These standard terms and conditions of sale (along with any directly associated written Seller (hereinafter referred to as “Rhino”) estimate, rate card and conditions, specification or quotation) exclusively will govern the sale by Rhino of all goods and services to Buyer (including, without limitation, labor services, equipment rentals, hardware, firmware and software products, training, programming, maintenance, engineering, parts and repair services— collectively the “Services”). No addition or modification to these terms and conditions will be binding on Rhino unless agreed to in writing signed by an authorized representative of Rhino. Rhino objects to other terms and conditions that may be proposed by Buyer not otherwise consistent with these or other terms and conditions set forth in Rhino’s written estimate, rate card and conditions, specification, quotation, purchase order or order acknowledgment.
Buyer agrees to pay for all Services by the due date according to the terms of sale stated on each invoice or otherwise agreed to in writing with Rhino. All accounts are due and payable at the address shown on Rhino’s invoice. Credit availability shall be at the sole discretion of Rhino and may be terminated and/or changed at any time by Rhino. Rhino specifically reserves the right to require payment in cash for any job order, shipment or delivery should Rhino so determine in its sole discretion. No payment by offset is permitted unless approved by Rhino. Buyer agrees to pay interest on all past due accounts at a rate of 1 ½% each month on the past due balance, but not to exceed the highest rate lawfully allowed. Acceptance of any payment from Buyer without the accrued interest included shall not be deemed to be a waiver of such accrued interest.
Acknowledged event dates are approximate only and based, in part, on prompt receipt of all necessary information from Buyer. Rhino shall not be liable for short calls, event delays, or shipping delays whether or not resulting from causes beyond its control, including, without limitation, changes to event order, Force majeure, fire, labor difficulties or delays in Rhino’s usual sources of supply. Shipping dates are subject to delays resulting from preference ratings or priority shipments ordered or requested by the United States government or any department, commission or agent thereof, and Rhino shall not be liable for any such delays.
Warranty and Representations
Buyer agrees that Rhino has not made and does not make any warranty or representation whatsoever, express or implied, as to the Services, including without limitation, any warranty or representation as to: (i) the description, condition, design, quality or performance of the Services; (ii) the merchantability or fitness or suitability of the Services for a particular use or purpose whether or not disclosed to Rhino; and (iii) delivery of the Services free of the rightful claim of any person by way of infringement (including, but not limited to, patent or copyright infringement) or the like. Services will be limited solely to the warranty, if any, extended by the original manufacturer or vendor other than Rhino to the extent permissible thereunder. Rhino does not warrant that there will be no defects in Third-Party hardware, but agrees to cooperate with Buyer in enforcing Buyer’s rights under applicable manufacturers’ warranties or otherwise, if applicable. Rhino is not acting as an architect, engineer, structural engineer, promoter, production company, security company, lighting company, audio company, or a general contractor in connection with the Services and Event(s). Rhino shall not be responsible to Buyer for actual architectural work or design, event design, event planning, event promotion, event logistics, engineering work or design, construction means, methods, techniques, sequences or procedures, or for safety precautions and programs, other than its own employees in connection with the Services, although Rhino may be requested to advise and consult with Buyer with respect thereto. Buyer acknowledges that Rhino is not responsible to Buyer for such services. Rhino agrees that all consultations with and recommendations to Buyer with respect to such decisions shall be made to assist Buyer in evaluating alternatives from Buyer’s perspective and interest (including, without limitation, alternatives with respect to value engineering) and are not to be considered a design evaluation of the soundness or effectiveness of any particular design approach. Buyer acknowledges that Rhino shall not be liable to the Buyer for any acts or omissions of the architect, engineer, structural engineer, general contractor, promoter, production company, lighting/audio company, venue, equipment rental company or any associated professionals and consultants or contractors providing services in connection with the Event(s) or either its design, installation (temporary or permanent), repairs, related improvements, show execution, performance quality and/or servicing of the Services or the Event(s). Rhino does not warrant and will not be liable for any design, material or construction criteria furnished or specified by Buyer and incorporated into the Services, as well as any other vendor in connection with the event or Services. Buyer will adhere to all applicable federal, state, and local laws and regulations applicable to the operation of the Venue or Event(s). Buyer will operate the Venue and or Event(s) in a first-class manner that shall protect the health and safety of the Rhino, Buyer and their employees, agents and the public generally; If an authorized management person of Rhino is not available, then contact the proper local authorities for assistance when such assistance is appropriate for safety; and Buyer will obtain, maintain and comply with all licenses, permits and approvals from any governmental authority that may be required operate the Venue and to enable Rhino to perform all of the Services and fulfill all of its obligations under this Agreement. Buyer will ensure a certified OSHA compliant Fall Arrest System and such documentation for all horizontal lifeline systems and corresponding anchorages used by Rhino personnel in the Venue and or for the Event(s) is(are) installed, inspected, and maintained by Buyer (or their Client) at all times during the performance of the Services under this Agreement. Buyer (or their Client) will inspect as required by OSHA the Fall Arrest System (if applicable) and supply Rhino with a copy of the most recent fall protection system inspection reports, if requested by Rhino.
