The Watson Family's Full-Service Sign Company
M-F 8-5 Central
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TERMS AND CONDITIONS
1. PRICING. Signs Manufacturing Corporation, Signs Manufacturing and Maintenance Corporation or Sunburst LED Signs, LP (hereinafter, either individually or collectively, the “Seller”) may invoice for this sale.. The price of the Sign includes material and labor as hereinafter described only. It does not include any costs related to installation or permit costs, city or state taxes, engineer's fees or any additional charges incurred by landlords or shopping centers unless specifically stated. All orders received by Seller must be accompanied by a fifty percent (50%) down-payment before actual work on the order will begin. The total balance must be paid prior to the day of shipment or installation unless special arrangements have been made in advance and are specified herein. A delivery charge will be required on all delivered orders. Should Purchaser not be ready for delivery when the sign is completed, Seller may require ninety percent (90%) of the total balance to be paid in full. The remainder of the balance will be required upon delivery or at the end of 90 days if still not ready for delivery. Seller is not responsible for undelivered merchandise. Under no conditions will any items be held beyond 90 (ninety) days after manufacturing completion, unless stated in this agreement. A Late Payment Fee of the lesser of 1.5% per month (18% APR) or the maximum rate allowed by law will be assessed on any past due balance. This is a separated Contract (materials, labor, overhead and profit are accounted for separately for sales tax purposes, which MAY save on sales tax.) Our invoices are the controlling part of this contract.
2. CONSERVE YOUR NEST EGG™ PRICING ALTERNATIVE. Only if specifically stated in writing will Seller delay the fifty percent (50%) down-payment above and begin the permitting process while the Purchaser arranges credit with our advice. Purchaser will provide Seller with a permit processing payment so that the permitting process can begin. This amount is refundable when full-price financing is arranged and the financing company has accepted our deposit billing.
3. CHANGE REQUESTS. Changes to this written contract MUST be requested by Purchaser in writing. Verbal changes are not acceptable. Seller assumes no responsibility for improperly communicated changes to this written contract. Changes to this written contract may affect pricing.
4. PERMITS, INSPECTIONS AND FEES. Seller shall, on behalf of Purchaser, and with Purchaser's assistance, obtain all public permits, licenses, documentation and inspections required, as of the date of this Sale, for the installation and governmental approval of the Signs, unless otherwise provided herein. Purchaser appoints Seller and its employees as Attorney-In-Fact (Agent) with full power to represent Purchaser in all matters when dealing with municipalities and contractors. Agent is authorized to agree to all terms and conditions as he shall deem proper. Purchaser shall pay, or promptly reimburse Seller for its payment of such costs and fees. Purchaser shall obtain and pay for all private permits and permissions which may be necessary for the installation and use of the Signs. Seller will not assume responsibility for the consent of public authorities, owners, or lessee for the installation of sign. The Purchaser is responsible for payment of any work performed before all permits are secured, in the event a public or private permit is refused. Seller shall not be obligated to commence manufacturing of the Signs until all necessary permits and licenses have been obtained. Purchaser shall obtain and pay for all public and private permits, licenses, inspection fees, third-party surveys and permissions necessary for Seller’s removal of the Signs upon the termination or cancellation of this Sale for any reason.
5. PERFORMANCE. Upon acceptance of this Sale by Seller, Seller shall diligently begin performance hereunder, but Seller’s performance hereunder shall always be subject to any delays resulting from fire, war, earthquake, tornado, flood, strikes, labor disturbance or disputes, breakage, unforeseen commercial delays, acts of God, or circumstances beyond the control of Seller, or negligence or deliberate act of Purchaser, its agents, employees, contractors, or third parties. Purchaser warrants and represents to Seller that the Signs shall not be used for any personal, family, or household purposes whatsoever.
6. INSTALLATION WORK. The Purchaser is responsible for all electrical and data connections to all signs unless specifically included herein. The Purchaser is responsible for providing all pitch-pans and steel necessary to attach sign. The Purchaser is responsible for additional charges incurred due to unforeseen conditions including those encountered in digging or drilling. Any included electrical hook-up assumes adequate and easily accessible existing power. Seller is not responsible for roof penetrations.
7. SPECIALLY FABRICATED MATERIALS. The material requested will be specially fabricated by Seller for use on the project or property specified, and may not be suitable for another use. Seller hereby notifies Purchaser and any other party provided a copy of this contract that an order for specially fabricated material has been received and accepted. The amount of the order is reflected herein. Purchaser acknowledges receipt of the foregoing notice and hereby waives any statutory requirement for service of such notice by certified or registered mail.
