Standard Terms & Conditions of Sale

Unless otherwise defined herein, all defined terms within these Standard Terms and Conditions of Sale shall have the same meaning and definition as provided elsewhere in the Agreement.

1. Scope of the Work. The scope of the obligations of Sign-Express under these terms and conditions shall include the Equipment, any licensed Software, any services provided in connection thereto (the “Services”), if any, and the Warranty, each as defined in the Contract Documents (collectively, the “Work”).

2. Change Orders. The parties, without invalidating the Agreement, may modify the scope of the Work. The modifications shall be referred to as “Change Orders.” The parties shall mutually agree in writing as to the cost or credit from a Change Order as well as any modifications in delivery time; which written agreement shall be an express condition precedent to the effectiveness of any Change Order. Sign-Express shall not perform any Change Order or change directive or any other such modification order without the prior written approval of both parties.

3. Software. All Software, including firmware, which is furnished to Purchaser, is licensed to the Purchaser per the terms and conditions of the Software License.

4. Conditions Precedent. The obligations of Sign-Express in this Agreement are subject to the express condition precedent that Purchaser shall perform its obligations under the Agreement. Sign-Express may, in its sole discretion, waive these conditions.

5. Payment Terms. Payment terms shall be “pay with order” or as otherwise stated on the quote or the Sales Agreement. If the Payment Terms in this Section 5 and the quote or Sales Agreement are inconsistent, then the Payment Terms stated in the quote or Sales Agreement shall control. Sign-Express reserves the right to require payment in advance and to otherwise modify credit terms based upon the credit review. Sign-Express will include a monthly service charge of 1.5% per month on amounts outstanding after the due date. Sign-Express may accept partial payment in an amount less than the full amount of any invoice, but such acceptance shall not constitute a waiver of Sign-Express’ right to collect the remaining balance, notwithstanding Sign-Express’ endorsement of a check or other negotiable instrument. Purchaser shall be liable for any and all costs and expenses (including attorney’s fees) incurred by Sign-Express in enforcing any provision of this Agreement.

6. Cancellation. In the case Purchaser cancels an order for convenience, Sign-Express, in its sole discretion, may charge a cancellation and restocking fee of up to 50% of the purchase price to recover costs.

7. Delivery and Risk of Loss. All purchases shall be delivered FOB Sign-Express’ facility. Purchaser shall bear the risk of loss once the Equipment is delivered to the Purchaser at the Sign-Express’ facility. Sign-Express shall coordinate the shipment of the Equipment and shall ship the Equipment in accordance with Purchaser’s instructions. Sign-Express shall not be responsible for damage occurring to the Equipment during shipment. If for any reason Purchaser is not able to take delivery of the Equipment, Sign-Express may, at its sole discretion, store the equipment. All costs of the storage, including taxes and insurance, shall be immediately payable by Purchaser upon demand by Sign-Express. Unless otherwise specifically noted and where the shipping terms dictate that Purchaser takes delivery at Sign-Express site, Purchaser shall determine any export license requirements, to obtain any export license or other official authorization, and to carry out any customs formalities for the export of the goods.

8. Installation. Subject to the terms and conditions of the Agreement, the Purchaser shall perform its respective obligations, if any, as designated on in the Contract Documents. Purchaser shall fully cooperate with Sign-Express in connection with the installation of the Equipment. The Purchaser agrees and acknowledges that Sign-Express may subcontract any of the Work to third parties selected by Sign-Express; provided, however (i) nothing herein shall create any contractual relationship between the Purchaser and any subcontractor; and (ii) Sign-Express shall be fully responsible hereunder for the performance, actions and omissions of Sign-Express' employees, all subcontractors and all other persons or entities performing any of the Services on the project described herein, as if such performance, actions and omissions were those of Sign-Express.

9. Acceptance; Substantial Completion. “Acceptance” shall be defined as follows: (a) in the case of the sale of Equipment without installation by Sign-Express, Acceptance will occur upon delivery of the Equipment; (b) in the case of the sale of Equipment with installation by Sign-Express, Acceptance will occur upon: (a) Substantial Completion (as defined below); and (b) the provision of all Services in accordance with the requirements of this Agreement, (except services which are on-going in nature, such as warranty services); (c) the completion and documentation of testing and other reviews demonstrating that the Equipment and the Services meet all the requirements of this Agreement; and (d) delivery to the Purchaser of such testing and review documentation.  “Substantial Completion” means the operational availability of the Equipment to the Purchaser in material accordance with its specifications, without regard to punch-list items, or other non-substantial items which do not affect the operation of the Equipment.

