Terms and Conditions of Sale Agreement between Signs By Tomorrow of Matthews (seller) and Purchaser
Purchaser agrees to these Terms and Conditions of Sale by virtue of placing order to Seller.
1. Terms of Sale and Purchase
· Quotations are valid for 30 days from date of issue.
· Minimum order quantity is $25.00 unless waived by seller.
· Orders valued at less than $250.00 must be paid in full at time of order unless other terms have been provided by seller to purchaser.
· A 50% deposit is required with all orders exceeding $250.00 unless other terms have been provided by seller to purchaser.
· Balance of payment is due in full upon delivery of order unless others terms have been provided by seller to purchaser.
· Cancellations or art work changes are not permitted once order goes to production.
· Cancellations are permitted prior to production; however, purchaser forfeits their deposit.
· Art work proof is provided upon conversion of quotation to order and deposit obligation is fulfilled.
· One art work change and a second proof are provided. Subsequent art changes may be billed at up to $65.00/hr.
· Changes of art work (after art work approval) are permitted prior to production; however, additional design charges may be added to the balance due.
· Art work approval proofs are provided by 4:00PM next business day of order, typically sooner. Purchaser must approve proof for order to proceed to production. The approval proofs are intended as a close match for color and intensity as well as validation of content. Color and intensity may vary from viewing media to viewing media as well as print media to print media. Seller can not guarantee exact color match. Purchaser may provide pantone color code to allow for a close reference color match. Also see ART file requirements
· Seller is not responsible for art work or content, including but not limited to; spelling, color (refer to item 11.), fonts, and layout except as approved by purchaser per the approval proof.
· Seller has the right to deny content that is deemed inappropriate or offensive.
· Purchaser is responsible for all shipping, delivery, or pick-up costs and terms are FOB seller’s location.
· Orders, made in house, are typically available for pick-up by 4:00PM the day following acceptance of proof some products may take longer owing to material availability, seller shall advise purchaser of projected completion date at time of order. Expedited needs may incur additional cost to the purchaser.
· Seller shall have no liability to buyer for delays or default in delivery owing to any event which is reasonably outside the control of seller.
2. Limited Warrantee
· Seller warrants product to be delivered free of defects in material or workmanship. Purchaser has three days from delivery (including day of delivery) to make claims of defect. Claims may not be honored by seller after the three day period has expired. Improper handling, storage, or installation (if installed by purchaser) shall void any warrantee.
· Seller warrants vinyl products applied to a substrate by seller shall not peel, crack, or shrink for up to one year from date of installation. Vinyl products not applied to a substrate by seller carries no warrantee for peeling, cracking, or shrinking.
· Seller does not warrantee for color fastness or fading.
· All other warrantees whether direct or implied are per original manufactures warrantee
3. Purchaser’s Indemnification of Signs By Tomorrow of Matthews. Purchaser agrees to indemnify and hold seller, and its company managers and members, officers, employees, agents, and representatives (collectively, the “Seller’s Affiliates”), harmless from and against all fines, suits, proceedings, claims, causes of action, demands, or liabilities of any kind or of any nature (i) by reason of the manufacture of any sign(s) according to any plans or specifications furnished by Purchaser or Purchaser’s agent or representative to seller; or (ii) arising out of or in connection with the use of the sign(s) purchased by Purchaser from seller, to the extent caused by the acts or omissions of Purchaser, including personal injuries or property damage caused by a sign owned by or under the control of Purchaser. Purchaser agrees to promptly provide notice to seller of any demand against, or payment made by, Purchaser in any case in which seller or the seller’s Affiliates may pursue indemnification from Purchaser.
4. Seller’s Waiver of Warranties. PURCHASER ACKNOWLEDGES THAT OTHER THAN AS SPECIFICALLY SET FORTH IN A WRITTEN WARRANTY DOCUMENT PROVIDED BY SELLER TO PURCHASER, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE REGARDING THE SIGN(S) SOLD TO PURCHASER BY SELLER; AND ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING (WITHOUT LIMITATION) ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED BY SELLER.
5. Purchaser’s Limitations on Remedies. Purchaser’s exclusive remedy and seller’s limit of liability for any and all damages resulting from any signs that do not conform to Purchaser’s specifications or from any other cause shall be repair or replacement by seller, at seller’s option, of defective signs. IT IS UNDERSTOOD AND AGREED BY PURCHASER THAT SELLER’S LIABILITY, WHETHER IN CONTRACT OR IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE, OR OTHERWISE, WILL NOT EXCEED THE PRICE PAID BY PURCHASER TO SELLER FOR THE SIGN(S) PURCHASED BY PURCHASER; AND THAT UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES. THE PRICE STATED FOR THE SIGN(S) IS A CONSIDERATION IN LIMITING SELLER’S LIABILITY.
6. Waiver of Jury Trial and Punitive Damages. SELLER AND PURCHASER EACH IRREVOCABLY WAIVE (1) ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO SIGNS PURCHASED BY PURCHASER FROM SELLER OR THE RELATIONSHIP OF THE PARTIES; AND (2) ALL RIGHT TO RECOVER PUNITIVE DAMAGES FROM THE OTHER PARTY.
7. Limitations on Actions. Any and all claims and actions arising out of or related to this Agreement must be commenced within one month after the occurrence of the facts giving rise to the claim or action.
8. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina. Seller and Purchaser agree to submit to the exclusive jurisdiction of any state or federal court in North Carolina of competent jurisdiction for purposes of all legal proceedings arising out of or relating to this Agreement.
Signs By Tomorrow-Matthews
Warranty on Channel Letters and Illuminated Cabinets
Signs By Tomorrow-Matthews (SBT-M) warrants channel letters and illuminated cabinets per the manufacturers written warrantee. Purchaser shall sign off after completion of installation confirming that all signs work properly at time of completion of install. The manufacturer warrants signs to be free from defects, as follows:
1. If any of the following components of the sign structure malfunction because of defects in workmanship or materials within 12 months after the date of install of the sign by SBT-M , then SBT-M will contact the manufacturer on the purchasers behalf and at the manufactures’ sole option either repair or replace the defective materials:
Aluminum Returns and Backs
Tube supports, PK Housings, and other parts (other than those listed below)
Transformer (provided that the transformer is returned to manufacturer by the purchaser for repair or replacement).
2. Labor to remove and reinstall is limited to the defective items.
3. This warranty does not apply (i) if the purchaser fails to handle and install the sign/transformer properly and in accordance with any instructions from SBT-M, (ii) the sign/transformer is damaged after the sign is installed by SBT-M manufacturing, and/or (iii) the purchaser misuses the sign, such as by damage, breakage or physical harm.
- OTHER THAN AS SPECIFICALLY SET FORTH ABOVE, SBT-M MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE REGARDING THE SIGNS SOLD BY SBT-M; AND ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING (WITHOUT LIMITATION) ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED BY SBT-M.
- Warrantee is null and void if sign is install by any party not approved by SBT-M (including electrical connections).