TERMS AND CONDITIONS
All quotes are valid for 14 days from the quotation date unless otherwise specified in writing. SONUS cannot guarantee availability of quoted equipment or delivery dates until this agreement is signed and all required deposits are paid.
THESE TERMS AND CONDITIONS SHALL CONCLUSIVELY BE DEEMED ACCEPTED AND BINDING ON THE CUSTOMER, UPON DELIVERY (AS THAT TERM IS DEFINED HEREIN) OF SERVICES AND/OR EQUIPMENT, REGARDLESS OF WHETHER THE CUSTOMER HAS SIGNED THE AGREEMENT. SONUS AND CUSTOMER AGREE THAT THIS AGREEMENT SHALL APPLY TO ANY SERVICES AND/OR RENTALS FROM SONUS TO THE CUSTOMER OCCURRING ON OR AFTER THE DATE OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL CONTINUE TO APPLY TO ALL FUTURE PRODUCTION AND RENTAL TRANSACTIONS BETWEEN THEM, WITHOUT NECESSITY OF EITHER PARTY EXECUTING A NEW AGREEMENT.
1) DEFINITIONS: In this Agreement, the following words and expressions have the following meanings:
a. “SONUS” means SONUS Live LLC (D.B.A. SONUS Productions) with offices at 100 Twinbridge Drive, Unit G, Pennsauken, NJ 08110 USA.
“Customer” means the person, firm or entity whose details are set out in SONUS Rental Order who is renting the Equipment and includes any of its representatives, officers, employees or agents who are jointly and severally liable for performance of the Customer’s obligations under the Agreement.
“Services” Labor including but not limited to creative or technical designs, supervision of labor or performing other on-site services, such as set-up or operation of Equipment. Such Services shall be detailed as part of the Agreement Documents.
“Equipment” means any property, apparatus, material or equipment (including software, all accessories supplied either as part of a kit or as standard with the main unit) as set out in SONUS Order together with all cases, replacements, repairs, additions, attachments thereto and all future Equipment rented, which has been prepared by SONUS and approved by Customer.
“Delivery” shall be deemed to have occurred upon the earliest of (i) The date of shipment of the Equipment covered by the Agreement from the point of shipment; or (ii) Receipt of Equipment by Customer, Customer’s Agent or Shipper.
“Return” shall be deemed to have occurred only at such time as the Equipment is returned to SONUS facility during SONUS regular business hours and shall have accepted the same, unpacked the Equipment from its shipping container, inspected and determined the Equipment to be in good working order and condition by a SONUS employee (even if Customer hires SONUS to transport the Equipment).
2) Differing Terms: THESE TERMS AND CONDITIONS APPLY TO THE EXCLUSION OF ANY OTHER TERMS THAT THE CUSTOMER SEEKS TO IMPOSE OR INCORPORATE, OR WHICH MAY BE IMPLIED BY TRADE, CUSTOM, PRACTICE OR COURSE OF DEALING. IF ANY PURCHASE ORDER OR OTHER CORRESPONDENCE SUBMITTED BY CUSTOMER AT ANY TIME CONTAINS ANY TERMS OR CONDITIONS WHICH ARE DIFFERENT, CONTRARY, OR IN ADDITION TO THESE TERMS, SUCH TERMS ARE HEREBY EXPRESSLY OBJECTED TO AND REJECTED BY SONUS AND SHALL BE WHOLLY INAPPLICABLE TO ANY RENTAL MADE OR SERVICES PERFORMED HEREUNDER, AND SHALL NOT BE BINDING IN ANY WAY ON SONUS. SONUS FULFILLMENT OF ANY PURCHASE ORDER SHALL NOT BE CONSTRUED AS ASSENT TO ANY OF THE TERMS AND CONDITIONS PROPOSED BY CUSTOMER, AND SHALL NOT CONSTITUTE A WAIVER BY SONUS OF ANY OF THE TERMS CONTAINED HEREIN.