10. Title. Title to the Equipment shall pass from Sign-Express to the Purchaser upon Acceptance. No transfer, renewal, extension or assignment of this Agreement or of any interest therein shall operate as a payment or transfer of title to the Purchaser or in any manner relieve the Purchaser of its obligations. No title shall pass to Purchaser with respect to Software which is furnished, solely on a license basis.

11. Security Interest. Sign-Express reserves, and Purchaser grants to Sign-Express, a first priority, purchase money security interest in the Equipment until such time as the Purchase Price has been received in full by Sign-Express. Purchaser shall execute and deliver such further documents as reasonably requested by Sign-Express to preserve and perfect such security interests, including but not limited to Uniform Commercial Code financing statements, if applicable.

12. Lien Waiver. Upon payment of all amounts owed under the Agreement and subject to any additions or subtractions by Change Order, Sign-Express shall irrevocably waive and release any and all rights to serve or record any lien, verified statement of claim, or claim against any payment or performance bond arising from Sign-Express’ provision of the Work.

13. Warranty. The Warranty and Limitation of Sign-Express’ Liability (the “Warranty”), is the complete and final warranty with regard to the Equipment. Purchaser acknowledges and agrees that the provisions of the Warranty constitute the sole and exclusive remedy available to it with regard to said defective Equipment.

14. Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIGN-EXPRESS DISCLAIMS ANY AND ALL OTHER PROMISES, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION AND/OR DATA ACCURACY. Critical and unforeseeable factors beyond the control of Sign-Express prevent it from eliminating all risks in connection with the use of the Equipment. Purchaser acknowledges and assumes all risks and liability resulting from the handling, storage and use of the Equipment. The Warranty shall become null and void if the Purchaser alters the Equipment or the Software in a manner inconsistent with the specifications of the Equipment or the Software. Further, the Warranty shall become null and void if the Purchaser, its employees, representatives, or subcontractors (not Sign-Express) improperly repairs or alters the Equipment in a manner inconsistent with the Equipment manufacturer’s standards or recommendations.

15. Confidentiality. To the greatest extent permitted by law, Purchaser shall consider all information, including the terms and conditions of this Agreement, furnished by Sign-Express to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than fulfillment of this Agreement unless Purchaser obtains written permission from Sign-Express to do so. This confidentiality requirement shall apply but is not limited to drawings, specifications, or other documents prepared by Sign-Express for Purchaser under this Agreement. Purchaser shall provide confidential information only to those of its agents, servants and employees who have been informed of the requirements of this paragraph and have agreed to be bound by them. The provisions of this paragraph shall survive termination of the Agreement.

16. Use of Image. Purchaser agrees and consents to allow Sign-Express to make reference to the installed Equipment, the Purchaser or the premises, use their respective logos, trademarks or any other graphical representation of the Equipment, or use photographs of the installed Equipment or list the installed Equipment and facility in any material of any kind used or produced by or at the direction of Sign-Express of any kind, without the prior written consent of the Purchaser; provided, however, that Sign-Express may not, without prior written consent do any of the foregoing in a manner which implies endorsement by Purchaser.

17. Default. Sign-Express reserves the right to terminate this contract and accelerate all amounts due and payable if Purchaser fails to make payment to Sign-Express within ten days of the agreed payment dates or otherwise fails to comply with this Agreement, or any proceeding is filed by or against Purchaser in bankruptcy. Sign-Express reserves all its rights (both legal and equitable) under the contract, applicable statutes, or the common law. Selection of a remedy by Sign-Express shall in no way be construed as a waiver of other remedies available to Sign-Express. If Purchaser fails to perform any covenant or obligation under this Agreement or any other agreement that Purchaser has with Sign-Express, including without limitation the failure to pay when due any amounts owed to Sign-Express under this Agreement or any other agreement between the parties, Sign-Express shall be excused from the performance of any of its obligations under this Agreement and any other Agreement it has with the Purchaser until such time as said default is cured, if ever.

18. Indemnity. Sign-Express shall indemnify, defend and hold harmless the Purchaser and their respective subsidiaries, officers, directors, shareholders, partners, employees, agents, insurers, successors and assigns from any and all liability, losses, damages, costs or expenses (collectively, “Losses”) arising out of or in any way related to: (i) any negligent act or omission by Sign-Express or its personnel, agents, subcontractors, or others engaged by Sign-Express or under Sign-Express’ control related to the execution of this Agreement; (ii) any claim against any indemnified party by reason of or alleging any unauthorized or infringing use by an indemnified party of any patent, process, trade secret, copyright, trademark, or other intellectual property right in any material, information, technology, process, or data regarding the Equipment or the Software and its components; or, (iii)any fine or assessment with respect to any violation or alleged violation of any applicable laws regarding safety or health.

