Terms and Conditions of Contract for Material Handling & Labor Services

1. Acceptance. By accepting any goods and/or services (“Services”) provided by AGS Exposition Services, Inc. (“AGS”) and/or its carriers, contractors, and each of their agents (collectively, the “AGS Parties”), the Customer and any other party with an interest in, or who benefits from, such goods or Services agree to be bound by these Terms and Conditions (this “Agreement”).
2. Changes. AGS may modify these Terms and Conditions in its sole discretion upon advance notice to affected parties.
3. Scope; Binding Effect. These Terms bind AGS, Customer, and their respective agents and representatives, as well as any shipper, consignee, customer-contracted labor (including installation and dismantle companies and personnel), and any other party with an interest in or benefiting from the Services. Each such party receives the benefit of, and is bound by, all provisions herein, including time limits and limitations of liability. Customer is solely responsible for ensuring such parties have received and consented to this Agreement.
4. Scope of Labor and Material Handling Services. These Terms govern all services performed by AGS, including material handling, drayage, storage, transportation, and, if AGS directly offers such services, any labor or related work such as installation and dismantle, rigging, carpentry, cleaning, or similar on-site or off-site event labor. Where a venue/facility/project mandates exclusive providers (e.g., electrical, rigging, cleaning), AGS is not deemed the provider and bears no responsibility for those exclusive contractors.
5. Definitions. “AGS” means AGS Exposition Services, Inc., including its agents and employees. “Carrier” means motor carriers, van lines, air carriers, and air or surface freight forwarders. “Cold Storage” means storage of Goods in a climate-controlled area. “Accessible Storage” means holding of Goods with access during event days/hours (space-only; not insurance or bailment; no custody/security/inventory/condition guarantees). “Consignee” means the party to whom Goods are shipped. “Customer” means any exhibitor, event participant, or other party requesting Goods/Services from AGS. “Event Site” means the venue(s) where the event occurs, including docks/staging areas. “Goods” means exhibits, property, materials, equipment, displays, and other commodities for which AGS is requested to provide/perform Services. “HAZMAT” has the meaning in 49 C.F.R. Parts 171–177. “ICCTA” means 49 U.S.C. §§ 13101–14914. “Services” includes warehousing, storage, transportation, drayage, electrical, rigging, material handling, design, graphics, carpentry, installation/dismantle, and logistics. “Shipper” means any party tendering Goods to a Carrier.
6. Customer Obligations.
   (a) Payment for Services. Customer, Shipper, and Consignee are jointly and severally liable for all charges for Services performed by the AGS Parties. Upon placing an order (online, by fax, by phone, or via on-site work order), Customer authorizes AGS to charge any provided credit card for all Goods and Services rendered, including after Customer’s departure.
   (b) Credit Terms. Unless otherwise agreed in writing, all charges are due before Goods are delivered or Services performed. AGS may require prepayment or other written guarantees; may hold Goods for non-payment and assess storage/handling fees. Any balance unpaid 30 days after delivery accrues interest at 1.5% per month until paid; Customer is responsible for reasonable collection costs (including attorneys’/experts’ fees and court costs).
   (c) HAZMAT Compliance. Customer must disclose HAZMAT; comply with all HAZMAT laws; ensure packages are accurately described, marked, addressed, and adequately packaged; provide DOT documentation and required placards; and provide accurate information to AGS/Carrier.
   (d) Customer-Selected Carriers. If Customer designates its own Carrier, AGS acts solely as Customer’s agent for tender/release. Any delay, loss, damage, detention, reconsignment, reweigh, add-on charges, or service failures by Customer’s Carrier are solely between Customer and that Carrier; Customer shall defend, indemnify, and hold the AGS Parties harmless. Customer remains solely liable to the Carrier for freight charges, re-ratings, corrected charges, or tariff adjustments.
7. ICCTA Waiver; Mutual Indemnification.
   (a) ICCTA Waiver. To the extent permitted by law, the parties expressly waive any conflicting rights or remedies under the ICCTA.
   (b) Customer Indemnification. Except to the extent caused by AGS’s gross negligence or willful misconduct, Customer shall defend, indemnify, and hold harmless the AGS Parties from claims, demands, suits, liabilities, damages, costs, and expenses (including reasonable attorneys’, experts’, and consultants’ fees and court costs) arising out of or related to injury, death, or damage to property other than Goods, and from acts/omissions of Customer, its agents, contractors (including I&D labor), subtenants, licensees, invitees, or anyone present at Customer’s request. Customer acknowledges the Event Site is an active work zone and all such persons are present at their own risk.
