General Terms
TERMINOLOGY (IN THIS DOCUMENT)
“Labor” and “Crew” may be used interchangeably.
“Quote”, “Bid”, “Estimate”, and “Proposal” may be used interchangeably.
“Equipment”, “Gear”, “Items”, and “Products” may be used interchangeably.
“T&Cs” refer to the Terms & Conditions set forth in this document.
AGREEMENT
These terms replace any previous versions. When it comes to the scope, schedule, and pricing, the specific Quote or Proposal we gave
you takes the lead. For everything else, this document applies. We don’t accept other terms—including standard fine print on your
Purchase Orders—unless we agree to them in writing. Any changes to this agreement must also be in writing.
STATEMENT OF WORK
Kinetic’s scope of work will be specified in each Quote submitted to Client. Client is responsible for reviewing each Quote.
CHANGE ORDERS
Change orders must be submitted to Kinetic in writing (email is ok).
PAYMENT TERMS
Payment Terms will be specified on each Quote.
LATE PAYMENT
Client agrees to forfeit price discounts if they become late in making a payment(s). Client agrees to pay reasonable attorney’s fees,
collection costs, and court costs arising from collection of past due balances. Time is of the essence with regard to payments due.
DATA SECURITY AND PRIVACY
Kinetic and Client mutually agree to prioritize data security for each project and to implement best practices for maintaining data security.
DRAWINGS, PROGRAMMING, AND IP
Designs, plots, CAD, renderings, paperwork, software, show files, presets, and programming created by Kinetic remain Kinetic’s IP.
Upon full payment, Client receives a non‑exclusive, non‑transferable license to use the deliverables for the project described in the
Order. No reverse engineering or reuse beyond the project without Kinetic’s written consent.
MARKETING
Kinetic maintains the right to document and publicize its participation in projects, unless Client requests otherwise, in writing, or in cases
where Kinetic and Client have engaged in an NDA that expressly restricts the use of recorded media. Kinetic does not share portfolio
content other than to promote its body of work.
LABOR
Unless specified otherwise in Kinetic’s Quote, labor is not included.
SHIPPING
Unless specified otherwise in Kinetic’s Quote, shipping and handling costs are Client’s responsibility.
PERMITS, LICENSES, COMPLIANCE
Client is responsible for obtaining all permits and licenses pertaining to storage, access, setup, installation and operation of the
Equipment and for compliance with all applicable laws and regulations governing the use and/or operation of the Equipment. Each party
will maintain insurance required by law.
MUTUAL INDEMNIFICATION
Client will defend, indemnify, and hold harmless Kinetic, including its shareholders, directors, officers, employees, agents,
subcontractors, and affiliates, from third-party claims, actions, suits, proceedings, costs, damages, injuries, and liabilities, including
reasonable attorneys fees, arising out of or related to the execution of this Agreement or from the use of Equipment, except to the extent
caused by Kinetic’s gross negligence or willful misconduct.
Kinetic will defend and indemnify Client only for third-party claims to the extent such claims arise from Kinetic’s direct gross negligence
or willful misconduct, and not otherwise. Kinetic has no obligation to indemnify Client for claims arising from Client’s operation or use of
Equipment, job site conditions, actions of Client’s employees, contractors, vendors, or venue personnel, or any modification or misuse
of Equipment.
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LIMITS ON KINETIC’S LIABILITY
To the maximum extent permitted by law, Kinetic’s total liability arising from an Order is limited to the amounts paid by Client for the
specific Equipment or Services giving rise to the claim. No consequential, incidental, special, or lost‑profits damages. These limits do not
apply to Client’s payment obligations or to liability that cannot be limited by law.
PERFORMANCE / FORCE MAJEURE
Performance of Kinetic may be suspended by Kinetic to the extent it is delayed, hindered or prevented because of any act of natural
disaster, weather, terrorism, force majeure, war, government regulation, political or social upheaval, riots, unsafe conditions, labor
dispute, pandemic or other health crisis, shortage of necessary supplies or labor, or other matters beyond its control, including without
limitation, failure or delay of delivery by common carrier. Kinetic and Client will use reasonable efforts to reschedule.
Neither party is liable for delay/failure due to events beyond its reasonable control (including weather, labor actions, shortages, carrier
failures, utility outages, terrorism, government actions, and health emergencies). If conditions are unsafe, Kinetic may suspend work; the
parties will cooperate to reschedule.
ASSIGNMENT
If Kinetic is acquired or changes ownership, this agreement transfers to the new owners. Client cannot transfer its obligations under this
agreement to anyone else without Kinetic’s written permission.
