1. GENERAL. Party Rental Ltd. ("Party Rental") and renting and/or purchasing party ("Customer") identified in the applicable Party Rental Ltd. event rental quotation, order, acknowledgement, invoice, or any other contract or agreement between Party Rental Ltd. and Customer (individually and collectively referred to herein as "Contract"), agree to be bound by these Terms and Conditions of Rental and Sale ("Terms") for the materials, goods, and/or products (collectively, the "Goods") rented or sold to Customer pursuant to such Contract. Customer hereby agrees that it will be bound by these Terms and be responsible for orders placed on its behalf by an event coordinator, planner, representative, or agent of Customer, for which such Customer is identified on the Contract, as if such Customer placed such order directly with Party Rental Ltd.
2. ACCEPTANCE/SOLE TERMS. The provisions set forth herein together with the provisions of the Contract constitute all of the terms and conditions for Customer and with Party Rental Ltd. with regard to the Goods. Party Rental Ltd.’s acceptance and shipment of Customer’s order is expressly made conditional on Customer’s assent to these Terms. Any and all terms, conditions, or provisions specified in any quotation or otherwise (whether oral, typed, written, or printed) that in any way change, modify, amplify, differ from, or add to these Terms or Party Rental Ltd.’s Contract, are null and void and of no effect, even if (i) Party Rental Ltd. does not expressly object to such terms, conditions, or provisions, or (ii) such terms, conditions, or provisions are specified subsequent to such other documents. Customer hereby agrees that no terms additional to or deviating from these Terms shall become part of the Contract unless and until written acceptance of such additional or deviating terms, signed by an authorized officer of Party Rental Ltd., has been issued to Customer. Customer’s acceptance of any Goods supplied by, or on behalf of, Party Rental Ltd. shall, without limitation, also constitute acceptance of these Terms.
3. PRICE & PAYMENT. Payment is due in United States dollars on or before the date of delivery listed on the Contract, except for Customer’s with specific net payment terms listed under the Contract’s billing terms. Prices stated are subject to change and Customer agrees that additional payments will be owed and payable to Party Rental Ltd. in the event of (i) alterations in specifications, quantities, designs, or delivery schedules or required labor for delivery to specified location(s), (ii) untimely returned or unreturned rented Goods, or rented Goods returned, but in altered or damaged form, and/or (iii) legislation enacted by any level of government, including tax legislation, which increases the cost of producing, warehousing, purchasing, selling, or renting the Goods rented or purchased hereunder. Customer hereby agrees that Party Rental Ltd. may charge any credit or debit card or account provided by Customer for any such change in price resulting in a balance owed by Customer to Party Rental Ltd. No discount will be allowed unless specifically set forth on the face of the Contract. Written quotations will automatically expire thirty (30) days after their issuance unless terminated by Party Rental Ltd. upon notice to Customer. Party Rental Ltd. reserves the right to increase the prices of its rental and sales offerings. The timing and amount of any price increase for any rental or sale Goods will be in the sole and exclusive discretion of Party Rental Ltd. To the extent that a price increase may effect an unexpired written quotation provided by Party Rental Ltd. to Customer, Party Rental Ltd. may in its sole and exclusive discretion honor such quotation or terminate such quotation by notice to Customer, with or without providing a new quotation to Customer.
4. ACCEPTANCE OF GOODS, DELIVERY, AND TRANSPORTATION. Customer shall inspect the Goods at the time of delivery. Unless Customer provides Party Rental Ltd. with notice of any claim, shortages of, or defects in the Goods, including without limitation any claim relating to quantity, weight, condition, loss, or damage thereto, at the time of delivery, such Goods shall be deemed finally inspected, checked, and accepted by Customer. The Contract shall specify whether Goods shall be delivered to an indicated address or picked up by Customer. Party Rental Ltd. will determine the point of origin of any shipment. Party Rental Ltd. shall not be responsible for insuring shipments. Customer is responsible for obtaining all permits, licenses, authorizations, and approvals from appropriate parties, companies, and/or government for the lawful and safe use and occupation of the location(s) to which the Goods will be delivered and from which the Goods will be retrieved. Customer is further responsible for providing and obtaining safe and clear access to the delivery and retrieval location(s), including without limitation, ensuring all packaged items are able to be delivered through outside and indoor areas of ingress and egress. Party Rental Ltd. may refuse, without penalty to Party Rental Ltd., delivery and/or retrieval of the Goods if Customer fails to provide safe means of ingress and egress.
5. TITLE AND RISK OF LOSS. Title to any Goods rented to Customer shall remain with Party Rental Ltd. Title to any Goods sold and risk of loss of such Goods passes to Customer upon delivery.
6. NO WARRANTY. Party Rental Ltd. provides goods "as is" without any warranty, express or implied, including no warranty for merchantability or fitness for a particular purpose.
