Terms & Conditions.
HI SIGNS | THE FATH GROUP LTD. STANDARD TERMS AND CONDITIONS
- TERMS: The terms and conditions described in this document are incorporated by reference into a written estimate, quotation, proposal, agreement, order, or other transaction form (“Transaction Document”) (together with these HI SIGNS Standard Terms and Conditions, the “Agreement”), and pertain to the manufacturing, repair, service, installation, or other goods or services provided by HI SIGNS (the “Work”, “goods”, and/or “services”) as requested by you, the Customer, as further described in the Transaction Document. “HI SIGNS” refers to the entity providing the Work, as identified in the applicable Transaction Document, or in the absence thereof, Hi Signs | The Fath Group Ltd., an Alberta limited liability company, doing business in Canada as Hi Signs | The Fath Group Ltd.
- PRICING EXCLUSIONS: HI SIGNS pricing does not include sales and use taxes, tariffs, customs fees, duties, or other charges levied by customs or taxing authorities, including any material cost increases due to the escalation of any of these costs (“Assessments”). Assessments may be noted in the Transaction Document; however, they are only estimates. You agree to pay the actual cost for these Assessments as invoiced by HI SIGNS. You agree to bear the risk of Assessment increases in excess of the amounts included in the Transaction Document, including increases due to changes in sales tax rates, tariff increases, or similar occurrences.
- WEATHER RELATED PRICE EXCLUSIONS: HI SIGNS pricing does not include expenses resulting from seasonal temperatures or unpredictable weather condition expenses related to heating, hoarding, snow removal, landscaping, material substitutions suitable for the weather or other charges incurred resulting from unsuitable temperatures to perform the work as deemed by HI SIGNS, including any material cost increases due to the escalation of any of these costs (“Seasonal Assessments”). Seasonal Assessments may be noted in the Transaction Document; however, they are only estimates. You agree to pay the actual cost for these Seasonal Assessments as invoiced by HI SIGNS. You agree to bear the risk of Seasonal Assessment increases in excess of the amounts included in the Transaction Document, including increases due to changes in sales tax rates, material substitutions, tariff increases, or similar occurrences.
- PAYMENT: In the absence of specified payment terms in the Transaction Document, you agree to pay 50% of the purchase price upon signing this Agreement and to pay the remaining balance upon completion of the Work. You agree to pay monthly payments, if any, on the first business day of each month in advance. If you choose to make payment(s) by credit card, you agree to pay a 2.75% surcharge on the total amount of such payment(s).
- INSPECTION: You must carefully inspect the Work within ten calendar days after delivery. If the Work does not meet the written requirements as described in the HI SIGNS Transaction Document, or if the Work has any defect in manufacture, installation, or operation, you must give HI SIGNS written notice of the nonconformance or defect claimed within five calendar days. ABSENCE OF SUCH WRITTEN NOTICE SHALL BE CONCLUSIVE EVIDENCE THAT THE WORK IS ACCEPTABLE TO YOU AS DELIVERED. If a third-party carrier delivers any goods, you must inspect the goods and promptly notify HI SIGNS and the carrier if any damage exists before moving the goods from the place of delivery. If damage exists, you must retain the packing materials and otherwise comply with all requirements necessary to preserve all claims against the carrier. If you or your agent moves the goods before inspecting the goods, accepts the goods in a damaged condition, or otherwise fails to comply with the requirements of this paragraph, HI SIGNS shall have no responsibility for defects notwithstanding the warranty set forth below.
- INSTALLATION: If the Work involves installation of goods, additional work beyond that contemplated in the Agreement will be required if HI SIGNS encounters subsurface or concealed conditions which are extraordinary or unexpected such as subsurface water, caliche, rock, utilities, or pipelines. You must compensate HI SIGNS for such additional work on a time and materials basis at HI SIGNS standard rates. Further, HI SIGNS shall not be responsible for damage to underground pipes, sewer lines, sprinkling systems, or any other underground obstructions unless notified of them in writing prior to commencement of the Work. Absent such written notification, you agree to pay for any resulting damage. HI SIGNS is not an Exterior Insulation and Finish System (“EIFS”) contractor, and if HI SIGNS responsibilities hereunder involve penetrations of EIFS, HI SIGNS will seal such penetrations with products and procedures that are common in the sign industry—but which may not meet EIFS warranty requirements. HI SIGNS shall thereafter have no responsibility for damage resulting from the penetrations.