   (c) AGS Indemnification. Subject to the limitations herein, AGS will defend, indemnify, and hold harmless Customer from third-party claims for injury, death, or damage to property other than Goods, but only to the extent caused by AGS’s gross negligence or willful misconduct. This obligation does not apply to claims arising from persons present in “off-limits” areas or outside the effective dates/hours of Customer’s event space lease.
   (d) Waiver of Subrogation. Customer waives, and shall cause its insurers to waive, rights of recovery and subrogation against the AGS Parties to the extent permitted by law; policy endorsements shall be produced upon request.
8. Disclaimer and Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL ANY PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS/INCOME, LOSS OF USE, OR BUSINESS INTERRUPTION). Subject to these Terms, AGS is liable for loss or damage to Goods only if caused solely and directly by AGS’s gross negligence or willful misconduct. AGS is not liable for loss, damage, or delay resulting from acts of God, weather, epidemic/pandemic, supply-chain or transportation disruptions, cyber events, act or default of Customer/Shipper/Carrier/owner, the inherent nature of Goods, public enemy/authority, labor disputes, terrorism, or war. Reasonable Dispatch: AGS does not guarantee a particular schedule; Services are provided with reasonable dispatch, subject to marshaling/load sequencing/safety. Aggregate Cap: For any event, shipment, or project, AGS’s total cumulative liability shall not exceed the lesser of stated released-value amounts or the total fees actually paid to AGS for the specific Services giving rise to the claim.
9. No Liability for Loss or Damage to Goods.
   (a) Condition of Goods. No liability for uncrated/improperly packed freight, glass breakage, concealed damage, ordinary wear and tear, or damage to shrink-wrapped Goods; Goods must withstand handling by heavy equipment.
   (b) Receipt of Goods. No liability for Goods received without receipts/freight bills or piece counts, or for bulk shipments (e.g., UPS, air freight, van lines); such Goods are delivered to booth without guaranteed count/condition.
   (c) Force Majeure. No liability for loss/damage due to events listed under force majeure and similar causes.
   (d) Cold Storage. Stored at Customer’s sole risk.
   (e) Empty Storage. No liability for loss/damage to Goods, crates, or contents while in empty storage; Customer must affix AGS “Empty” labels and remove pre-existing labels.
   (f) Freight Re-Route / Drayback / Abandonment; Missed Pickup. Customer is responsible for accurate outbound paperwork/labels. Goods left after the event closing deadline—or when Customer’s Carrier fails to check in by the outbound cutoff or within 30 minutes of the pickup window—may be removed and shipped/drayed at Customer’s expense (including return shipping). If drayed back to a warehouse, a Service Fee minimum of $850.00 applies; typical drayback fees range from $850–$2,500 (local warehouse only; excludes final shipping/handling). After drayback, storage/demurrage/admin charges accrue at posted rates. Items abandoned by exhibitors are subject to a Service Fee beginning at $500, plus any venue/Carrier charges. AGS assumes no liability for re-routing, drayback, storage, or disposal.
   (g) Concealed Damage / Fragile or Improper Packaging. No liability for concealed loss/damage, including to glass, electronics, prototypes, original art, uncrated Goods, or improperly packaged/labeled items.
   (h) Unattended Goods. From inbound receipt through outbound loading—including the entire event term—AGS assumes no liability for loss/damage to unattended Goods; Customer must insure its Goods.
   (i) Unattended or Attended Booths. No liability while Goods are in Customer’s booth at any time, attended or unattended, and continuing until tender to the Carrier-of-record and documented receipt by that Carrier; outbound forms/bills of lading will be checked at pickup.
   (j) Special Handling Needs. No liability for loss, damage, or delays for Goods requiring special devices/facilities unless AGS received sufficient advance notice; AGS may refuse movement where equipment/facility limitations exist.
   (k) Mitigation; Perishables; Unsafe/Leaking Goods. AGS may (but is not obligated to) take reasonable steps to protect perishable, unsafe, or leaking Goods (e.g., segregation, over-packing, neutralization, or disposal without compensation). Customer is responsible for all related costs and shall indemnify the AGS Parties.