7. LIMITATION OF LIABILITY. Party Rental Ltd.’s liability (whether under the theories of breach of contract or warranty, negligence, strict liability, or otherwise) for the goods shall be limited to repairing or replacing such goods found by Party Rental Ltd. To be defective with new or reconditioned goods at Party Rental Ltd.’s discretion, or at its option, to refunding, in partial or full, the rental or purchase price of such goods. The parties hereto expressly agree that customer’s sole and exclusive remedy against Party Rental Ltd. shall be for the repair or replacement of the defective goods or, with Party Rental Ltd.’s consent, the refund of the purchase price. Customer hereby agrees that this exclusive remedy shall not be deemed to have failed of its essential purpose so long as Party Rental Ltd. is willing and able to repair or replace the defective goods in the prescribed manner or refund the price, in partial or full, for goods covered by the contract.
8. DISCLAIMER OF CONSEQUENTIAL AND INCIDENTAL DAMAGES. In no case will Party Rental Ltd. be liable for the cost of procurement of substitute goods, damage to other property, loss of business or profits, loss of production, loss of use, or any other similar or dissimilar consequential, incidental, indirect, punitive, exemplary, or special damages even if Party Rental Ltd. has been advised of the possibility of such damages, which customer or any other person, corporation, company, or other entity may suffer or claim to suffer or incur or claim to incur as a result of any defect in the goods. Consequential damages for purposes hereof shall include, without limitation, loss of use, income or profit, or losses sustained as the result of injury (including death) to any person or loss of or damage to property (including, without limitation, property handled or processed by the use of the goods). Customer shall defend, indemnify, and hold Party Rental Ltd. harmless against all liability, cost, and expense which may be sustained by Party Rental Ltd. on account of any such loss, damage, or injury.
9. NO INSURANCE. Unless otherwise expressly set forth in the Contract, Party Rental Ltd. is neither providing, nor offering to provide, directly or indirectly, any first or third-party insurance coverage in connection with the rental or sale of the Goods to Customer.
10. TAXES. Any sales, use, or similar taxes, tariffs, fees, or other levies, taxes, duties, governmental charges, or surcharges now or hereafter imposed under any present or future law in connection with the sale, delivery, use, or rental of the Goods, including without limitation any equipment, accessories, and attachments (including replacements thereof or spare or replacement parts thereof), any installation, repair, maintenance, and instructional services, shall be payable by Customer, and if such taxes or fees are paid or are required to be paid by Party Rental Ltd., the amount thereof shall be added to and become part of the price payable by Customer hereunder.
11. PACKAGING. Prices stated are based on Party Rental Ltd.’s standard packaging. Party Rental Ltd. reserves the right of packaging the Goods in pallets, bulk, or individual cartons. Packaging will be standard commercial package and acceptable to commercial carriers. Special Customer packaging will be furnished only when specified, and the cost thereof shall be borne by Customer.
12. DELAYS. Unless expressly specified to the contrary, Goods in stock will be shipped to arrive by the date of delivery. However, all shipping dates are based upon current availability of materials, present production schedules, and prompt receipt of all necessary information. Party Rental Ltd. will be not be liable for any damage, loss, fault, or expenses arising out of delays in shipment or other nonperformance of these Terms caused by or imposed by (a) strikes, fires, disasters, riots, terrorist acts, or acts of God, (b) acts of Customer, (c) shortages of labor, fuel, power, materials, supplies, transportation, or manufacturing facilities, (d) governmental action, (e) subcontractor or supplier delay including, but not limited to, failure by subcontractor or supplier to make timely delivery, or (f) any other cause or condition beyond Party Rental Ltd.’s reasonable control. In the event of any such delay or nonperformance, Party Rental Ltd. may, at its option and without liability, cancel all or any portion of the contract. Party Rental Ltd. will use commercially reasonable efforts to minimize reasonably anticipated delays, but may decline to deliver and/or install Goods if such acts above occur and potentially create unsafe or unsecure delivery or retrieval conditions.
13. TERMINATION, CANCELLATION, AND MODIFICATION. Except as otherwise provided herein or in the Contract, orders cannot be terminated, cancelled, or modified, or shipment deferred after acceptance of Customer’s order by Party Rental Ltd., except with Party Rental Ltd.’s written consent and subject to reasonable charges for expenses incurred and work executed by Party Rental Ltd. Customer may cancel an order up to two (2) days prior to delivery by 5:00 p.m. EST and no fee will be charged to Customer as long as Customer makes such cancellation in writing and the cancellation is acknowledged by Party Rental Ltd. Customer may cancel an order up to one (1) day prior to delivery by 5:00 p.m. EST as long as Customer makes such cancellation in writing and the cancellation is acknowledged by Party Rental Ltd., but Customer shall be responsible for fifty percent (50%) of the total Contract amount and that fifty percent (50%) will be immediately due to Party Rental Ltd. and charged to Customer. Customer will be one-hundred percent (100%) responsible for the Contract amount for any cancellation after 5:00 p.m. EST the day prior to the delivery date and that one-hundred percent (100%) will be immediately due to Party Rental Ltd. and charged to Customer.