LEGAL PROCEEDINGS
This agreement will be governed by the laws of the State of California. Kinetic prefers to work out issues amicably. If a legal dispute
arises, Kinetic and Client agree to resolve it through binding arbitration in Los Angeles County, CA, rather than in court (except for
injunctive relief). No class or representative actions. The prevailing party is entitled to reasonable attorneys’ fees and costs.
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Sales Addendum
SCOPE
In addition to the General Terms above the Terms & Conditions in this section apply to orders with sales items.
ORDERING PRODUCTS
Product will not be ordered until required payments, signed quotes or contracts, and Purchase Orders are received.
PRICE CHANGES DUE TO TARIFFS
Prices, including quoted prices, are subject to change due to changing tariffs. Kinetic has no control over tariffs or manufacturers’
policies on prices changes and tariff costs. Kinetic is a re-seller, not a direct importer.
SALES TAX
Grand Total is subject to change if sales tax rate changes at time products ship. Sales tax rates are based on the date each Item ships.
DELIVERY TIMES
Delivery timelines are not guaranteed and are subject to change. Lead times should be considered estimates.
DROP SHIPMENTS
Unless otherwise noted, Equipment will drop ship from manufacturer(s) directly to shipping address on Quote/Proposal. Items will ship
as they are available (i.e. incomplete orders will not be held until all items are available to ship).
RISK/TITLE
Unless stated otherwise in Kinetic’s Quote, all sales are FOB Origin: Title and risk of loss pass to Client once products are handed over
to the shipping carrier, whether that is at Kinetic’s facility, or manufacturer’s or distributor’s facility. This means Client assumes risk for
loss or damage during transit.
INSPECTION
Client is to inspect purchased Items within seven (7) business days from receipt. If damage or discrepancies are discovered, report to
Kinetic immediately.
STORAGE / HOLDOVER
days.
Unless specified otherwise in Kinetic’s Quote, Kinetic will charge Client for storage/holdover if Equipment isn’t picked up within thirty (30)
RETURNS / EXCHANGES / RMAS
Returns, Exchanges, and RMAs are subject to manufacturers’ Return Policy(s). Restocking fees may apply.
PRODUCT WARRANTY
Kinetic Lighting does not provide any warranties on new equipment sales. The equipment Client purchases from Kinetic is covered
solely by the original manufacturer’s warranty, and the Client is responsible for reviewing and understanding those terms. Kinetic does
not cover costs associated with shipping items for manufacturer repair, nor can Kinetic guarantee a specific timeline for repair or
replacement under warranty. Delays can occur due to the manufacturer’s repair schedule and supply chain issues for parts.
TITLE 24
Unless expressly stated in Kinetic’s Quote, Kinetic does not warrant compliance with specific codes such as Title 24.
EQUIPMENT OPERATION
Only qualified persons should operate and maintain Equipment rented and sold by Kinetic. Client is responsible for operating Equipment
in a safe and lawful manner and in compliance with manufacturers’ operating manuals and published guidelines. It is Client’s
responsibility to ensure their operators are familiar with Equipment as well as manufacturers’ instructions. Problems or damage that
arises from Client’s misuse of Equipment is the sole responsibility of the Client.
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Rental Addendum
OWNERSHIP
Client acknowledges that Kinetic Lighting retains all ownership and rights to the Equipment. Client is responsible for all associated costs,
including taxes, transportation charges, duties, fees, fines, and penalties related to the lease or use of the Equipment, and Client
warrants that it will keep the Equipment free of any liens or financial encumbrances. Client agrees not to assign, transfer, sublease, or
otherwise mortgage or pledge the Equipment or any rights under these Terms, as any such action shall be considered void.
CANCELLATIONS / RESTOCKING FEE
Kinetic reserves the right to charge Client a restocking fee if order is canceled within twenty four (24) hours from time of scheduled
pickup/delivery. The restocking fee will be twenty five percent (25%) of the list rental price of the order, and might be higher for subrented
or specialty items. Shop prep labor is not refundable if canceled within seventy two (72) hours of scheduled work.
RESPONSIBILITY DURING SHIPMENT
Unless the quote specifies otherwise, Client is responsible for all costs of transporting Equipment to and from Kinetic Lighting. Client
assumes all risk and financial responsibility for any loss or damage to Equipment, no matter the cause, starting the moment Client takes
possession until the Equipment is returned and accepted by Kinetic. Client takes possession at the earliest of when they physically
receive the Equipment, it arrives at the project location, or it is given to a common carrier for shipping. Kinetic’s acceptance of the return
doesn’t cancel any claims for damage that happened beforehand.