   (l) Accessible Storage. Space-only; not insurance, bailment, or guarantee of custody/security/inventory/condition; Customer bears all risk and should insure Goods. Daily charges apply at posted rates.
10. Agency Status; Substitution of Carriers.
    (a) Agency Only; Not a Bailee/Shipper. For receipt, handling, temporary storage, and reloading, AGS acts solely as Customer’s agent, not as a bailee or shipper. If AGS signs any delivery receipt/bill of lading, it does so as Customer’s agent; Customer retains liability. Nothing herein converts AGS into a carrier under 49 U.S.C. § 13102 nor imposes Carmack liability under 49 U.S.C. § 14706.
    (b) Substitution of Carriers. To expedite removal from the Event Site, AGS may change Customer’s designated Carrier if that carrier fails to pick up on time.
    (c) Re-weigh / Re-measure Authority. AGS may re-weigh, re-measure, or re-classify shipments and invoice based on actuals, including special handling surcharges at posted rates.
11. Labor Services; Liability and Supervision. AGS provides labor services (including installation, dismantle, rigging, carpentry, and cleaning) subject to these Terms. For supervised labor, AGS’s liability is limited to direct physical loss/damage caused solely and directly by AGS’s gross negligence or willful misconduct, and shall not exceed the lesser of (i) the cost of such labor services or (ii) the depreciated value of the affected property. For dismantle/removal, Customer acknowledges AGS did not participate in original installation and must rely on Customer-supplied information; Customer is responsible for completeness/condition of materials and packing; AGS has no liability for issues arising from incomplete/inaccurate instructions or materials. For unsupervised labor, Customer assumes all risk/responsibility for direction, supervision, and results, and shall defend, indemnify, and hold harmless AGS and event management. AGS is not responsible for delays/work stoppages due to union disputes or other labor actions beyond its control. AGS may refuse/suspend work that would create an unsafe condition or violate facility/union/regulatory requirements; fees for Services already rendered remain payable.
12. Measure of Damages; Released Value Option.
    (a) Sole Monetary Relief. If AGS is found liable for loss/damage to Goods, AGS’s maximum liability is the lesser of: $0.50 per pound, $100 per container, or $1,500 per shipment.
    (b) Labor. Labor liability per “Labor Services; Liability and Supervision.”
    (c) Released Value Increase (Optional). Prior to service performance and subject to AGS’s written acceptance and additional charges, Customer may request a higher released value limit for a specific shipment/project. Any approved increase applies only to direct physical loss caused solely by AGS’s gross negligence or willful misconduct and shall not exceed an agreed aggregate cap. Declared values on carrier documents do not alter AGS’s limits absent AGS’s written released-value increase.
13. Insurance; Claims; Evidence; Legal Action Notices.
    (a) Insurance. AGS is not an insurer and does not provide insurance. Customer is solely responsible for insuring Goods at all times (including storage, transit to/from the Event Site, and on the floor). “All Risk” coverage is strongly recommended. Customer shall maintain (i) commercial general liability with limits customary for trade-show exhibitors, naming AGS as additional insured on a primary/non-contributory basis, and (ii) property insurance on an “all risk” basis; certificates/endorsements shall be produced upon request.
    (b) Notice of Loss or Damage. To preserve a claim, Customer must notify AGS (or its agent) within 24 hours of the occurrence, evidenced by an on-site Incident Report.
    (c) Evidence Required. As a condition precedent, Customer shall: provide time-stamped photos/videos at hand-off and discovery; retain packaging/contents; provide serial/model numbers and invoices; and make Goods available for inspection.
    (d) Filing a Claim. A written claim must identify the Goods, assert liability, and demand a specified/determinable amount. Deadlines: event-site claims within 30 days after event close; transit claims within 30 days after delivery. Reports/notations are not claims. Customer may not withhold/offset amounts owed to AGS; invoices must be paid before event close; any claim is pursued separately. AGS may pursue collection regardless of alleged loss.
    (e) Transit Claims. Governed by the carrier’s tariff/applicable law; must be filed with the Carrier identified on the bill of lading. AGS may assist with documentation but is not the proper party; Customer’s payment obligations to AGS are not contingent on Carrier resolution.
    (f) Filing of Suit. Any action regarding loss/damage to Goods must be filed within one (1) year from AGS’s written declination (in whole or part) of a claim.
