Terms & Conditions.

PART I — GENERAL TERMS

The following Sections 1 through 14 apply to all engagements with Hi Signs.

1. AGREEMENT & DEFINITIONS

1.1 Terms.

The terms and conditions described in this document are incorporated by reference into any 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.

1.2 Binding Authority.

No statement made by a Hi Signs account executive will be binding on Hi Signs unless incorporated in this Agreement in writing. Although the Agreement may be signed by a Hi Signs account executive, 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 on the applicable Transaction Document.

1.3 Entire Agreement.

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 party.

2. PRICING, QUOTES & ASSESSMENTS

2.1 Price Validity.

Pricing is valid for thirty (30) days from the date of issue unless otherwise stated in the Transaction Document. Due to volatility in fuel surcharges, tariffs, and material costs outside of Hi Signs’ control, pricing may be adjusted beyond this period.

2.2 Pricing Exclusions – Taxes, Tariffs & Duties.

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 and to bear the risk of Assessment increases in excess of the amounts included in the Transaction Document.

2.3 Weather-Related Price Exclusions.

Hi Signs pricing does not include expenses resulting from seasonal temperatures or unpredictable weather conditions, including heating, hoarding, snow removal, landscaping, material substitutions suitable for the weather, or other charges incurred resulting from conditions deemed unsuitable by Hi Signs to perform the Work (“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.

2.4 Site Conditions.

Pricing assumes normal site conditions. Unforeseen conditions — including underground obstructions, poor soil, utility conflicts, caliche, rock, subsurface water, pipelines, or access limitations — may result in additional costs, billed on a time-and-materials basis at Hi Signs’ standard rates.

2.5 Permits, Engineering & Approvals.

Permits, engineering, and municipal approvals are excluded unless specifically noted in the Transaction Document. Any associated costs or delays are the responsibility of the Customer. You acknowledge that outdoor advertising laws generally prohibit advertisements that are not the principal business, products, services, or activities where the advertisement is located, and you are solely responsible for procurement of outdoor advertising permits (if desired) and compliance with outdoor advertising laws.

2.6 Shipping & Freight.

Freight is subject to market fluctuations, including fuel surcharges. Final invoicing may reflect actual carrier rates at the time of shipment. All shipments are FOB Hi Signs.

2.7 Change Orders.

Any changes to scope, design, quantities, materials, or site conditions will be subject to written change orders and additional costs. Changes may also impact schedule.

2.8 General Exclusions.

Unless specifically stated in the Transaction Document, pricing excludes: primary-side electrical and communication wiring, service, controllers (e.g., timers and photocells), circuit breakers, electronics, fuses, traffic control, restoration, landscaping, patching, painting, and final cleaning.

3. PAYMENT TERMS

3.1 Deposit & Progress Billing.

In the absence of specified payment terms in the Transaction Document, you agree to pay:

• 40% deposit upon signing this Agreement;
• Progress billing during manufacturing or on agreed milestones; and
• Balance due prior to installation or at delivery, whichever occurs first.

Monthly payments, if any, are due on the first business day of each month in advance.

3.2 Credit Card Surcharge.

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).

3.3 Late Payments.

Time is of the essence. All past-due amounts shall bear interest at 1.5% per month (18% per annum), or the maximum rate allowed by law, whichever is less.

3.4 Default.

If you default in payment of any amount when due, fail to perform any other obligation after delivery of the Work or after Hi Signs is ready to perform, or if bankruptcy, receivership, or other insolvency proceedings are commenced by or against you or any guarantor, you will, without notice, become obligated to immediately pay Hi Signs an amount equal to: (1) all previously billed but unpaid amounts, and (2) all unbilled remaining amounts and other payments owed to Hi Signs under any other agreement between you and Hi Signs or any Hi Signs affiliate. Hi Signs may also stop the Work and suspend warranty obligations until paid in full. Hi Signs’ acceptance of a late payment or forbearance of any other default shall not operate as a waiver.

3.5 Security Interest.

Until your obligations are fully satisfied, the Work and related goods remain Hi Signs’ property, free of any ownership claim by you, the owner of any adjacent realty, or the creditors of either. You grant Hi Signs a security interest in the goods and permission to perfect, assign, amend, continue, and terminate that interest in any way allowed by applicable law, both as to personal property and as to fixtures.

