Radical Intentionality. Clear Expectations.
The terms and conditions that guide our work together.
Steel City Displays Group, LLC
1. Acceptance and Contract Documents
These Terms & Conditions apply to the accompanying estimate issued by Steel City Displays Group, LLC (“Steel City Displays”) to the customer identified in that estimate (“Client”).
By approving the estimate, the Client agrees to its scope, pricing, payment schedule, and these Terms & Conditions, which are linked in the estimate and incorporated into it by reference. Together, the approved estimate and these Terms & Conditions constitute the agreement between the Client and Steel City Displays. If a conflict exists, project-specific provisions expressly stated in the approved estimate control over these general Terms & Conditions. The person approving the estimate represents that they are authorized to act on the Client’s behalf and bind the Client to the agreement.
The estimate is valid for thirty (30) days from its issue date unless otherwise stated. Acceptance after that period requires written confirmation from Steel City Displays.
Steel City Displays objects to additional or conflicting terms in Client purchase orders, vendor forms, or other documents. Such terms do not modify the agreement unless expressly accepted in writing/email by an authorized representative of Steel City Displays.
2. Scope of Work and Included Costs
The approved estimate defines the services, materials, quantities, and deliverables included in the project. Items not expressly included are excluded. Additional work requires written approval of its scope and pricing before it begins.
Freight, installation and dismantle labor, storage, on-site supervision, and show services are included only where specifically listed. Show services may include electrical, internet, rigging, material handling or drayage, and other venue or contractor charges.
Unless expressly identified as fixed, third-party charges are estimates subject to reconciliation under Sections 3 and 4.
Steel City Displays’ estimated prices may include procurement, coordination, management, overhead, and profit. They are not representations of underlying supplier rates. Actual-cost reconciliation applies only to items identified as estimated or subject to reconciliation.
3. Completion and Payment
Unless a different schedule is expressly stated in the approved estimate or a separate signed agreement:
Deposit: A fifty percent (50%) deposit is invoiced upon approval of the estimate and is due fifteen (15) calendar days from the invoice date (“Net 15”).
Ship-date invoice: On the ship date, Steel City Displays will invoice the remaining build or rental balance, plus one hundred percent (100%) of estimated show services and outbound freight, less amounts previously invoiced for those items. This invoice is due thirty (30) calendar days from the invoice date (“Net 30”).
Final reconciliation: Final adjustments, including approved additional show-site or show-contractor services not initially estimated or accounted for, will be included in a reconciliation invoice due Net 15. Reconciliation may include approved change orders, additional labor, material handling or drayage, approved rush charges, and differences between estimated and actual charges for approved services. Approval requirements in Section 4 continue to apply. Overpayments will be credited or refunded.
The booth build is complete when approved components pass Steel City Displays’ pre-shipment inspection and are ready to ship. Separately contracted shipping, installation, or other remaining services do not postpone completion of the build.
If shipment is delayed at the Client’s request or because of the Client’s failure to provide required approvals, information, materials, or access, the ship-date invoice may be issued on the scheduled ship date once the components have passed inspection and are ready to ship. Additional storage, handling, or rescheduling charges require advance written approval.
Applicable taxes will be added where required unless the Client provides a valid exemption certificate.
Past-due amounts may accrue simple interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, without compounding.
The Client will promptly identify invoice disputes in writing/email, stating the disputed amount and reason. Undisputed amounts remain payable when due. Payment is not contingent on reimbursement by another party, event attendance, lead generation, sales results, or other business outcomes.
4. Changes, Additional Services, and Third-Party Overages
Changes to approved designs, materials, graphics, scope, or schedules require written approval of the scope and pricing before additional work begins. Written/email approval from the Client’s authorized representative is acceptable.
A Steel City Displays supervisor or other representative may not order additional on-site services or incur additional expenses on the Client’s behalf without prior written/email approval from the Client’s authorized representative. Approval may identify a specific amount or a maximum authorized budget.
Approved changes may affect cost, completion dates, and shipping schedules. Any applicable rush fees will be identified and submitted for approval in advance.
For third-party services expressly identified as estimated and subject to reconciliation, approval authorizes the described service at the applicable charging basis disclosed in the estimate or approved order. Final charges may vary because of actual shipment weights, measured labor hours, minimum charges, overtime, or venue and contractor assessments applicable to that approved service.
The Client is responsible for those properly assessed charges within the approved scope, including applicable coordination fees or markups disclosed in the estimate. This does not authorize Steel City Displays to order additional services or charge the Client for costs caused by Steel City Displays’ own errors or unauthorized actions.