19. To the greatest extent permitted by law, the Purchaser shall indemnify, defend and hold harmless Sign-Express and its subsidiaries, officers, directors, shareholders, partners, representatives, employees, agents, insurers, successors and assigns of each of the foregoing from any and all Losses arising out of or in any way related to: (i) any negligent act or omission by the Purchaser or its personnel, agents, subcontractors, or others engaged by the Purchaser or under their control (other than Sign-Express or its personnel, agents, subcontractors, or others engaged by Sign-Express or under Sign-Express’ control), or (ii) any claim against Sign-Express by reason of or alleging any unauthorized or infringing use by Sign-Express of any copyright, trademark, or other intellectual property right in any material, information, technology, process, or data provided by Purchaser and used by Sign-Express at the direction of the Purchaser.

20. Existing Structure. Except to the extent Sign-Express is specifically responsible for any structural element per the Agreement, Purchaser represents and warrants that the existing structure, including without limitation any existing steel, walls, columns, tresses, footings, hoists attachment points, wiring, power supplies, or any other foundation or existing structural elements (the “Existing Structure”) shall be adequate to support the weight, size, wind load, and all other technical specifications of the Equipment and shall hold Sign-Express harmless from any failure of any Existing Structure.

21. Limitation of Liability. Sign-Express’ liability shall be limited solely to the repair or replacement of the Equipment or giving credit for the Equipment under the warranty clause herein, if the applicable warranty period described in that clause has not expired. The damage limitation provided in this Agreement and the remedies stated herein shall be exclusive and shall be Purchaser’s sole remedies. THE PARTIES AGREE THAT IN NO EVENT WHATSOEVER SHALL THE LIABILITY OF EITHER PARTY EXCEED THE AMOUNT OF THE PURCHASE PRICE. IT IS AGREED THAT, EXCEPT AS OTHERWISE EXPLICITLY SET FORTH IN THE CONTRACT DOCUMENTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, REGARDLESS OF CAUSE. Purchaser explicitly accepts the provisions of this paragraph in return for the prices granted under the Agreement. Purchaser understands and agrees that the prices granted herein would be higher in the absence of this limitation of liability. No action against Sign-Express shall be commenced more than one year after the accrual of the cause of action. Sign-Express shall have no liability with respect to claims relating to or arising from use of third-party products and services.

22. Force Majeure. Sign-Express shall be excused from any liability under this Agreement for any delay in performance or failure to perform which delay or failure to perform is caused by circumstances which are beyond the reasonable control of the Sign-Express, including without limitation acts of God, natural disaster, labor or material shortages, war, earthquakes, acts of terrorism, etc.

23. Assignment. Unless otherwise stated, the Purchaser may not assign this Agreement, or any portion thereof, without the written consent of Sign-Express.

24. Acceptance of Terms. Sign-Express’ acceptance of Purchaser’s order is on the express condition that only the terms and conditions set forth in the Agreement shall apply to the sale. Any term, provision or condition in conflict with, in addition to or in modification of any of the terms and conditions of the Agreement shall not be binding upon Sign-Express. Sign-Express’ failure to object to any term or condition contained in any communication from Purchaser shall not be deemed a waiver of the terms and conditions herein.

25. Taxes. Unless otherwise stated, the Purchase Price is exclusive of federal, state and local taxes, including without limitation sales, use, excise, privilege, transactional, gross receipts, ad valorem or any other transactional tax or customs and duties (“Tax” or “Taxes”) paid or payable by Sign-Express, however designated, levied or based on amounts payable to Sign-Express under or in connection with this Agreement. Purchaser shall immediately pay upon demand the full amount of any such applicable Tax and shall hold harmless and indemnify Sign-Express from the claims of any governmental authority asserting that any such Tax is due and payable. Purchaser must present an exemption certificate if it claims any exemption from Tax. Absent presentation of an exemption certificate, all applicable Taxes shall be added to the purchase price of the Equipment.