- LIMITED WARRANTY:
A. New Signs, Lighting, and other Manufactured Products. HI SIGNS warrants that goods and services provided by HI SIGNS (other than electronic displays and digitally-controlled lighting products) will be free from material defects in workmanship and materials for a period of one year from the date of delivery. This includes materials and factory labor. On-site labor is included only where HI SIGNS performs the installation. Upon expiration of the one-year warranty, the goods are warranted solely in accordance with the manufacturer’s separate warranty, if any. Electronic displays and digitally-controlled lighting products, related controllers, and similar components are warranted solely in accordance with the manufacturer’s warranty, if any.
B. Service and Retrofit Services. HI SIGNS warrants that service, repair and/or lighting retrofit services will be free from material defects in workmanship for a period of 90 days from the completion of the repair, maintenance, and or retrofit. This includes on-site labor only; any goods are warranted solely in accordance with the manufacturer’s warranty, if any.
Hi SIGNS warranties exclude damage caused by ordinary wear and tear, accident, abuse, misuse, misapplication of electricity, extreme winds, hail, or other casualty, unless the same is caused solely by HI SIGNS. HI SIGNS SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY TYPE, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR, FITNESS FOR PURPOSE. HI SIGNS will either repair or replace, at Hi SIGNS election, any part of the goods or services that prove to be materially defective during the warranty period, in accordance with the terms of the above warranties.
- EXTENDED WARRANTY: If the Work is expressly inclusive of an extended warranty for the recurring maintenance, service, or repair of goods over a term for a one-time, up-front payment or periodic payments over term, the provisions of this paragraph will apply. So long as your payment obligations are current, and you are not in default to HI SIGNS or any HI SIGNS affiliate under any agreement (e.g., a lease agreement), including this Agreement, HI SIGNS agrees to service the goods only as described in the Work. When the goods require service, you agree to notify HI SIGNS in writing, and HI SIGNS shall, if practicable (e.g., parts are immediately available) and unless otherwise provided in this Agreement, acknowledge the request within five business days. Hi SIGNS extended warranty obligations are inapplicable to damage for the same exclusions set forth in the limited warranty above, unless and to the extent the same is caused by HI SIGNS. In the event that parts or materials become unavailable or in the event the goods or any components are or become unusually difficult or unsafe to access, HI SIGNS may cancel its extended warranty obligations with respect to the affected goods or components and your exclusive remedy is for HI SIGNS to proportionately credit any up-front payment or proportionately credit your periodic payment for the same. In the event that service is performed by a third party without the authorization of HI SIGNS, HI SIGNS may, at its option, suspend or terminate its extended warranty or service obligations without any credit to any up-front payment or reduction to any periodic payment upon written notice to you.
- SPECIAL PRODUCTS: HI SIGNS does not warranty wood, stone or masonry products (“Special Products”). Due to the nature of Special Products and their unique properties, HI SIGNS does not offer any guarantee or warranty on Special Products. Knots, cracks, splitting, discoloration, scratches, chips, holes or any other irregularities in the visual or structure of the material, whether discovered upon delivery or resulting over a period of time, shall not be deemed an error, defective or damaged. Special Products contain unique properties and qualities which are considered authentic features of the products and deemed to add character.
- RISK OF LOSS, DAMAGE, OR DESTRUCTION; INSURANCE: Except to the extent of damage caused by the negligent or otherwise wrongful acts of HI SIGNS, you bear all risk of loss or damage to any goods, including, without limitation, loss or damage caused by seizure, casualty, vandalism, terrorism, accident, theft, riot, strike, insurrection, war, fire, and acts of God. Any shipments are FOB HI SIGNS. Until your obligations are fully satisfied, at your sole cost and expense, you must insure any goods against loss or damage at least in the amount owed to HI SIGNS for the Work, and you must name HI SIGNS as loss payee with respect to such insurance.
