General Terms and Conditions

Acceptance and Governing Provisions

Each project quote (“Project Quote”) issued by GhostLight Enterprises, Inc. (“GLE”) is an offer to rent the products and equipment (“Equipment”) and provide the labor and services (“Services”) identified in that Project Quote for a specific project (“Project”). Any Project Quote will be valid only for 14 days from issuance, unless reissued or extended in writing by GLE. The proposed client (“Client”) will be deemed to have accepted a Project Quote as issued if Client returns to GLE the signed Project Quote in a timely manner. Upon acceptance, the Project Quote together with these General Terms and Conditions (“Terms & Conditions”) and any other documents specifically incorporated in the Project Quote or separately agreed to in writing, such as specifications, drawings, or other requirements of Client, will become a binding contract between Client and GLE (collectively, the “Contract”). GLE shall have the right but not the obligation to cancel any Contract if the associated deposit (if any) is not received by GLE in a timely manner.

Rental Term

The rental term is as defined by the “Start” and “Return” dates in the Contract. Failure to return Equipment or continued use of the Equipment after the “Return Date” will result in additional charges. No allowance is made for Saturdays, Sundays or Holidays. Client agrees to provide GLE a reasonable period for removal of Products upon completion of the rental term, not to exceed 24 hours unless otherwise agreed in writing.

Equipment

The Client hereby accepts the listed equipment in good condition for rental at the rates listed on the Project Quote and shall be responsible for this equipment during the period of rental. Any damage or loss of said equipment whether resulting from theft, casualty, or other cause will be paid by Client. Client agrees to permit GLE to remove this equipment from Client's premises and/or venue site in the event that amounts are not paid when due.

Payment

All accounts require a 50% deposit to confirm project and secure equipment with the balance due 7 days prior to rental Start date unless otherwise indicated on the Project Quote. Cancellation after confirmation forfeits deposit; additional charges may apply based on production schedule. Should the Client fail to pay any part of the rental price in accordance with the payment terms defined on each Project Quote, for any reason whatsoever, GLE shall be entitled to refuse to install the Equipment and to remove the Equipment from the site, the whole without any prejudice to GLE’s right to demand from the Client payment of any unpaid part to the rental price and any other damage suffered and, moreover, without any recourse or claim of any nature whatsoever by Client against GLE, including, without limitation, under this Contract or extra-contractually. If Client fails to respect the payment terms, GLE reserves the right to cancel this Contract within thirty (30) days of the event. A finance charge of 1.5% per month will be applied to all accounts with a balance 10 days past due. All fees incurred in collecting a past due account will be the responsibility of the Client. A $30.00 service fee will be charged for any check not honored by your bank. Accounts over 30 days past due may be put on credit hold. Accounts over 60 days past due will be referred for collection and the account status with GLE may be terminated.

Title or Ownership

Title or ownership of the Equipment is, and shall at all times, remain the property of GLE and the Client shall have no right of property therein except the right to use the said equipment during the rental term of this Contract which right shall be exercised by the Client and/or competent employee of the Client.

Site Conditions

Client must ensure that the loading dock or comparable location for unloading is easily accessible by trucks with a permitted total weight of up to 80,000 lbs. and fully accessible at the time of delivery. To the extent GLE contracts for unloading, installation, dismantling and/or reloading, Client must ensure that the site, including all access routes, working environment and installation location(s) (“Site”), is free of any objects that could prevent or hinder access and otherwise is fully adequate for the intended use. The Site (including but not limited to all access routes and the installation locations for Equipment) must be suitably level and stable. The preparation of the Site is to be completed in advance and at no cost to GLE. Any damage to the Site will be the responsibility of the Client and Client will be responsible for any delays as well as additional charges based on inadequacies associated with Site conditions. Client also is responsible for providing (at no cost to GLE) utilities (including electricity and water) and secure storage capacities as reasonably required by GLE.

