JOLLYBROWNE TERMS + CONDITIONS

 

01. DEFINITIONS

Jollybrowne’s Services and Purchase Agreement (“SPA”) is between us and our client (“Client”) who is the named party on our Quote or Invoice. The terms and conditions herein apply to orders confirmed when Client accepts Jollybrowne’s Quote or pays its Invoice for any of the following collectively known as “Scope Of Work”:

  • Rental of fixtures, furniture, mannequins and dress forms or any other physical products (“Rental Items”) for temporary use only during a specific period of time (“Service Period”) where ownership of Rental Items is retained by Jollybrowne, or

  • Purchase from Jollybrowne of fixtures, furniture, mannequins and dress forms or any other physical products (“Purchase Items”) where ownership is transferred to the Client, or

  • Storage and transportation services for various client-owned materials (“COM”) including but not exclusively event marketing collateral, elements of event and trade show booths and related display items for a Service Period (“Storage Service”), or

  • Handling, installation and assembly services of COM to prep, stage and set-up event spaces and trade show booths (“Material Handling).

02. PRICING

The price charged for our “Scope Of Work” is as described in the accepted Quote or paid Invoice.  In addition, Client is responsible for the following changes that may change the amount billed:

  • Any fees not disclosed or known at the time a Quote or Invoice was provided to Client, or

  • For expenses incurred due to changes to the Scope Of Work described in the accepted Quote or paid Invoice, or

  • From delays to the start of work due to reasons within the Client’s control such as but not exclusive to late receipt of COM at Jollybrowne’s warehouse or event site or late payment of our Invoice.

Allowance will not be made for cancellations after an order has been confirmed by Client, or if any part of our Scope Of Work is not used by Client.

Unless a Service Period is extended by a confirmed Quote or paid Invoice, Client will be billed on a daily basis, at the then-current daily fee rate plus a 100% surcharge, for Rental Items until they are returned to Jollybrowne’s warehouse or designated location as identified in Jollybrowne’s accepted Quote or paid Invoice, and for Storage Service until the Client pays Jollybrowne’s Invoice and removes all COM from Jollybrowne’s warehouse.

03. SECURITY DEPOSIT

Client is required to pay a security deposit equivalent to 100% of the rental fee of an item.  If Rental Items are returned to Jollybrowne at the end of the Service Period and in the same condition as received, the full security deposit will be returned to Client by the same method of payment in which the security deposit was paid within ten (10) business days of a Rental Item’s return.  A breach of our return conditions will result in delays for refunding the security deposit and may reduce the amount of security deposit returned.

04. REFUNDS

Refunds are not given for cancellations of a paid Invoice except in situations of Force Majeure.  Allowance will not be made if any part of our Scope Of Work is not used by Client. Changes are allowed to the Scope Of Work depending on availability and established deadlines. The Client is responsible to pay for the difference in price, if applicable.

05. DELIVERY & REMOVAL

Client must be present to inspect Rental Items and/or COM on delivery to and removal from the designated delivery location. If Client is not present to inspect the Rental Items and/or COM at both delivery and removal, they will be deemed to have been delivered, stored, transported and received in the same condition as when the Rental Items and/or COM left Jollybrowne’s custody.

If Client is not present at the time of delivery, Rental Items and/or COM will be left at Client’s risk.  Rental Items and/or COM are considered to be in the custody of the Client from the time it is delivered to the stipulated location until it is removed by Jollybrowne.

If Client is not present at the time of removal, Client may not make any claim against Jollybrowne for loss of or damage to any Rental Items and/or COM.

06. USAGE

All Rental Items are rented “As Is.”  Jollybrowne does not guarantee, assume responsibility, or make any representation regarding the performance of Rental Items.  Once Rental Items are in Client’s custody, Client assumes all risks in the use, operation, and transportation of Rental Items.  Client is solely responsible for compliance with all Federal, State, and Local laws and regulations.  No terms, representation or warranty, expressed or implied, not set forth in writing herein shall bind Jollybrowne.

07. RETURN

Client hereby assumes responsibility for the care and good condition of Rental Items while in their custody, and for the return of Rental Items to Jollybrowne.  Renter agrees to compensate Jollybrowne for the full value (considered at 3x the rental fee listed on the Quote or Invoice) of any Rental Items not returned, or returned damaged or broken.  Upon notification of such charges, Client agrees to pay Jollybrowne the additional fees, or grants Jollybrowne permission to withhold their security deposit and to process their credit card on file for damages and late fees.  The acceptance of returned Rental Items by Jollybrowne is not a waiver of any claims that it may have against Renter, nor a waiver of claims for latent or patent damage to Rental Items.  Jollybrowne reserves the right to charge Client’s credit card for any lost, late, or damaged Rental Items or pursue other remedies afforded to it by law, upon reasonable notice to Client concerning the loss or nature of damage and the related costs.

