CUSTOMER TERMS AND CONDITIONS
3G Equipment Rental & Related Services Terms & Conditions
I. Applicability & Definitions
These Terms & Conditions (“Terms”) govern the rental of equipment (“Equipment”) and related services (“Services”) by 3G Productions, LLC, a Nevada limited liability company (“Vendor”), to the renter (“Customer”) identified on the Customer order(s) (collectively, “Customer Order”).
Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the Services (an “Existing Contract”), the terms and conditions of such Existing Contract shall prevail to the extent they are inconsistent with these Terms.
The Customer Order and these Terms, together with the Existing Contract (if any), (collectively, the “Agreement”) comprise the entire agreement between the parties with respect to the subject matter contained herein and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.
For purposes of this Agreement, "Customer Order" means the applicable quote, estimate, contract, rental agreement, statement of work, and any approved written change order or other written modification agreed to by Vendor and Customer. "Equipment" means the equipment, accessories, components, and other tangible items rented, provided, or supplied by Vendor under the applicable Order Documents. "Services" means any production, audio, video, lighting, rigging, sound, labor, delivery, setup, operation, strike, consulting, coordination, or other related services described in the Customer Order Documents. "Mobilization" means any crew dispatch, load-out, shipment, freight booking, pickup, delivery, or other movement of Equipment or personnel in connection with an order. "Rental Period" means the rental term stated in the applicable Customer Order Documents.
The Agreement shall prevail over any of Customer’s general terms and conditions of purchase regardless of whether or when Customer has submitted its Customer order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend the Agreement.
In the event of a conflict between these Terms and the Customer Order, the Customer Order will control solely with respect to project-specific commercial terms such as scope, pricing, quantities, schedule, and delivery details, and these Terms will control with respect to general legal terms, unless the Customer Order expressly states otherwise.
Notwithstanding anything to the contrary contained in this Agreement, 3G may, from time to time, change the Terms without the consent of Customer provided that such changes do not materially affect the nature or scope of the Agreement, the fees, or any performance dates set forth in the Agreement.
II. Services
Vendor will provide the Services and/or Equipment described in the applicable Customer Order. The Services and Equipment will be provided for the dates, rental periods, locations, and schedule set forth in the applicable Customer Order.
Any material change to the Equipment, Services, schedule, staffing, deliverables, venue, logistics, or other order requirements must be approved in writing by both Parties and may result in an adjustment to fees, timing, or both.
III. Subcontracting
Vendor may subcontract portions of the Services to qualified third parties, provided that Vendor remains responsible for compliance with this Agreement and for payment of its subcontractors and suppliers.
IV. Fees and Payment Terms
Customer will pay Vendor the fees, rental charges, service charges, and other amounts set forth in the applicable Customer Order.
1. Deposit. If required by the applicable Order Documents, a deposit is due upon acceptance of the order. Any deposit, once paid, is non-refundable.
2. Installment Payments. Any installment payment required by the applicable Order Documents is non-refundable once paid.
3. Balance. The remaining balance is due as set forth in the applicable Order Documents.
4. Payment Method. Payments will be made by wire, ACH, check, credit card, or any other payment method approved by Vendor, using the payment instructions provided by Vendor.
5. Late Payments. Any undisputed amount not paid when due will accrue charges at the lesser of 1.5% per month or the highest rate permitted by applicable law, calculated daily and compounded monthly. Customer will reimburse Vendor for all reasonable costs incurred in collecting late payments, including reasonable attorneys' fees. Payment of any late charge does not excuse Customer from any default under this Agreement.
6. Holdover for Non-Crewed Rentals Only. If Vendor is not supplying onsite crews and Customer fails to return Equipment by the expiration of the applicable Rental Period, Customer shall continue to comply with this Agreement and shall pay holdover rent equal to 200% of the prorated rent for each day from expiration of the Rental Period until the date the Equipment is returned to Vendor. Customer shall not construe payment of holdover rent as Vendor's waiver of any default or assent to renewal of the Agreement. If Equipment is not returned within thirty (30) days after the Rental Period expiration or Term, Vendor may at its sole discretion either collect the equipment at the cost of Customer, including charges for any and all wear and tear; or invoice Customer for the full value of the Equipment to be paid within five (5) business days of invoice date.
7. Additional Time on Crewed Jobs. If Vendor is supplying onsite crews and Vendor retains control of strike, load-out, or return of the Equipment, any additional time, labor, Equipment use, delays, overages, or schedule extensions beyond the agreed order scope or schedule will be billed at Vendor's applicable overtime, overage, rental-extension, or change-order rates set forth in the applicable Order Documents, or if not stated there, at Vendor's then-current standard rates.
8. Taxes and Pass-Through Costs. Customer is responsible for applicable sales, use, venue, port, freight, customs, permit, union, restocking, delivery, pickup, drayage, and similar project-related charges, except taxes based on Vendor's net income, unless otherwise expressly stated in the applicable Order Documents.
IV. Term and Termination
This Agreement begins on the Effective Date and continues until the Equipment is returned (if applicable), the Services are fully rendered, and payment is received in full, also known as the Agreement Term (“Term”), unless earlier terminated in accordance with this Agreement.
1. Termination for Cause. Either Party may terminate this Agreement if the other Party materially breaches this Agreement and fails to cure that breach within five (5) business days after receiving written notice describing the breach in reasonable detail.
2. Cancellation for Convenience Prior to Mobilization Only. Customer may cancel an order for convenience only before any Mobilization. If Customer cancels before Mobilization, Customer must pay Vendor for any non-cancelable commitments, third-party charges, and any applicable restocking fee set forth in the applicable Order Documents. After Mobilization, all deposits and installment payments remain non-refundable, and Customer remains responsible for all amounts due under this Agreement and the applicable Order Documents. Upon cancellation for convenience, Vendor will invoice Customer immediately and Vendor must pay the full value of the invoice within five (5) business days of invoice date.