Indemnification

To the fullest extent permitted by law, GLE expressly agrees to indemnify, defend and hold harmless the Client from and against any and all claim or loss arising out of any violation of any law, rule, or order, and from any and all claims or liabilities, including reasonable attorneys fees, for loss, damage or injury to persons or property of whatever kind or nature arising from the negligence or willful misconduct of GLE, its parents, partners, affiliates, subsidiaries, successors or assigns and each of their respective agents, employees, representatives, and contractors in performance of this Contract.

To the fullest extent permitted by law, the Client expressly agrees to indemnify, defend and hold harmless GLE from and against any and all claim or loss arising out of any violation of any law, rule, or order, and from any and all claims or liabilities, including reasonable attorneys fees, for loss, damage or injury to persons or property of whatever kind or nature arising from the negligence or willful misconduct of the Client, its parents, partners, affiliates, subsidiaries, successors or assigns and each of their respective agents, employees, representatives, and contractors in performance of this Contract. In no event shall either party be liable for any consequential, incidental, indirect, punitive or special damages in connection with this agreement.

Insurance

Client shall maintain comprehensive, all-risk insurance against loss, theft, damage or destruction of the equipment in an amount no less than the full insurable value of the Equipment. Client shall also maintain comprehensive general liability insurance in an amount not less than $1,000,000.00. Whenever the replacement value of the Equipment being rented for a Project exceeds One Hundred Thousand Dollars ($100,000.00), a certificate of insurance naming GLE as an additional insured and including GLE as a loss payee, must be received by GLE before any equipment is shipped or delivered. Waiver of Subrogation applies with respect to Workman’s compensation.

Warranty and Limitation

GLE MAKES NO WARRANTY, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY OR THAT THE EQUIPMENT SHALL BE FIT FOR A PARTICULAR PURPOSE. FURTHER, GLE IS NOT OBLIGATED TO RENDER ADVICE TO THE CLIENT OR TO MAKE RECOMMENDATIONS CONCERNING THE USE OF EQUIPMENT OR ANY ASSOCIATED SITE DESIGN, AND GLE ACCEPTS NO RESPONSIBILITY FOR GRATUITOUS ADVICE OR RECOMMENDATIONS MADE BY GLE PERSONNEL OR ANY LIABILITY FOR ACTIONS TAKEN ON THE BASIS OF SUCH INFORMATION OR DAMAGES ARISING THEREFROM.

Damages and Limitation

THE MAXIMUM LIABILITY OF GLE AND ANY GLE AFFILIATES, IF ANY, UNDER THIS AGREEMENT, OR ARISING OUT OF ANY CLAIM RELATED TO THE EQUIPMENT OR SERVICES, FOR DIRECT DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE SHALL BE LIMITED TO THE TOTAL AMOUNT OF FEES RECEIVED BY GLE FROM CLIENT HEREUNDER UP TO THE TIME THE CAUSE OF ACTION GIVING RISE TO SUCH LIABILITY OCCURRED. IN NO EVENT SHALL GLE OR ITS AFFILIATES BE LIABLE TO CLIENT OR ANY THIRD-PARTY BENEFICIARY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATED TO EQUIPMENT OR SERVICES PROVIDED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cancellation

If the Client decides to cancel the event more than thirty (30) days prior to its scheduled date for any and all reasons, the Client shall pay GLE fifty percent (50%) of the amount payable per event. However, if the Client decides to cancel the event thirty (30) days or less prior to its scheduled date for any and all reasons, GLE shall be entitled to all amounts payable in accordance with this Contract.

Mediation / Arbitration

GLE and Client agree that if a dispute arises under this Contract regarding the allegation of any material breach of the Contract by either GLE or Client, that GLE and Client agree that a more economically feasible and sound business practice would be that GLE and Client implement a mediation/arbitration procedure. Therefore, GLE and Client consent that upon the assertion of a dispute regarding a material breach of this Contract, GLE and Client will retain the services of a mutually agreeable mediator within 15 days from the assertion of the dispute. The cost of the mediator will be borne equally by GLE and Client. The mediator shall be chosen from the list of mediators currently certified by the Kendall County Circuit Court.