3) Headings: The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of the Agreement.
4) Agency: Each person executing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute and deliver this Agreement. The execution hereof by an agent of Customer shall conclusively establish the authority of such agent to contract herein unless SONUS receives written notification to the contrary prior to the loading of the Equipment for transit.
5) Insurance: Customer shall, at its own expense, procure and maintain in force at all times during the Rental Period and the Risk Period, including during times of shipment and storage, insurance coverage pursuant to SONUS’ Insurance Requirements.
Freight, Taxes, Licenses, And Fees: The Customer shall be liable for all costs and expenses of every character occasioned by, or arising out of, the Customer’s use or possession of the Equipment. Customer shall pay promptly when due all license fees, registration fees, assessments, duties, taxes, tariffs and other public charges which may now or hereafter be imposed upon the ownership, possession, rental or use of the Equipment, including any resultant penalties or interest, excepting only those based on SONUS net income or exempted by law. The Customer shall promptly notify SONUS of the receipt of any tax notices, tax report or inquiries or notices from taxing or other authorities concerning taxes, fees or assessments.
6) Title And Ownership: Nothing in the Agreement creates an agreement of sale or the creation of any security interest in the Equipment for the benefit of Customer. The Equipment is, and shall at all times remain the property of SONUS, and the Customer shall have no right title or interest therein or thereto except the right of possession and use of the Equipment during the rental period, pursuant to the terms of this Agreement. The Customer shall not remove, cover or obscure any serial number, tags or nameplates on the Equipment identifying SONUS as the owner of the Equipment. Customer has no option or right to purchase the Equipment, and no portion of any rental payment made hereunder shall constitute payment for any equity interest in the Equipment. The Equipment is, and at shall at all times remain, personal property of SONUS, notwithstanding that the Equipment or any part thereof may now be, or hereafter become, in any manner affixed or attached to any other personal or real property.
7) Customer Data: If applicable, Customer is solely responsible for storing and clearing any and all images (in any form), or any other content or Customer data (“Customer Data”), prior to the return of the Equipment. Upon return of the Equipment, SONUS may clean the Equipment of any Customer Data, however SONUS shall have no obligation to preserve or erase any Customer Data. SONUS shall not be responsible for disclosure of Customer Data due to the Equipment previously used by or on behalf of Customer. SONUS is not responsible for unrecorded Customer Data or the loss of Customer Data due to any cause whatsoever, including but not limited to, technical malfunction, physical damages, or errors on the part of SONUS employees, agents, representatives, contractors or subcontractors.
8) Recorded Media Limitation of Liability: Customer acknowledges that audio and/or video recording services rely on the proper operation of electronic equipment and human operation. In the event that recording of any portion of the event fails due to operator error, failure to activate recording, equipment malfunction, media corruption, or any other technical issue beyond reasonable control, SONUS liability shall be limited solely to the amount paid by Customer for the rental or use of the recording equipment associated with the failed recording. Under no circumstances shall SONUS be liable for any consequential, incidental, emotional, or financial damages arising from the failure to capture or preserve recorded media.
9) Risk Of Loss: The risk of loss, including theft, damage or destruction of the Equipment, no matter how occasioned and from any cause, shall pass to the Customer on Delivery of the Equipment to the Customer, Customer’s Agent or shipping carrier. The Equipment shall remain at the sole risk of the Customer during the Rental Period and any further term during which the Equipment is in the possession, custody or control of the Customer (“Risk Period”) until the Return of the Equipment to SONUS.
10) Malfunction: SONUS sole obligation and liability to customer in the event of a malfunction or failure of the Equipment solely caused by SONUS shall be to repair the Equipment or provide customer with the same or similar Equipment.
11) Premises: In the event Client enters a SONUS worksite to prep, pack or pick up Equipment, Customer agrees to follow all SONUS safety and health protocols, if required.
