Forty Two Inc – Terms & Conditions -Production & Rental
GENERAL TERMS & CONDITIONS
Production & Equipment Rental Services
These General Terms & Conditions (“Terms”) govern all production services, equipment rentals, labor, and related services provided by Forty Two Inc., an Ohio corporation (“Provider”) to the undersigned client (“Client”). These Terms are incorporated by reference into all proposals, quotes, service orders, rental agreements, statements of work, invoices, and exhibits (collectively, the “Agreement”).
1. Order of Precedence
In the event of any conflict, the following order of precedence shall apply:
Executed Service Order or Statement of Work
These General Terms & Conditions
Applicable Exhibits, Policies, or Riders (including but not limited to Weather & Safety Policies)
Any written amendments executed by both parties
2. Scope of Services
Provider shall furnish professional event production services, technical labor, equipment rental, systems integration, and related services as described in the applicable Service Order (“Services”).
Provider retains full discretion regarding staffing, equipment selection, methods, and workflow unless otherwise expressly stated in writing.
Applicable Exhibits, Policies, or Riders (including but not limited to Weather & Safety Policies)
Any written amendments executed by both parties
3. Payment Terms
Unless otherwise agreed in writing:
Payment is due upon receipt of invoice.
A non-refundable deposit may be required prior to scheduling or mobilization.
Past-due balances accrue interest at 1.5% per month or the maximum permitted by Ohio law.
Client is responsible for all reasonable collection costs, including attorneys’ fees.
Provider may suspend services for non-payment without liability.
4. Equipment Rental & Risk of Loss
All equipment remains the sole property of Provider at all times.
Risk of loss, theft, or damage transfers to Client upon load-in or delivery and remains until equipment is returned, inspected, and accepted by Provider.
Client shall be responsible for:
Repair or replacement at full replacement value
Labor associated with repair or replacement
Loss of use or downtime
Equipment may not be sub-rented, modified, relocated, or operated by unauthorized personnel.
5. Site Conditions & Client Responsibilities
Client represents and warrants that all venues, power sources, rigging points, and access areas are safe, compliant, and suitable for professional production operations.
Provider may suspend or terminate work if conditions are unsafe or materially different from those represented, without liability.
6. Weather, Safety & Environmental Conditions
Outdoor and weather-impacted services are governed by the Severe Weather & Lightning Safety Policy, incorporated herein by reference.
Provider retains sole authority to delay, suspend, or terminate operations for safety reasons. Weather-related delays or cancellations shall not relieve Client of payment obligations.
7. Cancellations, Postponements & Delays
Unless otherwise stated in writing:
Cancellations within 14 days of load-in are subject to 100% of contracted fees.
Cancellations outside of 14 days remain subject to all incurred and committed costs.
Rescheduling is subject to availability and Provider approval.
Weather-related or force majeure delays are not grounds for refund.
8. Independent Contractor Status
Provider is an independent contractor and not an employee, partner, or joint venturer of Client. No agency or fiduciary relationship is created.
9. Insurance
Client shall maintain appropriate general liability insurance covering the event and shall provide proof upon request. Provider maintains commercially reasonable insurance for its operations only.
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10. Indemnification
Client shall defend, indemnify, and hold harmless Provider, its officers, employees, contractors, and agents from any and all claims, damages, liabilities, costs, and expenses arising out of or related to:
Client’s event, activities, or attendees
Use or misuse of equipment
Breach of this Agreement
Acts or omissions of Client or third parties
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11. Limitation of Liability
To the fullest extent permitted by Ohio law:
Provider shall not be liable for indirect, incidental, consequential, or special damages.
Provider’s total liability shall not exceed the total amount paid by Client under the applicable Service Order.
12. Intellectual Property
All designs, drawings, layouts, technical documents, workflows, and system configurations remain the exclusive intellectual property of Provider unless otherwise agreed in writing.
13. Force Majeure
Provider shall not be liable for delays or non-performance caused by events beyond its reasonable control, including but not limited to acts of God, weather, labor disputes, supply chain disruptions, governmental actions, or venue restrictions.
14. Governing Law & Venue
This Agreement shall be governed by the laws of the State of Ohio, without regard to conflict-of-law principles. Venue shall lie exclusively in the state or federal courts located within Ohio.
15. Entire Agreement; Amendments
This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions or understandings. Amendments must be in writing and signed by both parties.
16. Acceptance
Execution of a Service Order, issuance of a purchase order, or acceptance of services constitutes full acceptance of these Terms.