8. WARRANTIES. All Warranties herein contained are transferable to Subsequent Owners of a sign both manufactured and installed by Seller so long as all financial and other obligations of Purchaser are current and the Subsequent Owner confirms that all remaining obligations will be fulfilled. Seller discounts our normal labor charges 20%, after the warranty period, for a sign both manufactured and installed by Seller. If any part of a properly powered electric sign both manufactured and installed by Seller fails in the first year of service, Seller will provide parts and service at no charge. Other new signage both manufactured and installed by Seller carries a 90 day workmanship warranty, effective from our installation date. Programmable LED Displays feature a three year parts warranty, plus a three year labor warranty if also installed by Seller. Seller provides a one year warranty on any parts we replace in a sign, lamps excluded. Extended warranties, when purchased, extend the initial warranty on electric signs to 3 years total, on Programmable LED Displays to 6 years total. The Forever™ Warranty provides coverage of all parts and service costs for the life of the agreement specified in the contract. At one time specified by Purchaser (or sooner if replacement parts become unavailable) all (affected) component parts of the sign will be replaced if Purchaser purchased the Forever™ Warranty and is not in default. The sign may need to be removed and returned to our facilities in Dallas for this work to be performed; If this is not possible for any reason Purchaser may incur additional costs. If Purchaser purchases a replacement sign from Seller during the term of the Forever™ Warranty, Seller may at its sole discretion assign a portion of the accumulated payments under the Forever™ Warranty to the cost of the new sign. Forever™ Warranty renewal rates may vary. All Warranties are offered based on standard conditions. Nonstandard conditions may incur additional costs to Purchaser. There is no warranty if the electrical system supplying power to an illuminated sign does not meet the requirements of the current National Electrical Code. No warranty covers damage resulting from accidents, fire, war, earthquake, tornado, flood, strikes, labor disturbance or disputes, breakage, acts of God, power surges, brownouts, or circumstances beyond the control of Seller including, but not limited to, the color uniformity of LED lamps, or negligence or deliberate act of Purchaser, its agents, employees, contractors, or third parties. These warranties become void immediately should the Purchaser not adhere to the conditions of this Sale, including complete payment within 30 days of installation. Seller is not responsible or liable in any way for breakage or damage to sign after installation has been completed. The Seller’s warranty will become void should anyone other than a Seller employee perform any work on a sign, other than electrical work related to installation of sign. Seller will assist Purchaser in obtaining any available warranty repair and/or replacement parts from our parts/components Suppliers, but the parties understand and agree that Seller is not responsible or liable in any way for providing Suppliers warranty, warranty service, or replacement parts. The parties understand and agree that THE EXPRESS WARRANTIES HEREIN CONTAINED ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR ANY PARTICULAR PURPOSE, AND SUCH WARRANTIES ARE HEREBY DISCLAIMED. PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING ON SELLER’S SKILL OR JUDGMENT TO SELECT, FURNISH, INSTALL OR MAINTAIN SIGNS SUITABLE FOR ANY PARTICULAR PURPOSE (including, but not limited to, the resolution of LED signs) AND THAT THERE ARE NO WARRANTIES WHICH ARE NOT CONTAINED IN THIS SALE.
9. UNAUTHORIZED MODIFICATIONS. Seller shall not be responsible for any alterations or modifications to a sign after installation. Purchaser agrees to indemnify and hold Seller harmless from any liability that may result from any alteration or modification, including without limitation liability for violations of city, state or federal ordinances, regulations laws, or statutes.
10. DEFAULT BY PURCHASER. This Sale may not be unilaterally terminated by either party; provided, however, that if Purchaser shall fail to pay as agreed, Seller may, at its sole option and without demand or notice to Purchaser, cancel this Sale and remove the Signs. In such event, all amounts shall remain immediately due and payable together with all past due amounts and any other amounts due hereunder. Purchaser agrees to pay to Seller all such amounts, plus any other amounts due to Seller under this Sale, which aggregate sum Purchaser agrees shall constitute the actual liquidated damages Seller shall have sustained by reason of Purchaser's default under this Sale and not a penalty. Purchaser agrees to pay Seller all costs and expenses of collection, suit, or other legal action, including all actual attorneys’ and paralegal fees, incurred by Seller to recover damages in connection with this Sale. Upon the termination or cancellation of this Sale for any reason, Seller may enter upon the premises where the Signs are located and remove the Signs to Seller’s facilities in Dallas, or elsewhere, and Seller shall have no obligation to replace, restore or repair any property, item, fixture, structure or part of the premises which was affected by the installation and/or maintenance of the Signs. In the event Seller removes the Signs pursuant to the provisions of this Paragraph, Purchaser shall pay to Seller all of the expenses of removal, as well as reinstallation.