- LIENS AND TAXES: Until your obligations are fully satisfied, at your sole cost and expense you must maintain the Work free and clear of all levies, liens, and encumbrances. You must declare as required, and pay when due all taxes, fees, assessments, charges, and all associated penalties and interest (collectively “Assessments”). If HI SIGNS, at its option, pays any Assessments, you must immediately reimburse HI SIGNS for the same.
- SECURITY INTEREST: Until your obligations are fully satisfied, you agree that the Work and related goods are Hi SIGNS property, free of any ownership claim by you, the owner of any adjacent realty, or the creditors of either. To secure the performance of your obligations, including, without limitation your payment obligations, you grant to HI SIGNS a security interest in the goods and permission to perfect, assign, amend, continue, and terminate the security interest in any way allowed by applicable law, both as to personal property and as to fixtures.
- DEFAULT: If you default in the payment of any amount when due, or fail to perform any other obligation in this Agreement after delivery of the Work or after HI SIGNS is ready to perform the Work, whichever first occurs, or if at any time bankruptcy, receivership, or other insolvency proceedings are commenced by or against you or any guarantor, you will, without notice, become obligated to immediately pay to HI SIGNS an amount equal to the sum of 1) all previously billed but unpaid amounts, and 2) all unbilled remaining amounts and other payments owed to HI SIGNS pursuant to any other agreement between you and HI SIGNS or any of Hi SIGNS affiliates. In addition, HI SIGNS has the right to stop the Work, including, without limitation, suspending warranty obligations until HI SIGNS is paid in full. You agree that these remedies for default are fair and reasonable compensation for the damage to HI SIGNS resulting from your breach, and are not a penalty. Hi SIGNS acceptance of a late payment(s) or forbearance of any other event of default shall not operate as a waiver of Hi SIGNS rights as to any subsequent late payment(s) or any other event of default.
- REPOSSESSION: If you fail to make any payment when due or otherwise default in any of your obligations in this Agreement, HI SIGNS may terminate this Agreement and may (but has no obligation to) repossess the goods or any component(s) thereof, without resort to judicial process, and without liability for trespass. HI SIGNS right of repossession includes the right to remove the goods, and also to disconnect or otherwise render the goods unusable. Repossession is not an acceptance of your surrender of the goods, and shall not require patching painting, touch up, etc. afterwards. Hi SIGNS rights of termination and repossession shall be in addition to and not as an alternative to Hi SIGNS right to its other remedies in this Agreement and any other remedy available at law or in equity.
- INDEMNIFICATION: Except to the extent of Hi SIGNS negligence or willful misconduct, you agree to indemnify, defend, and hold harmless HI SIGNS and its officers, directors, employees, agents, and subcontractors from any and all claims, costs, expenses (including reasonable attorney’s fees), damages, and liabilities, at law or in equity arising out of or related to the Work. The provisions of this paragraph shall survive the completion of the Work and/or the termination of the Agreement.
- DISPUTES: The parties agree to use good faith efforts to resolve any claims or disputes that may arise. If unsuccessful for any reason, at Hi SIGNS sole option and upon Hi SIGNS written notice to you, such claims or disputes may be submitted to formal mediation, with each party to pay one-half of the costs. In the event of litigation, the venue of any action shall be in the City of Edmonton, in the Province of Alberta. This Agreement shall be governed and construed in accordance with Alberta law, without regard to its conflict of laws provisions. HI SIGNS shall not be liable for special, indirect, incidental or consequential damages, including lost profits, irrespective of cause or theory. If HI SIGNS places this Agreement with a collection agency or an attorney for collection or enforcement, you must pay all costs and expenses resulting therefrom, including reasonable attorneys’ fees.