3. Suspension / Nonpayment. Vendor may suspend performance, withhold further delivery, refuse pickup release, collect equipment, and/or stop work upon written notice if Customer fails to timely pay undisputed amounts when due or otherwise materially defaults under this Agreement. Customer will be responsible for any and all fees Customer incurs in the event of suspension or nonpayment.
V. Insurance
Vendor will maintain commercially reasonable insurance, including, but not limited to, commercial liability, workers compensation, property, and automobile coverages not less than $1m per occurrence/$2m aggregate for its operations. Vendor will furnish a certificate of insurance naming Customer an additional insured prior to any Service or Equipment rental. Customer may refuse performance if proof of insurance, including additional insured certificate of insurance, is not received. Notwithstanding the above, all insurance terms and conditions in Exhibit A shall apply.
VI. Indemnification
Vendor will indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from third-party claims, damages, losses, and liabilities, to the extent arising out of (a) Vendor's negligence or willful misconduct, (b) Vendor's material breach of this Agreement, or (c) bodily injury, death, or damage to tangible property caused by Vendor or its subcontractors in performing the Services.
Customer will indemnify, defend, and hold harmless Vendor and its officers, managers, employees, and agents from third-party claims, damages, losses, and liabilities, to the extent arising out of (a) Customer's negligence or willful misconduct, (b) claims by Customer’s employees or subcontractors under Worker’s Compensation; (c) Customer's material breach of this Agreement, or (d) any conditions, instructions, materials, locations, persons, companies, improper use of Equipment, or property or service supplied or controlled by Customer that cause bodily injury, death, or damage to tangible property to Vendor or any third party or persons.
Neither Party is responsible to the other for consequential, incidental, special, exemplary, or punitive damages, including lost profits or lost opportunity, except to the extent such damages are payable to a third party under an indemnified claim or result from fraud, willful misconduct, or obligations that cannot be limited by law.
VII. Independent Contractor Relationship
Vendor is an independent contractor and not an employee, partner, joint venturer, or agent of Customer. Vendor is solely responsible for its employees, subcontractors, payroll, taxes, benefits, workers' compensation obligations, and business operations.
VIII. Miscellaneous
1. Governing Law & Venue. This Agreement will be governed by the laws of the State of Nevada, without regard to conflict of law principles. Any action arising out of or relating to this Agreement must be brought in the state or federal courts located in Clark County, Nevada, and each Party consents to that jurisdiction and venue.
2. Attorneys' Fees. In any dispute arising out of or relating to this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs.
3. Entire Agreement. These Terms and Conditions, together with the applicable Order Documents and any approved written change orders, constitute the entire agreement between Vendor and Customer with respect to the subject matter of the order and supersede all prior or contemporaneous oral discussions and written communications relating to that order.
4. Amendments. Any amendment or waiver must be in writing and signed or otherwise agreed to in writing by both Parties.
5. Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except to an affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets.
6. Severability. If any provision of this Agreement is held unenforceable, the remainder of the Agreement will remain in effect to the fullest extent permitted by law.
7. Waiver. A waiver of any breach is not a waiver of any other breach and is effective only if in writing.
8. Notices. Notices under this Agreement must be in writing and sent to the contact identified in the applicable quote or other applicable Customer Order, unless a Party provides written notice of a different contact.
EXHIBIT A
INSURANCE REQUIREMENTS
A. Standard Insurance – Applicable for all Equipment and Services
• Commercial General Liability: [$1m] per occurrence / [$2m] aggregate.
• Workers' Compensation: statutory limits as required by applicable law.
• Employers' Liability: [$1m] each accident / disease policy limit / disease each employee.
• Business Automobile Liability (if vehicles are used in connection with the Equipment or Services): statutory limits or $1m combined single limit for owned, hired, and non-owned autos, whichever is greater.
• Property Insurance: Value of Equipment in Customer’s care and control
• Additional insureds: Provide Certificate of Insurance (COI) to Vendor listing Vendor as Additional Insured.
B. Maritime / Cruise Addendum (Required for Waterborne Operations)
APPLIES IF THE EQUIPMENT OR SERVICES INVOLVE A SHIP, DOCK, PORT, TERMINAL, BARGE, FLOATING VENUE, OR OTHER WATERBORNE OPERATIONS.
• Commercial Marine General Liability: [$1m] per occurrence / [$2m] aggregate.
• Waterborne operations coverage: [$1m] per occurrence / [$2m] aggregate.
• Property Insurance: Value of third-party property in Vendor's care, custody, or control.
• Products / completed operations period after completion: [$1m] per occurrence / [$2m] aggregate.
• U.S. Longshore and Harbor Workers' Compensation coverage: statutory limits as required by applicable law.
• Maritime Employer's Liability / Jones Act coverage: [$1m] per occurrence / [$2m] aggregate.
• Additional Insureds: Provide Certificate of Insurance (COI) to Vendor listing Vendor as Additional Insured and named Additional Insureds as required by vessel owner, charterer, promoter, or customer.
C. Certificates and Subcontractors
• Customer will provide certificates of insurance before services are performed or Equipment is rented.
• Vendor will provide certificates of insurance before onsite performance and/or taking possession of Equipment.
• If Vendor or Customer uses subcontractors for material portions of the Services, Vendor may require them to maintain insurance appropriate to their scope.
• If a customer, venue, promoter, vessel operator, or port requires subcontractors to match the prime contract insurance terms, attach those requirements in the applicable Order Documents or a project rider.
• This Exhibit sets forth standard insurance requirements; however, Customer may require alternative or higher limits based upon certain circumstances, which will be detailed in the Customer Order.