12) Media and Promotional Rights: The Customer acknowledges and agrees that SONUS retains the unrestricted right to photograph, film, record, and otherwise capture images, video, audio, or other media depicting the SONUS equipment, setup, performance environment, or related materials used as part of this agreement. SONUS may use, reproduce, publish, display, distribute, and otherwise utilize such media for promotional, marketing, portfolio, educational, archival purposes, including but not limited to websites, social media, advertising, and printed materials. To the extent that the Customer venue, event space, or other visual elements appear incidentally in such media, the Customer grants SONUS a perpetual, worldwide, royalty-free license to use such media without further approval or compensation.
13) Rigging Specific Obligations of Client: If Rigging Equipment (as defined below) is included as part of Equipment, Customer has the responsibility and obligation to assess the safety aspects of the use and application of the Rigging Equipment; to utilize trained and qualified personnel as operators; communicate all hazards and potential hazards to all users and operators; and assume all risks of use, including injury or death. Customer should rehearse all manual and automatic operation with dummy weight prior to use and inspect and test all Rigging Equipment and wire rope daily. Customer understands and accepts full responsibility for the safe and proper use, installation, operation and storage of the Rigging Equipment and for taking all actions to eliminate any hazards. Customer acknowledges that it has been advised that the raising and lowering of the Equipment attached to rigging is a delicate and potentially dangerous task that should only be performed by persons who are adequately trained (Qualified and/or Competent Rigger). Client hereby ASSUMES FULL RESPONSIBILITY AND RISK OF BODILY INJURY, DEATH OR PROPERTY DAMAGE during any use, operation, or performance of the Rigging Equipment and acknowledges that it has been warned of the potential hazards of Rigging Equipment, including but not limited to pinch, crush, fall and overhead hazards to name but a few. Customer is responsible to procure all necessary permits, consents, and licenses for the event, and, if necessary, Customer shall obtain a “stamped” high wind action plan, created by a licensed structural engineer, for all outdoor and/or temporary structures. SONUS assumes no responsibility or liability for the use of the Rigging Equipment where there are aerial stunts being performed using any part of the Rigging Equipment or where rigging personnel of Customer or third-party contractors are using Rigging Equipment as an anchor either for themselves or for any other equipment or attachments. “Rigging Equipment” shall include all spansets, slings, shackles, carabiners, pulleys, cordage, fall protection equipment, truss, truss bolts, truss pins, and potentially chains, chain motors and hoists.
14) Union Labor Responsibility: Customer acknowledge that certain venues, jurisdictions, or event conditions may require the use of union labor or may impose union rules governing the installation, operation, or removal of equipment. Client shall be solely responsible for all costs associated with required union labor, including but not limited to wages, overtime, benefits, penalties, steward fees, minimum call times, and any additional charges imposed by the applicable union or venue. SONUS shall not be responsible for any union labor costs, overages, penalties, or fees beyond those explicitly included in the agreed proposal or contract. Any additional union-related charges incurred before, during, or after the event shall be the responsibility of the Customer.
15) Customer Provided Labor: Customer provided labor includes Union Labor, Stagehands, House “Venue” Technicians, Volunteers or any other person(s) assisting with Production or Rental. If Customer needs to hire one or more Customer selected labor (“Customer Labor”), Customer shall at all times remain solely responsible for the acts and omissions of the Customer Labor, and Customer shall be responsible for ensuring that all Customer Labor are adequately trained, knowledgeable, experienced and skilled with respect to the work prior to performing Services. It is acknowledged and agreed by Customer, that any Customer Labor will be acting under the direct supervision and control of Client and not SONUS. Customer shall be solely responsible for providing such supervision and control and will protect the personnel, the Equipment and third parties from injury or loss. Customer will fully indemnify SONUS for the acts and omissions of Customer Labor.
16) Waiver: The failure by SONUS to insist upon strict compliance with these terms and conditions even after a breach or default by Customer shall not be construed as waiver of any of SONUS rights under this Agreement.