    (g) Notice of Legal Action. If an exhibitor threatens legal action, AGS personnel communications may cease and future service to that exhibitor may be suspended.
14. Governing Law; Venue; Dispute Resolution; Waivers.
    (a) Governing Law; Venue; Fees. Florida law governs. The parties submit to jurisdiction/venue in the U.S. District Court, Middle District of Florida (Orlando Division), or the State Courts of Orange County, Florida. The prevailing party is entitled to reasonable attorneys’ fees and taxable costs at all trial/appellate levels.
    (b) Pre-Suit Mediation. Except for collection of undisputed sums, temporary injunctive relief, or small-claims matters, the parties shall first participate in non-binding mediation in Orange County, Florida, with a mutually agreed mediator (or court-appointed). Costs are borne individually; mediator fees are shared equally. A party refusing mediation after written demand may not recover attorneys’ fees for the period of refusal.
    (c) Class Action and Jury Trial Waivers. To the fullest extent permitted by law, the parties waive any right to a jury trial and waive participation in any class, collective, or representative action; claims shall be brought on an individual basis only.
15. Advanced Warehousing / Temporary or Long-Term Storage. If no separate Storage Agreement is executed, AGS’s responsibility is limited to ordinary care/diligence; liability exists only for loss/damage caused solely and directly by AGS’s gross negligence, capped at the lesser of $0.50 per pound, $100 per container, or $1,500 per shipment (prorated by weight for partial loss). AGS is not responsible for losses due to fire, theft, elements, vandalism, moisture, vermin, mechanical breakdown/failure, temperature change, or other causes beyond its control; nor for marring/scratching/breakage of fragile items; nor for mechanical functions of instruments/appliances, even if AGS packs/unpacks them. No special/incidental/indirect/consequential damages are recoverable. Fees are for space use only; no security or environmental guarantees; AGS DOES NOT PROVIDE INSURANCE; Customer must insure its risk.
16. Advance Warehouse Agency and Limitation of Liability. For certain Events/Projects, AGS may coordinate or designate an advance warehouse operated by an independent third-party provider (“Warehouse Provider”). Such warehousing is provided solely by the Warehouse Provider, not by AGS. AGS acts only as an agent in arranging storage and does not control the facility/personnel/operations. Claims for loss/damage/theft/delay while in the Warehouse Provider’s custody must be filed directly with that provider. AGS may assist with documentation but assumes no liability for third-party warehouses/carriers.
17. Post-Event or Drayback Storage.
    (a) Warehouseman Status. Upon drayback or where disposition is pending, AGS holds Goods as a warehouseman only, with duties limited to ordinary care; storage, notice, and disposition proceed per this Agreement and applicable law.
    (b) Warehouseman’s Lien. AGS has a possessory lien on Goods for all charges and may, after reasonable legal notice, sell or dispose of Goods to satisfy unpaid amounts, applying proceeds to charges and costs of sale.
18. Right to Refuse Service; Safety. AGS may refuse or suspend Services if materials or working conditions materially deviate from disclosed conditions, contain prohibited items, or present unreasonable safety, environmental, or labor risks (including unsafe work areas, jurisdictional disputes, walkouts, or similar). This right extends to dismantle-only services where materials/packing deviate from those disclosed or cannot be safely handled/packed without damage. If refused/suspended, AGS will notify a designated contact if identifiable. Customer must correct issues on-site or handle materials/labor directly to meet move-in/move-out requirements. Fees for Services already rendered remain payable. All persons at the Event Site must comply with posted safety rules, restricted areas, and PPE requirements; violations are at Customer’s risk.
19. General Provisions.
    (a) Entire Agreement; Amendments. This Agreement constitutes the entire agreement regarding its subject matter and supersedes inconsistent prior terms. Amendments must be in a signed writing (other than unilateral changes by AGS made with advance notice under “Changes”).
    (b) Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary to be enforceable; the remainder stays in effect.
    (c) No Waiver. A party’s failure or delay to enforce any provision is not a waiver.
    (d) Headings. Headings are for convenience only and do not affect interpretation.
    (e) Third-Party Beneficiaries. The AGS Parties (carriers, contractors, and their agents) are intended beneficiaries of Sections 1 and 3–12.
    (f) Electronic Signatures; Notices. The parties consent to electronic signatures and to receiving notices by email to the addresses provided in ordering documents; notices are deemed given when sent (or, for mailed notices, upon delivery confirmation).