3.6 Liens & Taxes.

Until your obligations are fully satisfied, you must maintain the Work free and clear of all levies, liens, and encumbrances at your sole cost and expense, and pay when due all taxes, fees, assessments, charges, and associated penalties and interest. If Hi Signs pays any such amounts, you must immediately reimburse Hi Signs.

3.7 Repossession.

If you fail to make any payment when due or otherwise default, Hi Signs may terminate this Agreement and repossess the goods or any component(s), without resort to judicial process and without liability for trespass. Repossession includes the right to remove or disconnect the goods. Repossession does not require Hi Signs to patch, paint, or touch up afterwards, and is in addition to — not an alternative to — Hi Signs’ other remedies.

3.8 Collection Costs.

If Hi Signs places this Agreement with a collection agency or attorney, you must pay all resulting costs and expenses, including reasonable attorneys’ fees.

3.9 Alberta Prompt Payment and Construction Lien Act.

Where the Work constitutes an improvement under the Alberta Prompt Payment and Construction Lien Act (the “PPCLA”), Hi Signs reserves all rights afforded to it under the Act, including without limitation: (a) the right to issue a Proper Invoice and to be paid within the timelines mandated by the Act; (b) the right to charge interest on overdue amounts and to suspend or terminate the Work in the event of non-payment; (c) the right to refer any dispute regarding payment to adjudication; and (d) the right to register and enforce a builder’s lien against the affected lands to secure payment of amounts owed to Hi Signs. Nothing in this Agreement shall be construed to waive, limit, or diminish Hi Signs’ rights under the PPCLA.

4. DESIGN & PRE-PRODUCTION

4.1 Design Scope & Revisions.

Pricing includes a defined number of design revisions as noted in the Transaction Document. Additional revisions beyond that number will be billed hourly at Hi Signs’ standard rates.

4.2 Shop Drawings & Engineering.

Shop drawings and engineering are included only to the level described in the Transaction Document. Structural engineering, stamped drawings, or third-party engineering review are billed separately if required.

4.3 Artwork Proofs & Client Approvals.

As a client, it is your responsibility to carefully review and verify all artwork proofs for accuracy — including dimensions, colors, materials, quantity, sign location, and spelling — to ensure they meet your specific requirements. Once artwork, shop drawings, or proofs are approved by the Customer, any subsequent changes are billable and may impact schedule. Errors or discrepancies identified after approval are the responsibility of the Customer and may result in additional costs for revisions or reproduction.

Hi Signs’ review of signage content supplied by clients is limited to 200 words per sign. Hi Signs does not provide language translations and only reviews content in English. Hi Signs makes every effort to ensure content is correct, but the final responsibility to review and verify accuracy (including grammar and typos) rests with the Customer.

4.4 Braille.

Hi Signs uses software to translate English content into Braille. While every effort is made to ensure accuracy and ADA (Americans with Disabilities Act) compliance in manufacturing, Hi Signs does not take responsibility for the grammar or accuracy of the translations. Clients should review Braille translations carefully before final approval. All Braille is printed using ADA-compliant manufacturing methods.

4.5 Color & Pantone Matching.

Hi Signs takes care to match colors to meet the design intent, but cannot guarantee an exact color match due to variations in color rendering across devices, monitors, display settings, and printers. Pantone values must be provided by the Customer to perform color matching; even with Pantone values, matching is not always exact and may vary slightly. Hi Signs is not responsible for color discrepancies resulting from these variations.

5. MANUFACTURING

5.1 Material Substitutions.

Hi Signs reserves the right to substitute materials or supply alternative brands where the substitute is of equivalent or greater specifications and is similar in appearance and functionality, provided the substitution meets required specifications and does not compromise quality or performance. This right applies if specified materials are unavailable, delayed, or otherwise impractical to obtain.

5.2 Special Products.

Hi Signs does not warranty wood, stone, or masonry products (“Special Products”). Due to the nature and unique properties of Special Products, knots, cracks, splitting, discoloration, scratches, chips, holes, or other irregularities — whether visible upon delivery or developing over time — are not considered errors, defects, or damage. These characteristics are authentic features of the material.