14. DAMAGE, DESTRUCTION, & LOSS. Customer acknowledges that in the event any rented Goods (including without limitation the equipment, chinaware, glassware, silverware, and other Party Rental Ltd. property described in the Contract) sustain any damage or destruction or are lost or stolen while under rent to Customer, Customer agrees to pay Party Rental Ltd. the costs for repair or replacement thereof pursuant to Section 3 herein. Customer further agrees to accept full responsibility and liability, and Customer shall defend, indemnify and hold Party Rental Ltd. harmless for any injury to any other person(s), for any damage to the property of any other person(s), and any other loss that may result through the use or misuse of the Goods. Party Rental Ltd. is not responsible for any damage or liability incurred by handling Customer’s or any other person’s personal property.
15. RESTOCKING FEE. Beginning October 1st, 2016 any product deletions or reductions requested the day before delivery will be charged a restocking fee of 50% of the rental cost of items.
16. RETURN OF RENTED GOODS. Customer shall return all rented Goods to Party Rental Ltd. at the time, date, and place designated in the Contract. Customer shall return all rented Goods in the same condition and manner as Customer received them, including without limitation placed in the same packaging, folded and racked in the same manner, and/or cleaned, rinsed, and wiped down as received. Customer shall be responsible for the safe and secure storage of all rented Goods awaiting retrieval. Customer agrees and acknowledges that if Customer fails to return all rented Goods to Party Rental Ltd. at the time, date, and place designated in the Contract or if Customer fails to make all rented Goods available for pickup at such time, date, and place, then Customer is subject to additional service charges pursuant to Section 3 herein, including without limitation Party Rental Ltd.’s consequential and incidental damages regarding any such attempt by Party Rental Ltd. to retrieve the rented Goods, and the procurement, retail, shipping, handling, fulfillment, and/or replacement of such rented Goods.
17. NO RETURN OF PURCHASED GOODS. Customer shall not be entitled to return to or obtain a refund from Party Rental Ltd. for any purchased Goods (including without limitation paper napkins, paper plates, and paper cups, unused or otherwise, described in the Contract).
18. INDEMNIFICATION. Customer shall hold harmless, defend, save, and indemnify Party Rental Ltd. and its agents, employees, officers, directors, and its respective heirs, assigns, successors, and executors from and against any and all liability, claims, demands, whether groundless, false, or fraudulent, costs (including expert and attorney’s fees), damages, losses, judgments, or awards, brought by a third party or parties arising out of or in any way connected with any act or omission of Customer. The duty to defend as provided herein is separate and distinct from the duty to indemnify, and shall arise immediately upon the tender of any third party claim or demand, and shall continue until it is conclusively proven that there is no possibility for indemnity.
19. INTELLECTUAL PROPERTY. Any trademarks, branding, drawings, designs, and all other intellectual property of Party Rental Ltd. embodied in, displayed on, or otherwise provided in connection with, the Goods or the Contract ("Intellectual Property"), shall remain the sole property of Party Rental Ltd. Without Party Rental Ltd.’s express prior written permission, Customer will not (a) remove, alter, or deface any trademark or branding including with or displayed on the Goods, and (b) reproduce, use, or communicate to third parties of any such intellectual property.
20. NO WAIVER. Forbearance or failure of Party Rental Ltd. to enforce any of the terms and conditions stated herein, or to exercise any right accruing from default of Customer, shall not affect or impair Party Rental Ltd.’s rights arising from such defaults; nor shall forbearance or failure be deemed a waiver of Party Rental Ltd.’s rights in case of any subsequent default of Customer.
21. SEVERABILITY. If any provision of these Terms is unenforceable or invalid, these Terms shall be interpreted and enforced to the greatest extent possible as if the unenforceable provision or portion had never been a part hereof.
22. ASSIGNMENT. These Terms shall be binding upon and shall inure to the benefit of the successors and assigns of Customer and Party Rental Ltd. provided, however, that Customer may not assign or transfer the Contract or these Terms, in whole or in part, except upon the prior written consent of Party Rental Ltd.
23. GOVERNING LAW; VENUE; RESALE. The Contract and these Terms shall be construed in accordance with and governed by the laws of the State of New Jersey, without regard to its conflicts-of-laws rules or principles. All actions or proceedings arising directly or indirectly herefrom or related hereto shall be litigated only in the courts of Essex County in the State of New Jersey. The parties hereby consent to the jurisdiction and venue of such courts.
24. ENTIRE CONTRACT. Customer and Party Rental Ltd. hereby agree that these Terms along with the Contract shall constitute the entire agreement between Customer and Party Rental Ltd. and no prior or contemporaneous oral or written statement, correspondence, sample, or other terms, quotations, or understandings shall modify, alter, or in any way affect the terms thereof.
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