UNION / COST AND INCIDENTALS
Client is responsible for arranging and paying for all ancillary or third-party fees applicable to the shipping address or project location.
These costs include, but are not limited to, marshalling fees, dock fees, and/or union fees, venue’s truck loading/unloading fees,
Equipment storage fees, venue fees, venue’s security fees, and electrical charges.
USE, RETURN AND REPAIR
Client must return the Equipment in the same condition as delivered, allowing only for normal wear and tear. Client shall not remove the
Equipment from the continental United States without Kinetic’s prior written consent, and must use the Equipment lawfully and
according to its prescribed operating procedure. Except when Kinetic-supplied labor is on-site, Client retains sole custody and control of
the Equipment. Client is financially responsible for the full cost if any item is lost, stolen, confiscated, damaged, or destroyed for any
reason after delivery. If the item is irreparable or lost, Client will pay the full replacement cost (without depreciation). If Kinetic determines
the item is reparable, Client will pay the actual or estimated repair cost, which Kinetic determines in its sole discretion. The valuation for
all lost or damaged Equipment will be based on the price listed in Kinetic’s office at the time Client notifies us, which list is available upon
request.
RENTAL EXTENSIONS
All rented Equipment must be returned to Kinetic Lighting by 10:00 AM Pacific Time on the designated return date. Client must request
any rental extensions in writing in advance (email is ok), and all extensions are subject to Equipment availability. Kinetic will do its best to
accommodate these requests but extensions are not guaranteed. Client acknowledges that retaining possession of the Equipment
beyond the agreed-upon rental period will automatically incur daily charges until the Equipment is properly checked in.
EQUIPMENT OPERATION
Client must ensure that only qualified personnel operate and maintain all Equipment (rented or sold) in a safe, lawful manner, and in strict
compliance with the manufacturer’s operating manuals and guidelines. Client is responsible for ensuring all operators are familiar with
the Equipment. Client agrees that any damage, loss, or injury resulting from equipment misuse, improper operation, or failure to follow
these instructions is the Client’s sole responsibility.
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INSURANCE COVERAGE REQUIREMENTS
Client must maintain, at its own expense, the following insurance coverages, effective from the time Client takes possession of the
Equipment until it is returned to Kinetic:
• Inland Marine Equipment Coverage
‣ For full replacement cost (without deduction for depreciation) plus estimated replacement shipping cost, covering loss
arising from transportation and use.
‣ Must cover all countries, states, and regions where the Equipment will be transported or used.
• Commercial General Liability (CGL)
‣ Minimum limits of $2,000,000 General Aggregate and $1,000,000 Per Occurrence.
• Business Automobile Liability
‣ Minimum $1,000,000 Combined Single Limit.
‣ Must cover owned, non-owned, hired, and rented vehicles
• Workers’ Compensation
‣ $1,000,000 Each accident.
‣ $1,000,000 Each employee
‣ $1,000,000 Policy limit
‣
INSURANCE GENERAL PROVISIONS
Kinetic must be named as Loss Payee and Additional Insured on Client’s Certificate of Insurance. Client’s coverage is Primary and Non-
Contributory. Waiver of Subrogation in favor of certificate holder. Insurance company must authorized to do business in California with
an A.M. Best rating of “A” or better. Client must provide Kinetic with thirty (30) days prior written notice of any cancellation or material
change to any of the required coverage.
LIABILITY OF KINETIC
Client should examine all Equipment upon receipt to confirm it’s in good working order and suitable for Client’s intended use. Client
understands that all rentals and services are provided “as-is,” without any warranties or guarantees from Kinetic Lighting. Client
assumes all risk related to the Equipment’s use and waives any and all claims against Kinetic for any injury, damage, or loss arising from
the Equipment, its use, or the labor and services we provide.
DAMAGED EQUIPMENT
Client shall inspect Equipment at commencement of rental and immediately report to Kinetic any observed damage or Equipment
issues. Client is responsible for damage to Equipment from the time the rental starts until Equipment is returned to Kinetic. Client must
promptly notify Kinetic of any loss or damage. Kinetic will choose the repair vendor in the event of damage. If an item is not economically
repairable, Client pays the replacement cost new. Salvage, if any, remains Kinetic’s.
MISSING EQUIPMENT
Client agrees to and shall pay for non-returned (i.e. “missing”) Equipment. Once Kinetic invoices for missing equipment, Client has thirty
(30) days to return items for a credit.