COM will be returned to Client at the end of the initial Service Period, or any subsequent Service Period, in the same condition in which the COM were received by Jollybrowne at its warehouse or designated location at the start of the Service Period, reasonable wear and tear excepted.

08. POSSESSION

Rental Items are all times the sole and exclusive property of Jollybrowne.  The rental fee paid is in no way to be construed as a sale and transfer of ownership title.  The Client agrees not to pledge, sublet, mortgage, sell, or in any way encumber the Rental Items.  Jollybrowne reserves the right to retake possession and remove without notice from Client’s custody any Rental Items reasonably deemed to be used for purpose(s) not disclosed by Renter at the time of order, illicit activity, hazardous behavior jeopardizing the safety and well-being of Renter, or generally considered inappropriate, or non-payment as agreed to between the Client and Jollybrowne.

COM are at all times the sole and exclusive property of Client. The fee paid to Jollybrowne for storage and related services involving COM is in no way to be construed as a sale or transfer of ownership title in the COM. Jollybrowne agrees not to pledge, sublet, mortgage, sell or in any way encumber the COM. Subject to the provisions of Paragraphs 02 and 04 relating to refunds and allowances, Client has the right to retake possession and remove the COM from Jollybrowne's custody upon reasonable prior notice to Jollybrowne. Jollybrowne agrees to cooperate in Client’s removal of the COM by arranging for and overseeing Client's access to the dock at Jollybrowne's warehouse during normal business hours.

09. FORCE MAJEURE

Neither Jollybrowne nor Client is responsible for a failure to perform brought about by circumstances, including acts of God such as storms or floods; fires; terrorism, declarations of war or confiscations or restraints by government (civil or military including but not limited to an inability to have access to roads); strikes, labor disputes or civil disturbance; or any other cause or combination of causes not within the reasonable control of Jollybrowne or Client and not otherwise due to negligence or willful misconduct of either of them. If as a result of a force majeure event, either Jollybrowne or Client is unable to perform its obligations under this SPA, such nonperformance is excused without penalty.

10. INDEMNITY

Jollybrowne and Client (each an “Indemnifying Party”) agree to indemnify and hold the other party (each an “Indemnified Party”) harmless from any and all claims, demands, costs and expenses, including reasonable attorney’s fees for the defense thereof, resulting from third party claims of injury (including death) to persons or damages to property arising from the Indemnifying Party’s, or its employee’s, agent’s, or representative’s wrongful or negligent act or omission in or about the venue(s).  In case of any action or proceeding brought against either Jollybrowne or Client by reason of any such claim, upon notice from such party, the Indemnifying Party covenants to defend such action or proceeding (by counsel reasonably satisfactory to the Indemnified Party), unless such action or proceeding alleges the joint or concurring wrongful or negligent act or omission of both parties.  Client shall promptly notify Jollybrowne of any accident involving Rental Items.

11. LIABILITY

Client asserts and represents to Jollybrowne that Client owns or otherwise has the right to use and to control COM. Client also acknowledges that the usual and customary practices of the event marketing and trade show industry require that from time to time during the Service Period, COM will not be within the sole custody and control of Jollybrowne. Therefore, Client agrees that, as between Jollybrowne and Client, Client is wholly responsible for any loss or damage to COM, or any portion thereof, and hereby indemnifies and holds Jollybrowne harmless against any such loss or damage. Notwithstanding the foregoing, Jollybrowne agrees to assist Client in the filing of an insurance claim for loss or damage incurred during either the storage at Jollybrowne's warehouse or the transportation of COM if and to the extent that such loss or damage is covered by the applicable insurance coverage.

Except in cases of indemnification, Jollybrowne’s and Client’s liability to the other for any cause of action (including statutory actions or actions in contract, tort, or strict liability) shall be limited to the amounts payable (whether as fees, costs, or liquidated damages) to the other under this SPA and neither party shall be liable to the other for any lost profits or other incidental, special, or consequential damages for any of its acts or omissions whatsoever, whether or not appraised of the possibility or likelihood of such damages or lost profits.  The parties further agree that neither may assert any claim in connection with this SPA unless it has given the other party written notice of the claim within one (1) year after it was first known.

12. ARBITRATION

All claims and disputes arising under or relating to this SPA are to be settled by binding arbitration in the State of Illinois. An award or arbitration may be confirmed in a court of competent jurisdiction.