Steel City Displays will promptly notify the Client of anticipated overages. Any discretionary increase in scope, additional service, or spending above an expressly approved maximum requires prior written approval.
If approval is unavailable, Steel City Displays may pause affected work or services. Resulting schedule changes will not constitute a breach by Steel City Displays.
5. Contingency Allowance
A contingency allowance of up to fifteen percent (15%) may be included when specifically identified and approved in the estimate. Approval of the allowance does not authorize spending against it.
Any proposed use of the contingency, including the scope and amount, requires prior written approval from the Client’s authorized representative. Written/email approval is acceptable.
Unused contingency amounts will not be billed. Amounts collected but unused will be credited or refunded in the final reconciliation.
6. Client Responsibilities, Approvals, and Scheduling
The Client will provide accurate brand assets, graphic content, specifications, and Client-supplied products or equipment by agreed deadlines. The Client is responsible for obtaining necessary rights and permissions for materials it supplies.
The Client will identify applicable event, venue, site, and installation requirements within its knowledge or control and promptly communicate changes. Responsibility for obtaining permits, engineering approvals, or other specialized services must be expressly assigned in the estimate.
The Client will designate one authorized representative to approve drawings, graphic proofs, changes, and expenses. Steel City Displays may rely on that representative’s written approvals until notified otherwise in writing/email.
The Client is responsible for reviewing proofs and drawings for content, spelling, dimensions supplied by the Client, and other approval details. Corrections to Client-approved content are changes subject to Section 4. Approval does not excuse Steel City Displays’ production errors or departures from approved specifications.
Schedules depend on receipt of the deposit, timely approvals, necessary information and materials, and third-party availability. Steel City Displays is not required to begin procurement or production before receipt of the required deposit.
Client delays and approved changes may extend schedules. Steel City Displays is not required to absorb acceleration costs or guarantee the original deadline following a Client delay. Additional work and rush fees require advance written approval.
7. Cancellation and Postponement
The Client must submit cancellation or postponement requests in writing/email.
Upon cancellation, the Client is responsible for work performed through the cancellation date at the agreed rates, materials purchased or committed to the project, noncancelable third-party obligations, and reasonable, documented cancellation, restocking, and project closeout charges, to the extent recoverable under applicable law.
Steel City Displays may also recover other damages legally available for the cancellation, subject to its duty to mitigate and without duplicate recovery.
Postponement does not eliminate payment obligations for completed work or existing commitments. Revised schedules and any additional storage, handling, or remobilization charges require written agreement.
Steel City Displays will take reasonable steps to limit avoidable costs. All payments received, including the deposit, will be applied against the amounts properly due without duplicate recovery. Steel City Displays will provide the final cancellation accounting within a reasonable time after relevant third-party obligations and credits are determined.
Any excess will be refunded within thirty (30) calendar days after the final cancellation accounting is provided to the Client, and any remaining balance will be invoiced due fifteen (15) calendar days from the invoice date (“Net 15”).
8. Suspension for Nonpayment or Client Default
If a payment is overdue or the Client materially fails to perform an obligation, Steel City Displays may provide written notice describing the default. If the Client does not cure it within five (5) business days, Steel City Displays may suspend affected work, procurement, shipment, or services to the extent permitted by law.
A payment that is not yet due under the agreed payment schedule is not a default and does not independently justify withholding shipment.
Schedules will be reasonably adjusted to reflect the suspension and available production capacity. Steel City Displays is not responsible for resulting delays to the extent caused by the Client’s default.
Reasonable, documented suspension and restart charges will be submitted for written approval before the related additional work begins. Steel City Displays is not required to resume affected work until the default is cured and necessary restart arrangements are agreed.
The Client will reimburse reasonable collection costs and attorneys’ fees incurred in recovering amounts determined to be due, to the extent permitted by law.
9. Storage of Client-Owned Displays and Materials
Client-owned property remains the Client’s property. Ownership of newly purchased items is addressed in Section 13.
Storage fees, billing frequency, term, renewal, termination, and rate adjustments will be stated in the estimate or a separate written storage agreement.
Steel City Displays will exercise the reasonable care required by applicable law in storing and handling Client property. It is responsible for loss or damage to the extent caused by its failure to exercise that care.
Steel City Displays is not responsible for normal wear, inherent defects, preexisting damage, or loss or damage that reasonable care could not have prevented.
The Client will maintain property insurance appropriate to the replacement value of stored items unless otherwise agreed in writing/email. Steel City Displays does not provide property insurance for the Client merely by accepting items for storage.
