CenterPoint Marketing – Terms and Conditions of All Sales and Services
(Effective March 20, 2023)
1. Basis of Sales and Services. All products and services furnished by CenterPoint are sold on the terms and conditions stated herein and CenterPoint’s performance under any proposal or contract is made expressly conditioned upon the Client’s agreement to the following terms and conditions (the “Terms and Conditions”). These Terms and Conditions shall take precedence over any terms and conditions contained in an Authorization to Proceed or in an Estimated Total Project Costs that has been approved by a Client or in any other communication unless expressly agreed to by CenterPoint. Modifications to these Terms and
Conditions shall be effective immediately upon notice to the Client, including via posting to
2. Estimated Total Project Costs and Authorizations to Proceed. By approving the Estimated Total Project Costs for an event that have been prepared by CenterPoint and authorizing CenterPoint to proceed based on such Estimated Total Project Costs (an “Authorization to Proceed”), the Client agrees to be subject to these Terms and Conditions in their entirety. No request or order for products or services, whether or not submitted in response to a quotation by CenterPoint, shall be binding upon CenterPoint until CenterPoint has accepted such request or order by issuing an order acknowledgement.
3. Lead Times. CenterPoint will require a minimum of six (6) weeks lead-time to secure material, engineer and construct Exhibit components prior to the ship date to avoid overtime and rush charges.
4. Proposals. Estimated Total Project Costs are valid for forty-five (45) days, after which time material prices, vendor prices and lead-times will be re-evaluated to determine if any adjustments to the Estimated Total Project Costs are required.
5. Change Orders. Alterations or deviations requested by the Client from the specifications in the Estimated Total Project Costs approved by the Client may be performed on written or verbal instructions, but verbal instructions will be followed by written confirmation by CenterPoint, and estimates will be furnished upon request. Lack of such documentation, however, does not lessen the Client’s liability for payment. All additions will be extras over and above the Estimated Total Project Costs as approved by the Client in an Authorization to Proceed.
6. Freight and Show Service Estimates. Not included in the Estimated Total Project Costs are freight to destination, drayage, weight estimates, installation and dismantling costs, or other show rentals or services. Any amounts given by CenterPoint for these services in any Estimated Total Project Costs are budgetary amounts only and are subject to change due to various conditions at each use.
7. Handling Costs. Estimated Total Project Costs do not include the costs of receiving, handling, mounting
or crating of client products or literature unless specifically stated.
8. Trade Show or Event Regulations. Various trade show or event management organizations and convention centers may require detailed construction drawings and certification by a licensed structural engineer for exhibits over 12′ in height. Fire marshals across the country may impose varying regulations covering items from building materials to storage of literature. Clients should consult the applicable trade show and event regulations and inform CenterPoint of any such requirements. The expense to comply with these varying requirements, regulations and codes is not included in Estimated Project Costs unless specifically stated.
9. Dimensions. All dimensions noted in Estimated Total Project Costs or contained in CenterPoint renderings are approximations and subject to minor modification during engineering and construction as required. Areas where product or literature are displayed or stored will not be changed without your approval.
10. Payment. Fifty percent (50%) of the Estimated Total Project Costs shall be paid when the Project is authorized by the Client. Deposit Invoices shall be due upon receipt. The Client agrees to pay the balance of the Total Project Costs, Show Services Costs and all applicable sales tax after all of the trade Show Services Costs are reconciled (typically about 30 days after the event) and CenterPoint delivers its final invoice to the Client. Any balance remaining unpaid thirty (30) days after the date of invoice will be assessed a service fee of 1.5% per month, with each fraction of a month counted as a full month. The Client also agrees to reimburse CenterPoint for all costs associated with the collection of such overdue accounts (including, without limitation, attorneys’ fees).
11. Cancellations and Change Orders. CenterPoint shall use commercially reasonable attempts to accommodate any cancellation (whether due to an event cancellation or not) or change order requests, from a Client. However, all cancellation or change order requests shall be subject to cancellation or change order fees and reimbursement of all costs and expenses incurred by CenterPoint including, without limitation, all return shipping costs and labor.
12. Retention of Title/Security Interest. CenterPoint hereby reserves a security interest in all products and all proceeds therefrom until such time as the entire purchase price is paid in full to CenterPoint.