- CANCELLATION; Due to the nature of personalization and customization of the products and services provided by Hi Signs; cancellation of approved orders will be subject to a minimum 15% cancellation/restocking fee of the entire project value regardless of the progress status. Cancellation fees are to reimburse Hi Signs for consultations, procurement of materials, graphic design, site visits and time invested on behalf or account managers. If production has begun, a minimum cancellation fee of 25% plus materials already ordered will be applied.
- POSSESSION, TRANSFERS, AND ASSIGNMENT: Until your obligations herein are fully satisfied, you must keep any goods in your sole possession and control, and will not allow the goods to be modified, relocated, removed, or otherwise tampered with in any way without Hi SIGNS prior written consent. If you determine to sell or otherwise transfer ownership (or other rights) to your business assets, the Work, or the real property on which any goods are located, you agree to deliver to HI SIGNS written notice of such intention at least 30 days prior to closing. At the time of closing and with proceeds therefrom, you agree to pay to HI SIGNS all amounts then outstanding and all unbilled remaining amounts owed to HI SIGNS, unless HI SIGNS has previously agreed in writing to your assignment of this Agreement. All the terms and conditions hereof shall be binding upon and inure to the benefit of the successors, assigns, and legal representatives of the respective parties, including, if applicable, successors to your interest in the Work, the real property upon which any goods are located, and any successor owners of interests in any of your business assets. You may transfer your interests, rights, and obligations in this Agreement only upon the prior written consent of HI SIGNS. HI SIGNS may assign its interests, rights, and obligations in this Agreement as may be expedient to perform the Work.
- POSTPONED WORK: Work Orders awaiting feedback, information, direction or approvals from the client, which are deemed necessary by HI SIGNS to perform and complete the work, may be deemed inactive, on-hold, or delayed (“Postponed”) due to factors outside HI SIGNS reasonable control. In the event a client has Postponed the work, HI SIGNS reserves the right to invoice the client for any portion of the work performed where HI SIGNS has incurred expenses, including but not limited to consultations, site visits, site surveys, artwork, design, purchases, materials, scheduling, project management, fabrication, travel, photocopying, office expenses, permit application, subcontractor services and/or other disbursements.
- YOUR SPECIAL DUTIES: You agree to warrant and obtain/maintain all necessary access rights (including computer access, if necessary) for HI SIGNS to safely perform the Work on the premises for which the Work is ordered, and to disconnect, render unusable, and/or remove the Work, or any component or part thereof, free and clear of lien, encumbrance, or claim of trespass. You agree to indemnify HI SIGNS against and hold HI SIGNS harmless from damage or expense resulting from a breach of this provision. The Work excludes primary-side electrical and communication wiring, service, controllers (e.g., timers and photocells), circuit breakers, electronics and fuses. At your own expense, you agree to furnish and maintain power lines, electrical controls, and data service as necessary for the performance of the goods and compliance with applicable law, and agree to install the same as designated by HI SIGNS ready and in place for connection to the goods at the intended time of installation, if applicable. You must pay all charges for electrical and data service (if required), and agree to provide all necessary reinforcements to any previously existing building, pole, base, or any other object or surface on which the goods will be installed, or which will be utilized by HI SIGNS in the installation or access thereof, if applicable. You agree to advise HI SIGNS in writing of all cellular antennas, microwave, and other equipment or hazards that may be dangerous to workers. Hi SIGNS performance is subject to you properly securing or otherwise rendering safe all such dangers whenever Hi SIGNS employees will be in the area.
You agree to bear all permitting and other compliance costs and risks pertaining to federal, state, or local laws, regulations, and ordinances or authoritative interpretations that relate to the placement, configuration, and, operation, and use of the goods and services. You acknowledge that outdoor advertising laws generally prohibit advertisements that are not the principal business, products, services, or activities where the advertisement is located. You agree to solely be responsible for the procurement of outdoor advertising permits (if desired) and compliance with outdoor advertising laws. You acknowledge and agree that your rights, whether arising under contract, permit from a land use authority, or otherwise, to install or operate the Work may be or become subject to revocation, limitation, suspension, condemnation, modification, restriction, or adverse interpretation by judicial, governmental agency, or other third party action. Upon the occurrence and during the pendency of any such event, you will not be released from your payment obligations under this Agreement.