DEFAULT
If Client breaches any provision of these Terms, or if Client suffers insolvency, bankruptcy, or legal action that affects Kinetic’s rights to
the Equipment (including the appointment of a receiver or a general assignment for creditors), Kinetic may immediately terminate this
agreement. In such an event, Kinetic and its agents are authorized to enter Client’s premises during regular business hours to repossess
and remove the Equipment, without liability for any resulting damages from such entry. This action is without prejudice to Kinetic’s right
to receive all outstanding rental payments and to recover any and all other damages sustained due to Client’s breach.
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Labor Addendum
SCOPE
In addition to the aforementioned Terms, the Terms & Conditions in this section apply to orders with Labor.
WORKING HOURS AND OVERTIME
Unless otherwise noted in Kinetic’s Quote/Proposal, labor rates are based on a standard workday of up to ten (10) hours.
• 1.5x Overtime Rate: Applies after 10 hours of work, or if the crew turnaround time between shifts is less than 8 hours.
• 2x Overtime Rate: Applies after 12 hours of work.
• Premium Days: A 1.5x daily rate may apply on the sixth (6th) and seventh (7th) consecutive days of work.
MEAL BREAKS AND PENALTIES
Crew members are entitled to a one-hour (1 hour) meal break that must start before the sixth (6th) hour of work.
• Meal Penalty: If the break is missed or taken late, a meal penalty equal to one (1) hour of pay at the crew member’s regular hourly
rate will be incurred.
• Working Meal (Non-Deductible Break): If Client provides a hot meal and the crew is unable to take a 1-hour “walkaway” meal,
the crew will take a 30-minute “Working Half” meal. The crew remains on the clock for this break (it is non-deductible). If the
workday is not shortened by 1 hour on the back end to compensate for the continuous time, overtime will be incurred.
WALKAWAY MEAL
In situations where the crew is unable to take a 1-hour “walkaway” meal, the client can instead provide a hot meal (before the 6th hour).
This is a 30 minute “Non-Deductible Break” or “Working Half”. No meal penalty is incurred but crew stays on the clock for their meal so
1 hour is to be taken off the back end of the day, otherwise overtime will be incurred.
SHIFT BILLING & SHUTTLES
Shifts begin at call time on-site, or at hotel lobby call if Client requires shuttle service. Billable time ends when crew is released from the
job site or when they return to the hotel if shuttled.
TRAVEL & ACCOMMODATIONS
For work outside Los Angeles County, Client to provide lodging and travel for Kinetic staff unless otherwise stated in Kinetic’s Quote.
Lodging is to be a reasonable distance from job site.
PARKING
Client must also provide parking for crew and trucks; any parking charges billed to Kinetic will be passed through to Client.
LABOR DELAY COSTS
Kinetic’s onsite labor is billable even if delays are caused by Client, other Vendors, transportation providers, or venue personnel or 3rd
parties. Kinetic is not liable for delays due to inadequate access, unprepared venues, or unsafe conditions.
LABOR PROVIDED BY CLIENT
Client’s employees and contractors working alongside Kinetic’s crew must be fully qualified for their assigned work and be able to
communicate in English. Client acknowledges that these individuals are not employees of Kinetic Lighting for any purpose, even when
they use Kinetic’s Equipment or work with Kinetic’s staff.
JOB SITE ACCESS
Site.
Client is responsible for providing reasonable access to Job Site. Kinetic is not liable for delays due to lack of reasonable access to Job
WORK ENVIRONMENT & SITE CONDITIONS
Client to provide a safe and secure working environment from setup through load out. Kinetic may stop or delay work if it deems
conditions are unsafe or non-compliant. Clients remains responsible for costs incurred ad reasonable stand-by time.
HAZARDOUS MATERIALS ONSITE
Client is responsible for any abatement of asbestos, lead or other hazardous materials.
STRUCTURAL RESPONSIBILITY
Client warrants building and rig points; Kinetic is not responsible for structural capacity unless expressly contracted to engineer it
(specified in Kinetic’s Quotes/Proposals).
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SITE REPAIR AND DUST RESPONSIBILITY
Client is responsible if stucco patch and/or drywall repairs and/or floor/roof repairs and/or paint touch up are needed. Dust may result
as part of drilling. Kinetic Lighting will attempt to minimize dust but is not responsible for residual dust.
ELECTRICAL RELOCATION
If an electrical panel is required to be relocated by the City or governing agency, a change order may be assessed.
AGENTS OF KINETIC
Kinetic may occasionally use trusted subcontractors and vendors to perform work. These terms apply to anyone working on Kinetic’s
behalf, just as they apply to anyone working on Client’s behalf.