5.3 Finish Expectations.

Natural variations in color, grain, lighting reflection, and finish are acceptable within industry standards. This applies to metals, paint, wood, stone, printed graphics, and similar materials.

5.4 Tolerance & Fit.

Field conditions may require minor adjustments during installation to accommodate existing structures, surfaces, or site conditions. Minor tolerance variations within industry standards are not defects.

5.5 Content Ownership.

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 you deliver to Hi Signs. You are granted a non-exclusive, non-transferable license to use Hi Signs-owned Content for so long as you operate your business. You agree not to create derivative works of Hi Signs-owned Content. Hi Signs may reject any request for Content that may reflect adversely on the character, integrity, or standing of any person or business.

5.6 Customer-Supplied Content — IP Indemnity.

The Customer warrants that it owns, or is validly licensed to use and to grant Hi Signs the right to use, all artwork, logos, trademarks, service marks, copy, photography, and other content supplied to Hi Signs by or on behalf of the Customer (“Customer Content”). The Customer shall indemnify, defend, and hold harmless Hi Signs and its officers, directors, employees, agents, and subcontractors from and against any and all claims, demands, actions, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or related to any allegation that Customer Content infringes, misappropriates, or otherwise violates the intellectual property rights, privacy rights, publicity rights, or other rights of any third party.

6. SCHEDULING, MOBILIZATION & SITE ACCESS

6.1 Business Hours & Overtime.

Regular business hours of operation (“Business Hours”) are weekdays from 8:00 AM to 4:30 PM, excluding statutory holidays. Hi Signs reserves the right to charge overtime rates (“Overtime”) if work is required outside Business Hours. You agree to pay the actual cost for Overtime as invoiced.

6.2 Schedule Assumptions.

Pricing is based on current schedule assumptions. Accelerated timelines, after-hours work, phased installs, or client-driven schedule compression may result in additional costs.

6.3 Mobilizations.

Pricing includes standard mobilizations as estimated in the Transaction Document. Mobilizations to client work sites for surveys, inspections, excavation, removal, deliveries, or installation are scheduled in advance with reasonable notice. Hi Signs uses best efforts to arrive on time but does not guarantee arrival times due to circumstances outside its control.

Additional mobilizations — including those caused by schedule changes, site delays, client-requested phasing, or re-scheduling — will be billed as extras (“Mobilization”). You agree to pay the actual cost for Mobilization as invoiced, and to bear the risk of Mobilization cost increases beyond the amounts included in the Transaction Document (including increases due to tax rate changes, travel, tariffs, or similar occurrences).

6.4 Access & Readiness.

Pricing assumes clear, safe, and ready access to the work area. Once a site visit is scheduled, it is your responsibility to ensure the site is prepared for the Work without delay and free of obstructions or access restrictions. Delays caused by site readiness, other trades, or restricted access may result in standby or remobilization charges.

6.5 Standby Time.

If Hi Signs’ crew is on site and cannot proceed due to circumstances outside Hi Signs’ control — including unprepared sites, missing approvals, other trades, or client-caused delays — standby time applies at Hi Signs’ standard hourly rates and will be invoiced accordingly.

6.6 Weather Delays.

Weather impacts schedule and is not Hi Signs’ liability. Delays, rescheduling, or remobilization resulting from weather are not grounds for penalty, credit, or deduction against Hi Signs.

6.7 Out-of-Sequence Work.

If the project deviates from the planned workflow — including partial installs, returns to site, phased or staged work driven by others, multiple remobilizations, or re-access due to other trades — additional costs apply. These costs will be billed as extras or by change order.

6.8 Orientations.

When the Customer requires Hi Signs workers to complete job-specific training, site orientation, or project pre-qualifications (“Orientations”), such costs may be noted in the Transaction Document but are estimates only. You agree to pay the actual cost for Orientations as invoiced, and to bear the risk of Orientation cost increases beyond those amounts (including scheduling and travel changes to and from Hi Signs’ main office at 9570 58 Avenue, Edmonton, Alberta).

6.9 Force Majeure.

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.