- MISCELLANEOUS PROVISIONS:
- No statement made by Hi SIGNS account executive(s) will be binding on HI SIGNS unless incorporated in this Agreement in writing. Although the Agreement may be signed by Hi SIGNS account executive(s), the Agreement shall not be binding upon HI SIGNS for any purpose until an executive officer or another authorized agent of HI SIGNS accepts this Agreement by providing a written signature evidencing such acceptance on the applicable Transaction Document.
- Regular business hours of operations (“Business Hours”) are weekdays from 8:00AM to 4:30PM, excluding Statutory Holidays. HI SIGNS reserves the right to charge overtime rates (“Overtime”) if work is required outside of Business Hours. You agree to pay the actual cost for Overtime as invoiced by HI SIGNS.
- Mobilizations to client work site(s) to perform survey(s), inspections, excavation, removal, deliveries or installation, shall be scheduled in advance by HI SIGNS with effort to provide a reasonable amount of notice to the client. Scheduled dates and times are made using best efforts to arrive on-time, however HI SIGNS does not guarantee arrival times due to unforeseen circumstances outside our control. Once your site visit is scheduled, it is your responsibility to ensure the site is prepared for the Work to be performed, without delay and free of obstructions or access restriction which prevent HI SIGNS from performing the Work. In the event the job site is unprepared upon HI SIGNS arrival, resulting in delays or the inability to perform the Work, HI SIGNS reserves the right to charge for travel, mobilization and/or cancellation fees (“Mobilization”). You agree to pay the actual cost for Mobilization as invoiced by HI SIGNS. You agree to bear the risk of Mobilization increases in excess of the amounts included in the Transaction Document, including increases due to changes in sales tax rates, travel, re-scheduling, tariffs or similar occurrences.
- Time is of the essence. All past due amounts shall bear an annual interest rate of the lesser of eighteen 18% or the maximum rate allowed by law.
- Performance by HI SIGNS shall be subject to delay due to strike, labor dispute, breakage, fire, unforeseen commercial delays, infectious disease, epidemic, pandemic, insurrection, war, acts of terror, acts of God, governmental regulation, or other causes beyond Hi SIGNS reasonable control.
- When the client requires HI SIGNS workers to complete job specific training, site orientation and/or project prequalifications (“Orientations”). Orientations may be noted in the Transaction Document; however, they are only estimates. You agree to pay the actual cost for these Orientations as invoiced by HI SIGNS. You agree to bear the risk of Orientation increases in excess of the amounts included in the Transaction Document, including but not limited to increases due to changes in scheduling or travel arrangements, to and from HI SIGNS main office located at 9570 58 Avenue, Edmonton, Alberta, Canada.
- HI SIGNS shall not be responsible for radio or television interference, nor for the replacement of light emitting diodes, neon tubing or other tubing because of color change or reduction of brilliance.
- If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the intent and economic effect of the original provision to the fullest extent permitted by law, and the remaining provisions shall continue in full force and effect.
- Pantone colours must be provided by the client to perform colour matching. Exact color matching on digital or printed proofs may not be an exact match to pantone colours. Each computer monitor and digital devices display colours differently and are interpreted differently by the human eye.
- Except for original works created by you or your agents, all designs, animations, or other advertising content (collectively, “Content”) provided by HI SIGNS is the sole property of HI SIGNS. You warrant that you have the full legal right to use any original works created by you and delivered to HI SIGNS by you for your use. You are granted a non-exclusive, non-transferable license to use the HI SIGNS-owned Content for so long as you operate your business. You agree to not create derivative works of the HI SIGNS-owned Content. HI SIGNS may reject any request for Content that HI SIGNS determines may reflect adversely on the character, integrity, or standing of any person or business.
This Agreement is a complete integration and final expression of the agreement between the parties, and may not be amended, supplemented, or otherwise modified except by written agreement executed by authorized representatives of each.
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