EDC retains the right lo pursue collection on amounts owed after show close,
without regard to any amount alleged to be owed for damage, or loss.
- D. Filing of Suit: Any action at law regarding loss or damage to Goods must be filed within one (1) year of the date of declination
of any part of a daim (logistics claims excluded).
IX. Jurisdiction, Choice of Forum
- These Terms and Conditions of Contract shall be governed by and construed in accordance with the applicable laws of the United
States or alternatively, and depending on jurisdiction, the laws of the Government of Puerto Rico. The parties hereby submit to
jurisdiction and venue in the United States Federal District Court of Puerto Rico, or as applicable depending upon jurisdiction, the
County Circuit Court in San Juan/ Puerto Rico.
X. Advanced Warehousing / Temporary Storage / Long Term Storage
- All terms and conditions relative to Advanced Warehousing/Temporary Storage/Long Term Storage are contained in separate
agreements titled "Storage Agreement" in the event that a Storage Agreement is not executed between the parties, the following
shall apply with respect to EDC liability for Customer's Goods. The responsibility of EDC with respect to Customer's Goods is limited
to the exercise of ordinary care and diligence in handling and storing of Customer's Goods EDC shall be liable only for loss or
damage to Goods caused by EDC sole negligence EDC liability is limited to $ 60 (USD) per pound win a maximum liability of $100
00 (USD) per container, or $1,500 00 (USD) per shipment whichever Is less. In case of partial loss or damage, the maximum liability
shall be prorated based on weight EDC is not responsible for any loss or damage to Goods caused by but not limited to fire, theft,
the elements, vandalism, moisture, vermin, mechanical breakdown or failure, freezing or changes in temperature, as well as any
other causes beyond EDC immediate control EDC is not responsible for the marring, scratching or breakage of glass or other fragile
items EDC is not liable for the mechanical functions of instruments or appliances even if such articles are packed or unpacked by
EDC. In no event shall EDC be liable for special, incidental, indirect or consequential damages, induding business loss of any kind,
resulting from any damage to or loss of the Goods or from any act or failure to act Customer pays storage fees or costs for advance
warehousing for use of the space only. There is no guarantee of security or representations made by EDC as to appropriateness of
the conditions for Customer's Goods. The risk for loss remains Customer's alone and EDC recommends the Customer carry and
maintain Insurance in amounts sufficient to cover its risk.