Retrieval or shipment requires at least ten (10) business days’ written notice unless otherwise agreed. Handling, packing, freight, and rush charges require advance written approval unless already authorized in the approved scope.
Any warehouse lien, withholding of stored property, disposal, or sale will be exercised only as permitted by applicable law and any applicable storage agreement. These Terms & Conditions do not authorize disposal without required notice and procedures.
10. Venue-Required and Third-Party Labor
Installation, dismantling, material handling, electrical, rigging, and other show-site services may be performed by independent contractors, including union labor or exclusive providers required by the venue or event organizer.
Steel City Displays may coordinate, order, or supervise these services on the Client’s behalf within the approved scope. Such coordination or supervision does not make Steel City Displays the employer of independent contractor personnel or a guarantor of their performance.
To the extent permitted by law, Steel City Displays is not responsible for damage, loss, delay, or additional charges caused solely by these independent contractors, including contractors engaged by Steel City Displays on the Client’s behalf. Steel City Displays remains responsible to the extent caused by its own negligent acts or omissions, including negligent instructions or supervision, or where responsibility cannot lawfully be excluded.
Steel City Displays will reasonably assist the Client in documenting and submitting claims to the responsible contractor. Additional services and expenditures remain subject to the written-approval requirements in these Terms & Conditions.
11. Rental of Steel City Displays-Owned Property
Rental items remain the property of Steel City Displays. The approved estimate defines the rental period, permitted use, return arrangements, and any agreed extension rates.
The Client’s custody period begins upon delivery to the Client, its designated recipient, or its designated event location and ends when Steel City Displays or its designated return carrier accepts the items for return, unless otherwise stated in writing/email.
During that period, the Client is responsible for loss, theft, unexplained disappearance, and damage, except ordinary wear, preexisting defects, or loss or damage caused by Steel City Displays or persons for whom it is legally responsible. Responsibility during carrier transit or periods controlled exclusively by Steel City Displays will be governed by the applicable written arrangements and law.
The Client will maintain insurance covering its responsibility for rental property and provide evidence of coverage upon reasonable request.
The Client may not alter, transfer, subrent, or permit a lien on rental items without written approval.
Damage charges will reflect reasonable repair costs or, where repair is impractical, reasonable replacement value considering age and condition, without duplicate recovery. Additional rental or late-return charges apply at rates stated in the estimate or otherwise agreed in writing/email.
12. Show-Site Services and Independent Providers
Steel City Displays may coordinate freight, installation and dismantle labor, and show services within the approved scope. On-site supervision is included only where expressly listed.
Venue rules, union requirements, and exclusive-provider arrangements may require independent contractors. On-site supervision by Steel City Displays does not constitute a guarantee of an independent contractor’s performance.
Steel City Displays is not responsible for loss, damage, or delay caused solely by the Client, venue, carrier, or independent contractor. It remains responsible to the extent caused by its own acts or omissions or where responsibility cannot lawfully be excluded.
Steel City Displays will reasonably assist with documenting and pursuing third-party claims within its control. Recovery from a third party is not guaranteed.
Additional services and final charges remain subject to Sections 3 and 4. The Client will maintain appropriate insurance for Client-owned property during transit, events, and storage.
13. Performance, Defects, Delays, and Liability
Steel City Displays will perform services with reasonable care and in a professional manner and will provide fabricated components materially consistent with approved specifications.
The Client will inspect accessible work promptly and notify Steel City Displays in writing/email of apparent damage or nonconformity as soon as reasonably practicable. Concealed defects must be reported promptly after discovery. Delayed notice will affect a claim only to the extent permitted by law, including where the delay materially prejudices inspection or correction.
Steel City Displays must receive a reasonable opportunity to inspect and correct claimed defects. Except for reasonable emergency measures needed to prevent injury or further property damage, the Client may not authorize corrective work at Steel City Displays’ expense without its prior written approval.
For a substantiated defect attributable to Steel City Displays, Steel City Displays will, at its election and expense, repair, replace, or reperform the affected work. If those measures are impractical or do not provide an effective remedy within a reasonable time, Steel City Displays will refund the price allocable to the affected work. This is the exclusive contractual remedy for such defects to the extent permitted by law and subject to any remedy required by applicable law.
This remedy does not cover ordinary wear, misuse, unauthorized modifications, improper storage by others, Client-approved content errors, or damage caused by others. Third-party products remain subject to any applicable manufacturer warranties, without eliminating obligations that law