11. OWNERSHIP. Purchaser expressly agrees and understands that at all times title and ownership of the Signs shall remain vested with Seller and the Signs shall be the sole and exclusive property of Seller until such time as all financial and other obligations of Purchaser created by this Sale have been fulfilled. Purchaser acknowledges that the Signs are and shall remain personal property even if installed or attached to real property and that the Signs shall not be or become, or be deemed to be, fixtures or appurtenances to real property because of installation or attachment thereto, and that the Signs shall be severable from such real property by Seller until such time as all financial and other obligations of Purchaser created by this Sale have been fulfilled. Purchaser agrees and covenants that any and all drawings, designs, diagrams, plans and specifications, technical descriptions, illustrations, blueprints, schematics, software, computer programs, programming software, brochures, schedules, cost-price analyses, terms and conditions, and any other work product or data which are prepared by Seller (the "Documents") in connection with the construction, installation, erection, or maintenance of the Signs, or the labor, materials and equipment in connection therewith, are to be returned to Seller by Purchaser upon request, may not be copied or reproduced in any form without written permission first obtained from Seller, and are to remain the special and unique property and proprietary and confidential information of Seller. Purchaser covenants and agrees that Purchaser shall not, directly or indirectly, incorporate, implement, abridge, employ or otherwise use any portion or all of the Documents with respect to any other signs, electric advertising displays, or any other project which Purchaser or any third party may thereafter construct, install, erect, maintain, purchase or lease at any time. Purchaser further agrees and covenants that Purchaser will use its best efforts and exercise utmost diligence to protect and safeguard the Documents. All trademarks associated with a sign manufactured by Seller remain the exclusive property of their respective owners, including all trademarks owned by Sign Marketing, Incorporated, and Solar Finishes, Inc. In the event of a breach or threatened breach by Purchaser of the covenants of this Paragraph, Seller, Solar Finishes, and Sign Marketing shall be entitled to relief by injunction or otherwise, in addition to all other remedies, both legal and equitable. Purchaser agrees and covenants that all covenants of this Paragraph shall continue in full force and effect so long as a possibility of the breach by Purchaser of such covenants or any term or condition of this Sale exists.
12. LIMITED LIABILITY. Purchaser agrees and affirms that Seller’s liability, whether in contract, tort, or any other theory of liability, including but not limited to fraud, misrepresentation, breach of contract, personal injury, products liability or any other theory, is limited and Seller shall not be liable for any special, commercial, exemplary, direct, indirect, incidental or consequential damages or punitive damages, or damages for loss of use, loss of anticipated profits, income, or economic losses of any kind. Seller’s liability, whether express or implied, shall not exceed the lesser of $50,000 or the cost of repair or replacement of defective parts.
13. Law and Forum for Disputes. This Agreement shall be governed in all respects by the laws of the State of Texas, without regard to conflict of law provisions. Venue of any claim or dispute arising from this Agreement shall be in any state or federal court located in Dallas County, Texas. Purchaser agrees to submit to the personal jurisdiction of the courts located within Dallas County, Texas for the purpose of litigating all such claims or disputes.
14. OTHER. This Sale is binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns, but the obligations of Purchaser hereunder shall not be assigned, assignable or transferable, through operation of law or otherwise, without the prior written consent of Seller. Any assignment shall be expressly subject to all terms and provisions of this Sale. In the event of any assignment, Purchaser shall remain fully liable for the full performance of all Purchaser's obligations under this Sale. Purchaser herein acknowledges that Seller is not responsible for content Purchaser displays on any sign, and will hold Seller harmless and indemnify any loss due to action of law. No waiver by either party of the breach or nonperformance of any provision of this Sale shall be construed to be, or operate as, a waiver of any subsequent breach or nonperformance hereof. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Any notice required to be given hereunder shall be addressed to the other party at its address set forth in this Sale, or at such other address as such other party may from time to time by such written notice designate to the other. Purchaser’s acceptance of this Sales Order and these Terms and Conditions is acknowledged by Purchaser’s signature or written initials on this document, approval by fax or email, filing a lease application, by written or verbal approval of drawings or other Work Product prepared by Seller if requested by Purchaser in writing, or by payment of a deposit.
We are regulated by the Texas Department of Licensing and Regulation, P. O. Box 12157, Austin, Texas 78711, 1-800-803-9202, 512-463-6599; website: www.tdlr.state.gov. License# TSCL 18015, TSCL 18016, TECL 17503.
FOR ORDERING OR ASSISTANCE CALL:
214-339-2227 254-582-7446 817-861-1234 903-561-5959 940-365-3433 972-850-3300