Limits of Liability
In no event will Rhino be liable for incidental, indirect, or consequential damages of any kind. Rhino’s maximum cumulative liability relative to all other claims and liabilities, including that with respect to direct damages and obligations under any indemnity, whether or not insured, will not exceed the cost of the Services giving rise to the claim or liability. Any action against Rhino must be brought within twelve (12) months after the cause of action accrues. The disclaimers and limitations of liability set forth in these standard terms and conditions shall apply regardless of any other contrary provision set forth and regardless of the form of action, whether in contract, tort, or otherwise. Each provision in these standard terms and conditions which provides for a limitation of liability, disclaimer of warranty or condition or exclusion of damages is severable and independent of any other provision and is to be enforced as such.
Buyer agrees to indemnify and hold Rhino and its officers, directors, shareholders, agents, servants, employees and insurers harmless from any and all liabilities and expenses, including without limitation, reasonable attorney’s fees, expenses, costs, judgments, settlements, contract losses, damages, injuries (including, but not limited to, liquidated damages) or other costs actually incurred arising directly or indirectly from any alleged or actual defects, non-conformities or breach of warranties with respect to the Services.
Prices and other information shown in any Rhino publication (including rate card and conditions, product catalogs, brochures and web sites) are subject to change without notice and confirmation by specific quotation. Such rate cards and conditions, and publications are not offers to sell and are maintained only as a source of general information. Buyer will pay or reimburse Rhino for all sales, use, excise or similar taxes. Services comprised of time and material services will be provided in accordance with Rhino’s published service rates, including applicable overtime and travel expenses in effect as of the date such services are provided, unless otherwise confirmed by Rhino’s written quotation or order acknowledgement. Billable service time are subject to the conditions as set forth on the rate cards and can vary by market.
Buyer requested order changes, including those affecting the identity, scope and delivery of the Services, must be documented in writing and are subject to Rhino’s prior approval and adjustments in price, scheduling and other affected terms and conditions. Rhino reserves the right to reject any change.
All returns of Services will be subject to prior Rhino approval and will be subject to Rhino’s return policies in effect at the time, including applicable restocking charges and other conditions of return. Shipping containers must be clearly marked in accordance with Rhino’s instructions and shipped freight prepaid by Buyer.
An order may be canceled by Buyer prior to the shipment only by written notice and upon payment to Rhino of reasonable cancellation and restocking charges, including reimbursement for direct costs, plus allowances for disruption, or call minimums. Cancellation charges associated with orders for custom services or Services specifically manufactured to Buyer’s specification may equal the actual selling price of the Services. Rhino has the right to cancel an order for cause at any time by written notice and Rhino will be entitled to cancellation and restocking charges as identified above. No termination by Buyer for cause will be effective unless and until Rhino has failed to correct such alleged cause within forty-five (45) days after receipt of the Buyer’s written notice specifying such cause.
Rhino shall not be liable for any loss, damage, or delay arising out of its failure to perform hereunder due to causes beyond its reasonable control, including, without limitation, acts of God or the Buyer, acts of civil or military authority, terrorist threats or attacks, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, delays in transportation, or transportation embargoes. In the event of any such delay, Rhino’s performance date(s) will be extended for that length of time as may be reasonably necessary to compensate for the delay. An artist or performer’s cancellation (for any reason) shall not be considered an event of Force Majeure.
Buyer agrees that in the event legal action is necessary to enforce the terms and conditions set forth herein, Buyer shall pay all costs incurred by Rhino including, without limitation, attorney’s fees and costs of experts. Buyer agrees that it has selected the Services based upon its own judgment and disclaims any reliance upon statements or representations made by Rhino. All claims with regard to errors or defects in shipment or rentals must be made within five (5) days of delivery or such claim will be barred.