1. “Seller” means ALPHARETTA SIGN COMPANY. “Buyer” means the person or entity designated on the Sales Order. The term “Sales Order” means the Estimate executed by Seller to confirm or set out the agreement between Seller and Buyer for the sign products (“Goods”) and services (“Services” and, collectively with the Goods, the “Work”) described in the Sales Order. The term “Agreement” means, collectively, the Sales Order and the terms and conditions in this document.
2. This Agreement comprises the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements and/or communications.
3. Seller’s Estimates are valid for thirty (30) days from date of quotation – thereafter price is subject to change. PAYMENT & WORK TERMS
4. ALL ORDERS UNDER $500 REQUIRE FULL PAYMENT PRIOR TO COMMENCEMENT OF WORK. ALL ORDERS OVER $500 REQUIRE A 50% DEPOSIT TO BEGIN; BALANCE DUE UPON COMPLETION at pick-up, time of delivery and/or installation. ONCE WORK HAS COMMENCED, THE DEPOSIT IS NONREFUNDABLE. All Goods are the property of Seller until all amounts owed by Buyer are paid in full.
5. Buyer’s approval/signoff of the Sales Order must be complete with deposit prior to the start of any Work or before any material orders are placed.
6. Buyer is solely responsible for final approval of ALL artwork, spelling and actual production of any and all Goods produced under this Agreement. This applies to any and all modifications/change orders made to the original estimate/design.
7. In the event Buyer cancels the order after Work has commenced, Buyer shall pay all costs incurred by Seller up to the point of cancellation and any deposit paid by Buyer prior to cancellation is nonrefundable.
8. Any installation costs quoted are based on optimum conditions at the site, readiness of the walls or surfaces, the grounds, and other areas where the Goods may be installed, as well as the description provided by Buyer. Additional charges will apply based on unexpected or unknown factors during the installation process.
9. Electrical signs require their own dedicated circuit which is the responsibility of Buyer prior to installation. Buyer is also responsible for providing electrical junction box within six feet of sign installation location
10. In the event Buyer’s account is placed in collection for any balances past due and owing or suit is initiated to collect the same or any portion thereof, Buyer agrees to pay the cost of collection, including an additional amount of 15% of the principal and interest owing as attorney’s fees. Buyer hereby agrees that any dispute arising out of this Agreement or relating to the Work shall be governed under the laws of the State of Georgia and shall be subject to the exclusive jurisdiction and venue of the Superior or State Court of Forsyth County, Georgia.
11. Buyer represents and warrants that any designs, artwork, specifications, materials or other items that it furnishes for performance of the Work (i) does not infringe any copyright or trademark or other Intellectual Property Rights of any third party; (ii) is not libelous or obscene; (iii) does not invade any person’s right to privacy; and (iv) does not otherwise violate any laws or infringe the rights of any third party. Buyer represents and warrants that it has the right to use and to have Seller use on behalf of Buyer any data provided to Seller by Buyer including customer names, identifying information, addresses and other contact information and related personal information.
12. If Seller’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants or employees, Seller shall not be deemed in breach of this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Buyer to the extent arising directly or indirectly from such prevention or delay.
13. Buyer shall defend, indemnify and hold harmless Seller, and its officers, directors and employees, from and against any damage, loss, claim, judgment or other liability, cost or expense (including court costs and attorneys’ fees) incurred by Seller, which may in any way arise out of any act or omission in connection with this Agreement, including, but not limited to: (i) the purchase, resale, use, handling or distribution of Goods by Buyer or Buyer’s successors, assigns, affiliates, agents and contractors, or the officers, directors or employees of any of them; (ii) the infringement or violation of any third party’s intellectual property or other rights arising out of or in connection with Seller’s use of designs, artwork, specifications, materials or other items provided to Seller by Buyer; (iii) Buyer’s violation of any applicable law, rule or regulation or any contract or agreement with any third party; or (iv) Buyer’s breach of any representation, warranty or obligation hereunder. Seller reserves the right, without being required to do so, and without waiver of any indemnity hereunder, to defend, at Buyer’s expense, any claim, action or lawsuit coming within scope of this indemnity provision.
14. The foregoing obligations to indemnify will survive the expiration or termination of this Agreement by either party for any reason. The indemnification provision is only to the extent permitted by Georgia law and nothing in this Agreement shall be construed to allow Seller to seek indemnity for acts or omissions that are solely the fault of Seller or the indemnitees. LIMITED WARRANTY
15. Upon payment in full, Seller warrants to Buyer that for a period of 12-months after installation (the “Warranty Period”), the Work shall reasonably conform to the TERMS AND CONDITIONS specifications set forth in the Sales Order in all material respects. 16. OTHER THAN THE WARRANTIES SET FORTH IN THIS SECTION, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
17. Seller shall not be liable for a breach of the warranties set forth in Section 15 unless: (i) Buyer gives written notice of the defective Work, reasonably described, to Seller within 30 days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of the defective Work to examine such Work; and (iii) Seller reasonably verifies Buyer’s claim that the Work is defective.
18. Seller shall not be liable for a breach of the warranty set forth in Section 15 if: (i) Buyer makes any further use of such Work after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Work; or (iii) Buyer alters or repairs such Work without prior written consent of Seller.
19. Subject to Section 17 and Section 18 above, with respect to any such Work during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Work (or the defective part) or (ii) credit or refund the price of such Work at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Work to Seller.
20. THE REMEDIES SET FORTH IN SECTION 19 SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 15.
21. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
22. IN NO EVENT, SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER.
23. The limitation of liability set forth in Section 22 shall not apply to (i) liability resulting from Seller’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller’s acts or omissions. GENERAL TERMS
24. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof.
25. Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, or other civil unrest, national emergency, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials or power outage.
26. This Agreement may only be amended or modified in a writing stating specifically that it amends this Agreement and is signed by an authorized representative of each party.