In the event that the mediation is unsuccessful, then within 15 days after the unsuccessful mediation, GLE and Client agree to enter into binding arbitration to resolve the asserted dispute. The arbitration shall be conducted in accordance with rules and procedures of the American Arbitration Association then in effect; the cost of the arbitration shall be borne equally between GLE and Client. GLE and Client will each bear the cost of their attorney fees, if any. The decision of the arbitrator shall be final and binding. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

General

Headings
The headings and captions used in these Terms & Conditions are used for convenience only and are not to be considered in construing or interpreting these Terms & Conditions.

Relationship of the Parties
Client and GLE are independent parties, and nothing in these Terms & Conditions or the Contract makes either party the agent or legal representative of the other party for any purpose. Neither party has authority to assume or to create any obligation on behalf of the other party.

Entire Agreement
The Contract, including these Terms & Conditions, constitutes the entire agreement between the parties with respect to its subject matter, and supersedes all prior oral or written representations or agreements by the parties with respect to the subject matter of the Contract, including Client’s request for quotation and GLE quotation unless specifically incorporated in the Contract. No subsequent terms, conditions, understandings, or agreements purporting to modify the terms of the Contract will be binding unless confirmed in writing by both parties.

Priority
Specific terms and conditions on the Project Quote and the other documents comprising the Contract will take priority over any inconsistent provision in these Terms & Conditions.

Incorporation into Subsequent Contracts
After the first Contract between the parties, these Terms & Conditions will be deemed to be incorporated into every subsequent Project Quote, and acceptance of any subsequent Project Quote by Client shall be deemed an acceptance of these Terms & Conditions, including any subsequent amendments, in each subsequent Contract.

Amendment
These Terms & Conditions, as published on the GLE website located at www.ghostlight.info at the time of delivery of rental Products and/or provision of Services, are the governing terms and conditions between GLE and Client, and may be amended from time to time by GLE without further notice to Client.

Force Majeure
Except as otherwise expressly stated in this Contract, neither GLE or Client shall be liable to the other party for any damages arising out of any failure to perform their obligations under this Contract caused by, or which results from, any fire, flood or other extreme weather conditions caused by the forces of nature, any embargo, foreign or domestic war, railroad delay, car shortage, shipping delay, or any other cause or contingency outside the control of GLE or Client, as the case may be.

Fuel Surcharge
Quoted prices that include delivery of Equipment are based on prevailing fuel prices. In the event prevailing fuel prices increase by more than 20% between the time of Contract and delivery, GLE shall have the right to add a fuel surcharge to the Contract price to offset the increase in the prevailing fuel price.

Compliance with Laws
Client shall comply with applicable laws, rules and regulations of the jurisdiction(s) where the Equipment will be used.

Notices
Unless otherwise provided, any notice required or permitted under this Note shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or by a nationally-recognized delivery service (such as Federal Express or UPS) or forty-eight (48) hours after being deposited with the United States Post Office, by registered or certified mail, postage prepaid and addressed to the Party at the address set forth in the Contract, or at such other address as may be designated in writing.

Waiver
The failure of either party to enforce any right or remedy provided in the Contract or by law on a particular occasion will not be deemed a waiver of that right or remedy on a subsequent occasion or a waiver of any other right or remedy.

Governing Law
The Contract shall be governed by and construed under the internal laws of the State of Illinois as applied to agreements among Illinois residents entered into and to be performed entirely within Illinois, without reference to principles of conflict of laws or choice of laws.

Assignment
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party, provided however that GLE may assign any Contract to any successor of GLE or any purchaser of all, or substantially all, of the company’s assets, without further consent.

Severability
If one or more provisions of these Terms & Conditions or any associated Contract is held to be unenforceable under applicable law, such provision(s) shall be excluded from therefrom provided that such severance does not alter the fundamental terms and conditions of any applicable transaction, and the remaining provisions shall be fully enforceable in accordance with their terms.

GhostLight Enterprises, Inc. Terms and Conditions Effective 01/01/2019