6.10 Postponed Work.

Work orders awaiting feedback, information, direction, or approvals from the Customer that are deemed necessary by Hi Signs to complete the Work may be deemed inactive, on-hold, or delayed (“Postponed”) due to factors outside Hi Signs’ reasonable control. In the event of Postponed work, Hi Signs reserves the right to invoice the Customer for any portion of the Work performed where Hi Signs has incurred expenses — including consultations, site visits, surveys, artwork, design, purchases, materials, scheduling, project management, fabrication, travel, office expenses, permit applications, subcontractor services, and other disbursements. For Design-Build Projects, the Customer may elect to exercise a formal Pause Right under Section 15.5 instead of Postponement under this Section.

7. INSTALLATION & SITE WORK

7.1 Installation Scope.

If the Work involves installation of goods, additional work beyond that contemplated in the Agreement may be required if Hi Signs encounters subsurface or concealed conditions that are extraordinary or unexpected (including 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.

7.2 Utility Locates & Underground Obstructions.

Responsibility for utility locates is as defined in the Transaction Document. Unless Hi Signs is explicitly engaged for utility locates, the Customer is responsible for identifying and notifying Hi Signs in writing of all underground pipes, sewer lines, sprinkling systems, cabling, and other underground obstructions prior to the commencement of Work. Absent such written notification, you agree to pay for any resulting damage. Hi Signs shall not be responsible for damage to underground utilities not disclosed in writing.

7.3 Pre-Existing Conditions.

Hi Signs is not responsible for pre-existing conditions, hidden damage, or latent defects in buildings, structures, substrates, foundations, signage, electrical service, or other existing elements at the work site.

7.4 Hydrovac Services.

Hydrovac services are not included unless explicitly stated in the Transaction Document. If required, hydrovac services will be billed at cost plus 20%.

7.5 Foundations (Screw Piles / Concrete).

Foundations — including screw piles, concrete footings, or other structural bases — are not included unless explicitly stated. Final foundation requirements are subject to site conditions and engineering or RFP specifications. All foundation work will be billed at cost plus 20%.

7.6 EIFS Penetrations.

Hi Signs is not an Exterior Insulation and Finish System (“EIFS”) contractor. If Hi Signs’ responsibilities involve penetrations of EIFS, Hi Signs will seal such penetrations with products and procedures common in the sign industry — which may not meet EIFS warranty requirements. Hi Signs shall have no responsibility for damage resulting from such penetrations.

7.7 Customer 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, and to disconnect, render unusable, and/or remove the Work, free and clear of lien, encumbrance, or claim of trespass;
• Furnish and maintain at your own expense all power lines, electrical controls, and data service necessary for performance of the goods and compliance with applicable law, installed as designated by Hi Signs and ready in place for connection at the intended time of installation;
• Pay all charges for electrical and data service;
• Provide all necessary reinforcements to any previously existing building, pole, base, or other object or surface on which the goods will be installed or which will be utilized in installation or access;
• Advise Hi Signs in writing of all cellular antennas, microwave equipment, and other hazards that may be dangerous to workers, and properly secure or otherwise render safe all such dangers whenever Hi Signs employees will be in the area.

You further agree to indemnify and hold Hi Signs harmless from any damage or expense resulting from a breach of this provision.

7.8 Customer Authority & Third-Party Consents.

The Customer warrants and represents that it has full legal authority to order the Work and to authorize the installation, operation, and maintenance of the Work at the specified location, including having obtained — or being able to obtain in advance of installation — all required third-party consents. Such consents include, without limitation, landlord or property owner consent, tenant consent, condominium corporation or strata council approval, homeowner or business improvement association approval, franchisor brand approval, heritage authority approval, and any other private third-party authorization applicable to the site or the Work. Obtaining, maintaining, and the cost of such consents is the sole responsibility of the Customer. The Customer shall indemnify and hold Hi Signs harmless from any claim, cost, damage, or expense arising from the Customer’s failure to obtain or maintain any required third-party consent.

7.9 Rights Subject to Third-Party Action.

You acknowledge 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 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.