13. Risk of Loss. Risk of loss with respect to any CenterPoint products transfers to the Client at the time of shipment. It is the Client’s responsibility for insurance coverage of all types while the exhibit is “on the road” or residing in storage. CenterPoint does not purchase insurance over and above the standard amounts offered by any carrier. CenterPoint will assist in filing claims on the Client’s behalf but is not required to await claims settlement for payment.
14. Limited Warranty. CenterPoint warrants that each of its products shall be as specified and all work will be completed in a quality workmanlike manner at or exceeding industry standards. Certain materials are specified for their aesthetic value only and durability may be limited. CenterPoint cannot further warranty certain materials that are used beyond the original manufacturer’s intended warranty. Proper use and care must be taken under all conditions, allowing CenterPoint to determine if damages or wear are warranty related (the “Limited Warranty”). All claims made pursuant to this Limited Warranty are void unless submitted to CenterPoint within thirty (30) calendar days after the discovery of any Limited Warranty claim. CenterPoint is not responsible for damage arising from failure to follow instructions relating to the product’s installation, use or maintenance or from damage caused by misuse, abuse, vandalism, or repairs or modifications of the product that have been made by someone other than products’ installer. In addition, unless the installation of the product was contracted through CenterPoint, the Limited Warranty will not cover faulty installation.
EXCEPT AS PROVIDED IN THE LIMITED WARRANTY, CENTERPOINT MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO ANY PRODUCT AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE ARE EXPRESSLY AND SPECIFICALLY EXCLUDED AND DISCLAIMED. CENTERPOINT WILL NOT BE LIABLE UNDER THIS LIMITED WARRANTY UNLESS CENTERPOINT IS NOTIFIED IN WRITING OF ANY DEFECT BY THE BUYER PRIOR TO THE EXPIRATION OF THE WARRANTY PERIOD AS DESCRIBED ABOVE. UNDER NO CIRCUMSTANCES WHATSOEVER SHALL CENTERPOINT BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE,
15. Indemnification. The Client shall defend, indemnify and hold CenterPoint harmless from and against any and all damages, claims, deficiencies, losses, liabilities, obligations, and expenses (including reasonable attorneys’ fees) of every kind and description arising, directly or indirectly, from or in connection with: (i) the Client’s use of any CenterPoint products, and (ii) any negligence or willful misconduct of the Client.
16. Force Majeure. CenterPoint shall be excused from performing if prevented from doing so because of circumstances beyond the reasonable control of CenterPoint including acts of God, pandemics, strikes, casualty damage, late or non-delivery by suppliers to CenterPoint, shortages of raw materials, governmental prohibitions or limitations on performance.
17. Severability. In the event any of the terms and conditions contained herein is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability does not affect any other
term or condition.
18. Notices. All notices required or permitted to be sent to CenterPoint or the Client shall be given in the English language, in writing, and shall be deemed duly delivered when received via: (i) e-mail (if to CenterPoint, to www.centpoint.com, provided that a written copy of such notice is promptly delivered thereafter; or (ii) an internationally recognized commercial overnight courier service (if to CenterPoint, to 375 Rivertown Drive, St. Paul, MN 55125 Attn: President). All such notices shall be sent to the parties at such addresses as they shall make known to the other parties upon like notice.
19. Intellectual Property. CenterPoint shall retain sole ownership of all right, title, and interest in and to all of its intellectual property, including, without limitation, content and materials on its website, ideas, methods, trademarks, service marks, trade names, symbols, logos, copyrights, patents, trade secrets, and know-how (collectively, the “Intellectual Property”), and no licenses to any Intellectual Property are created hereunder.
20. Governing Law/Jurisdiction. All transactions to which these terms and conditions apply shall be governed by and construed in accordance with the laws of the State of Minnesota, United States of America, without reference to any choice of law provision that would cause the application of the laws of any jurisdiction other than the laws of Minnesota. Any legal action with respect to any such transactions must be commenced within two years after the cause of action has accrued. Any dispute arising under or relating to the transactions to which these terms and conditions apply shall be litigated in the state or federal courts sited in Minnesota. The Client voluntarily and irrevocably submits to the jurisdiction of such courts in any such action or proceeding and waives any objection it may now or hereafter have to venue or to convenience of forum. Both parties hereby knowingly and willingly waive their right to trial by jury.