ACCEPTANCE: All (Orders, Invoices) and proposals covering Seller’s (Innovative Sign Systems) services and products are made and all contracts or purchase orders for said products are accepted under the strict limitation that these General Conditions of Sale shall govern. Any provision in Buyer’s purchase order or other documents issued by Buyer which conflicts with or is in addition to these General Conditions of Sale are rejected hereby unless expressly accepted by Seller in writing.
SCOPE: The Innovative Sign Systems Estimate (later converting to an Order and then to an Invoice) is the total statement and total scope of the work. Acceptance of the Estimate is an agreement to design, make and install the sign/s or services described. Other services or products not listed in the Estimate are outside the scope and are not a part of our agreement.
PRICES: Prices are not subject to trade or other discounts and do not include any federal, state, county, local, or other taxes (Unless specifically listed),or costs of special packaging and insurance. These charges, when applicable, shall be paid by Buyer. However, Buyer may provide Seller with an appropriate tax exemption certificate acceptable to the taxing authorities. Unless requested by Buyer, Seller shall have no obligation to obtain insurance for Buyer.
TITLE AND RISK OF LOSS, SHIPPING, DELIVERED and INSTALLED SIGNS: Risk of loss or damage to the Signs shall pass according to freight terms agree upon by buyer and seller (Generally FOB Our Vista dock). Seller retains a security interest in the Signs until the purchase price is paid. For Installed signs the ownership of the Signs remains with Innovative Sign Systems until final payment is made. For all C.O.D. shipments, title and risk of loss shall remain with Seller until delivery to Buyer.
PAYMENT: Delinquent accounts shall bear interest on the unpaid balance at a rate of eighteen percent (18%) per annum, per month and a $75 administration fee. The invoiced amount shall not be subject to offsets for any claims by Buyer against Seller, including any claims for products returned by Buyer for repair or correction of defects. If Buyer delays shipments, the payment due date will be based on the date Seller is prepared to make shipment. Products held for Buyer shall be held at the expense of Buyer. Installed Signs are subject to mechanic liens.
CANCELLATION: Buyer agrees to pay for completed signs and products (including profit thereon) and any direct or indirect costs or expenses incurred by Seller as a result of cancellation, including a restocking charge for any generic, reusable products of 20% of the purchase order price. Seller reserves the right to complete and ship products canceled within thirty (30) days of scheduled shipment and shall be entitled to the full purchase order price. Return freight charges will be for the Buyer’s account. To obtain return approval, contact Customer Service at (760)230-8220.
ABANDONMENT: Should the Buyer fail to communicate or become unable to cancel(bankruptcy, change in ownership or any other reason), the order shall become inactive. If inactivity exceeds 30 days, the order shall be deemed cancelled. Buyer agrees to forfeit any deposits to pay for completed products (including profit thereon) and any direct costs.
WARRANTY: Seller warrants to the original Buyer that new products (including spares and replacement components) will be free from defects in material and workmanship for a period of twelve months from shipment, twelve months from date of first use, whichever occurs first. All warranty work will be performed during Innovative Sign Systems’ normal business hours. Any Customer requiring warranty work not performed during regular business hours will be charged a service charge. In consideration of the terms here and the warranty above and any specific performance or other guarantees written within the Estimation, Quotation (then the Order and Invoice) are the entire scope of the warrantee. Other performance excluding the title to the sign, either expressed or implied are excluded from the contract.
DELIVERY: Delivery dates furnished by Seller represent the best estimates of the time to make shipment. Seller shall not be in default nor liable for any expense, loss or damage occasioned by a delay in performance due to causes beyond its control, including but not limited to labor disputes, floods, fire, transportation delays, inability to obtain materials, or manufacturing equipment breakdown. In the event of such delay, the affected terms of the purchase order, including the price, will be adjusted to reflect the impact of any delay. GENERAL CONDITIONS OF SALE
ALTERATIONS: Any alterations, additions, adjustments or repairs made by others, unless authorized or agreed upon by Innovative Sign Systems, will be cause to terminate Innovative Sign Systems’ warranty or other obligation under the contract.
EXCLUSION OF COURSE OF DEALING: It is agreed that no prior course of dealing or usage of trade not expressly set forth in the estimate, (order and then invoice) shall be admissible to explain, modify, or contradict this contract in any way.
INSTALLATION AND REPAIR SERVICES: The Customer shall provide safe and clear unobstructed access to the place of installation, service and the electric panel including time clocks. Customer shall provide a suitable electrical feed within 6 feet of the place where the Sign/s are to be installed. This includes blocking off parking spaces needed for access, creating a clear path to the time clocks, electrical panels and roof access.