26. Engineering and Permits.  Unless otherwise detailed in this agreement, Buyer is responsible for all permits and engineering if required for the installation of the sign(s) sold.  If permits and engineering is to be provided by Sign-Express as detailed in this agreement, Buyer agrees to assist Seller in obtaining and completing the permit application and all required documents or instructions received from the permitting authority.  Sign-Express will provide a site survey, engineering drawing for sign(s) and structures, production drawing, electrical requirements, and submit the initial permit application to the permitting authority for sign(s) contain in this agreement.  Buyer is responsible for providing existing structure drawings, building engineering for signs that will be mounted to a building, roof, wall or existing sign structure.  The Buyer shall cooperate with Sign-Express in the submission of the permit application and with any additional requests the permitting authority requests in order to satisfy the permit authorities requirements including, but not limited to: (i)obtaining a land survey; (ii)obtaining a letter of approval for easements, historical districts or any other organization having jurisdiction over the property; (iii) obtaining any other additional documentation requested by the permit authority not contained in the initial application; (iv) Removing or modifying any existing structures or sign(s) on the property to satisfy requirements; (v) modifying any aspect of the sign(s) sold, the structure, including its location to comply with local laws and permit requirements.  Actual permit fees and any additional license fees charged by the permit authority will be the responsibility of the Buyer, Sign-Express may pay these fees and then invoice the client for those fees.  In the unlikely event that a permit is denied, Buyer agrees to pursue a variance from the authority if such an opportunity is available.  Buyer is responsible for the costs of the variance and any other fees or obligations associated with meeting the variance requirements.  After all possibilities for permit acquisition has been exhausted and a permit is unobtainable and Sign-Express and Buyer have complied with all requirements stated in the above sections,  then the Buyer will receive a refund of deposit minus actual labor and material costs associated with the permit acquisition attempt.

27. NOA. This purchase embodies the entire terms of the agreement between Sign-Express and Buyer and any and all oral agreements or understandings not otherwise detailed in this agreement are invalid and unenforceable.  Any warranties or representations, oral or written, not contained in this agreement are hereby rendered null and void and are not enforceable.  The details and items of this agreement shall only be modified or changed, in whole or part, except by a supplemental agreement or change order require signatures by both Sign-Express and the Buyer.  

28. Jurisdiction and Choice of Law.  Jurisdiction and Choice of Law: Buyer agrees that this Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to Agreements made and to be performed in the State of Texas. Buyer further agrees that venue and jurisdiction shall be in Harris County, Houston, Texas.  Any and all disputes, controversies, claims or demands arising out of or relating to this Agreement or any provision hereof, or in any way relating to the relationship and business transaction between the [Sign-Express] and [Client], whether in contract, tort or otherwise, at law or in equity, for damages or any other relief, shall be resolved by binding arbitration.  Said arbitration shall be by a retired or former Texas judge or justice (as defined by the Texas private judge statute) selected according to this section.  First, the party with a claim or complaint shall send written demand stating the exact matter in dispute to the other party.  This shall allow the parties to attempt to settle their dispute without needless expense.  However, if the written demand does not settle the matter, then Sign-Express will send the Client a list of three retired or former Texas court judges or justices (“List” herein).  The Client shall then select a judge from the list and send its selection, in writing by certified mail, back to Sign-Express within 30 days of receipt of the List.  If the Client does not select an arbitrator from the List within the 30 day time frame, then Sign-Express will select an arbitrator from the List.  The retired or former Texas court judge or justice will then be notified of selection as an arbitrator.  If the judge or justice selected is unable to serve, then Sign-Express will supply another three names and Client(s) will select accordingly until an arbitrator is selected.  Once selected, the arbitrator shall establish the pre-arbitration procedures and the arbitration procedure.  The Texas Rules of Evidence shall apply to the proceedings unless otherwise decided.  Any such arbitration proceeding shall be conducted in Harris County, Texas pursuant to the substantive laws of Texas.  Any party to any award rendered in such arbitration proceeding may seek a judgment upon the award and the judgment may be entered by any federal or state court in Harris County, Texas having jurisdiction.  The parties may by written agreement only waive any or all of the provisions of this section.  Reasonable Attorney Fees.  In the event litigation is commenced to enforce the terms of this agreement or to collect sums owed to Sign-Express from the Buyer the prevailing party shall be awarded reasonable attorney fees incurred.

29. Electrical Disclaimer.  Unless detailed in this agreement, Buyer is responsible for all electrical connections, service, additional electrical cabling, breakers or panels required to complete and enable Sign-Express to complete the sign(s) installation.  An electrical requirements document will be provided to the Buyer before the time of installation and at that time the Buyer must make preparations with their chosen licensed electrician to provide the required electrical service.  Sign-Express takes no responsibility for incorrect power, insufficient power or any other aspects that could pose issues with the final electrical inspection.  Any electrical permits or fees required by the permitting authority will be the responsibility of the Buyer and their chosen electrical contractor.  Sign-Express will at all times cooperate with the electrical contractor to provide the necessary documents and details pertaining to the signs(s) contained in this sales agreement.