17) Indemnification: CUSTOMER SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD SONUS AND ANY OWNER, OFFICER, DIRECTOR, EMPLOYEE, SUBCONTRACTOR, AGENT, SUCCESSOR OR ASSIGN OF SONUS HARMLESS AGAINST ANY CLAIM, DEMAND, LOSS, DAMAGE, LIABILITY, LAWSUIT, CAUSE OF ACTION, JUDGEMENT, PENALTY AND/OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, COURT COSTS AND OTHER COSTS OF SUIT) ON ACCOUNT OF PROPERTY DAMAGE OR LOSS, OR PERSONAL INJURIES (INCLUDING ILLNESS, DISABILITY OR DEATH) RESULTING FROM THE OPERATION, USE OR HANDLING OF THE EQUIPMENT OR SERVICES PROVIDED HEREUNDER, TO THE EXTENT CAUSED BY THE NEGLIGENCE OR FAULT OF CUSTOMER AND/OR A THIRD PARTY.
18) Late Delivery: SONUS shall not be liable for late delivery or damage to the Equipment caused by (i) Client’s failure to provide information relevant to this Agreement or (ii) a Force Majeure Event, including manufacturer, third party trucking and supply chain issues. In the event of such delay, the time for delivery shall be extended for the same period that SONUS was delayed by such occurrence.
19) Adverse Weather: For outdoor events, Customer is responsible for providing a suitable weather contingency plan (e.g., tenting or indoor backup venue). SONUS is not responsible for service limitations caused by lack of such contingency. Weather-related delays exceeding 1 hour may result in additional labor overtime charges. SONUS reserves the right to suspend or cancel services if weather conditions pose a safety risk to personnel, equipment, or attendees, including high winds, lightning, or hazardous road conditions. Such determination shall be made in SONUS’ reasonable discretion.
20) Cancellation: In the event of cancellation by Customer prior to Delivery, charges may apply in consideration of SONUS preparing, holding in reserve or sub-renting equipment on Customer’s behalf and SONUS shall be entitled to compensation for any losses sustained due to full or partial cancellation of the order. No allowance or reduction of the rental fee due shall be allowed on the grounds that the Customer did not use the Equipment or any part thereof while the Equipment was in the Customer’s custody. All deposits due are non-refundable in all cases.
21) Force Majeure: Except as otherwise set forth herein, nonperformance by either Party of any of its obligations under the Agreement will be excused to the extent and only for so long as such performance is rendered impossible by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil unrest, strike (other than of the nonperforming Party or its subcontractors), governmental acts, failure of suppliers, including supply chain and manufacturer issues, third party trucking and labor shortages (not caused by a Party), or any other similar cause beyond the reasonable control of the nonperforming Party that would make it impossible, inadvisable or illegal to either render the Services or hold the event and the nonperforming Party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible. Client shall reimburse SONUS for its actual costs incurred in the event of Force Majeure, and SONUS agrees to use commercially reasonable efforts to mitigate costs.
22) Severability: If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
23) Governing Law, Jurisdiction and venue: This Agreement and any dispute or claim arising out of or in connection with its subject matter, formation or the transactions contemplated by the Agreement (including non-contractual disputes or claims) shall be governed enforced, and construed in accordance with the laws of the State of New Jersey without reference to any conflicts of law provisions which would require the application of any other law. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of any state court located in Camden County, New Jersey in connection with any matter arising out of this Agreement or the transactions contemplated by this Agreement. Each party hereby irrevocably agrees that process may be served on it in any manner authorized by the Laws of the State of New Jersey for such Persons and waives any objection, which it might otherwise have to service of process under the Laws of the State of New Jersey.
24) Waiver Of Jury Trial: Each party hereby irrevocably waives its rights to trial by jury in any Action or proceeding arising out of this Agreement or the transactions relating to its subject matter.