INSTALLATION AND REPAIR SCHEDULING: Innovative Sign Systems attempts to schedule accurately and arrive on time. Due to the unpredictable nature of service calls, we often find exact time schedules are difficult to maintain. Innovative Sign Systems assume no liability for cancellation or delays.
INSTALLATION SITE: When installing the Signs onto an existing sub fascia the Customer shall be responsible for providing a sound and suitable sub fascia. It is often impossible to fully understand what is underneath the fascia. If the sub fascia proves unsuitable for a normal install, requiring additional work and/or additional products (such as a wire way, panel or raceway) additional charges to cover the cost may apply. The Customer is responsible for these additional costs. Innovative Sign Systems shall not be responsible for any landscape, natural obstructions or digging obstructions, rocks, pipes not caught by Dig Alert, etc…
COMPLETING THE INSTALL: Signature of the Company’s installation note by a person reasonably appearing to be the Customer’s representative shall be conclusive proof of their satisfactory installation. In most cases payment is also required at the point of completion.
PREVENTATIVE MAINTENANCE SERVICE: Service by its nature is imprecise. Innovative Sign Systems makes every attempt to provide accurate and complete estimates of maintenance, repair and service costs. When hidden problems appear, Innovative Sign Systems will terminate the call and charge a trip cost OR complete the service and charge an additional amount to cover the hidden costs.
THE MAINTENANCE SERVICES SHALL NOT INCLUDE: Any work, including but not limited to electrical work, not documented in the Estimation, Quotation, Order or Invoice.
LIMITATION OF LIABILITY: Seller shall not be liable, whether arising under
contract, tort (including negligence), strict liability, or otherwise, loss of anticipated profits, loss by reason of plant shutdown, non-operation or increased expense of operation, cost of money, loss of use of equipment, capital or revenue, or for any economic or consequential loss or damage. Seller’s maximum liability whether arising from breach of contract, tort (including negligence), strict liability, breach of warranty or otherwise shall not exceed the purchase order price.
PROPRIETARY INFORMATION: Buyer agrees that any data, such as Seller’s specifications, drawings, proof sheets, estimations, quotations, pricing and information (including, without limitation, designs, drawings, invoices, orders, estimates, quotes, reports and the like), revealed by Seller to Buyer and containing proprietary information marked or identified as proprietary, shall be kept in confidence by Buyer with at least the same care and safeguards as are applied to Buyer’s own proprietary information. Such data shall not be duplicated, disclosed to others, or used without the written permission of Seller. The restrictions and obligations relating to Seller’s proprietary information shall expire seven (7) years after the execution of the contract incorporating these terms and conditions unless otherwise agreed to in writing.
PATENT and COPYRIGHT INDEMNITY: The Seller agrees to indemnify Buyer from and against all claims, demands, and suits based on allegations that the product designed and manufactured by Seller constitutes an infringement of any patent or Copyright. If the Seller is notified promptly of the assertion of any such allegation, and if the Seller is given authority to defend the same and reasonable information and assistance for the defense of the same. Upon notification of an infringement claim, the Seller reserves the right to do any of the following, at cost to the Buyer.
(a) Procure for the Buyer the right to continue using the equipment; or
(b) Remove the signs; or
(c) Replace the same with non-infringing signs; or
(d) Modify the signs so that it becomes non-infringing.
Seller does not assume liability for the infringement of any method and/or process patent or copyright.
PACKAGING AND SHIPMENT: Seller’s products will be packaged in accordance with standard commercial practices for domestic and international shipments. Buyer will pay all shipping charges. In the absence of specific instructions, Seller will select the carrier. When applicable, Buyer shall obtain insurance. The Buyer is 100% liable for shipping damage.
GOVERNING LAW: In the event the sale of Signs to Buyer is subject to the United Nations Convention on Contracts for the International Sale of Goods (“CISG”), the CISG will apply provided however these Terms and Conditions of Sale will prevail over any conflicting provisions of the CISG. In the event the CISG does not apply, the contract for the sale and purchase of Seller’s product shall be construed under and governed by the law of the State of California.
COMPLETE AGREEMENT: The contract incorporating these General Conditions of Sale is the complete, final and exclusive statement of the agreement between Buyer and Seller. The entire scope of the work is contained within the Estimation or Quotation (then the Order and Invoice) Any prior or contemporaneous agreements, understandings and representations, whether oral or written, are merged herein. These General Conditions of Sale shall not be varied, supplemented, qualified, or interpreted by any prior course of dealings between the parties or by custom or usage of trade. No modifications or additions to said contract will be binding upon Seller unless in writing and signed by an authorized representative of Seller.