8. INSPECTION & ACCEPTANCE

8.1 Inspection Period.

You must carefully inspect the Work within ten (10) calendar days after delivery. If the Work does not meet the written requirements described in the Transaction Document, or has any defect in manufacture, installation, or operation, you must give Hi Signs written notice of the nonconformance or defect within five (5) calendar days of discovery. ABSENCE OF SUCH WRITTEN NOTICE SHALL BE CONCLUSIVE EVIDENCE THAT THE WORK IS ACCEPTABLE TO YOU AS DELIVERED.

8.2 Third-Party Carrier Damage.

If a third-party carrier delivers any goods, you must inspect the goods and promptly notify Hi Signs and the carrier of any damage before moving the goods from the place of delivery. If damage exists, you must retain the packing materials and comply with all requirements necessary to preserve claims against the carrier. If you or your agent move the goods before inspection, accept them in damaged condition, or otherwise fail to comply with these requirements, Hi Signs shall have no responsibility for defects notwithstanding any warranty.

9. LOGISTICS, RISK & OWNERSHIP

9.1 Risk of Loss & Title.

Risk of loss transfers to the Customer at delivery. If installation is delayed by the Customer or others after delivery, the Customer bears all risk of loss or damage from that point forward. 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 loss or damage caused by seizure, casualty, vandalism, terrorism, accident, theft, riot, strike, insurrection, war, fire, and acts of God. All shipments are FOB Hi Signs.

9.2 Title of Goods.

Notwithstanding delivery and transfer of risk of loss, title to all goods remains with Hi Signs until the Customer has paid in full. Until your obligations are fully satisfied, the goods are Hi Signs’ property (see Section 3.5).

9.3 Insurance.

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 name Hi Signs as loss payee.

9.4 Storage.

Hi Signs includes up to two (2) weeks of storage for completed goods awaiting delivery or installation at no additional charge. Beyond this period, storage fees will apply at Hi Signs’ standard rates and will be invoiced to the Customer. Extended storage does not delay payment obligations.

9.5 Possession.

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 without Hi Signs’ prior written consent.

9.6 Transfer of Business Assets or Real Property.

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 Hi Signs written notice of such intention at least thirty (30) days prior to closing. At closing and with proceeds therefrom, you agree to pay Hi Signs all amounts then outstanding and all unbilled remaining amounts, unless Hi Signs has previously agreed in writing to your assignment of this Agreement.

9.7 Assignment.

All terms and conditions of this Agreement are binding upon and inure to the benefit of the successors, assigns, and legal representatives of each party. You may transfer your interests, rights, and obligations under this Agreement only with the prior written consent of Hi Signs. Hi Signs may assign its interests, rights, and obligations as may be expedient to perform the Work.

10. WARRANTY

10.1 Limited Warranty — Scope.

Hi Signs warrants that the Work will be free from defects in materials and workmanship under normal use, for the warranty period stated in the Transaction Document. If no warranty period is stated in the Transaction Document, the default warranty period is one (1) year from the date of substantial completion of the Work. This warranty covers manufacturing defects only and does not cover:

• Damage caused by misuse, abuse, accident, vandalism, or third-party acts;
• Damage caused by improper handling, installation by others, or modification;
• Environmental exposure — including wind, hail, lightning, flooding, seismic events, UV degradation beyond industry norms, and corrosive atmospheric conditions;
• Normal wear and tear, fading, or natural material variation (see Sections 5.2–5.4);
• Damage resulting from the Customer’s failure to maintain the Work in accordance with Section 10.3;
• Items excluded elsewhere in this Agreement, including Special Products, EIFS penetrations, and LED/tubing conditions below.

Hi Signs is not responsible for radio or television interference, nor for replacement of light-emitting diodes, neon tubing, or other tubing because of color change or reduction of brilliance.

10.2 Extended Warranty.

If the Work expressly includes an extended warranty for recurring maintenance, service, or repair over a term (for a one-time, up-front payment or periodic payments), the provisions of this section apply. So long as your payment obligations are current and you are not in default under this or any other agreement with Hi Signs or any Hi Signs affiliate, 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 — acknowledge the request within five (5) business days.

Hi Signs’ extended warranty obligations are inapplicable to damage covered by the same exclusions as the limited warranty (Section 10.1), unless and to the extent caused by Hi Signs. If parts or materials become unavailable, or if the goods or components become unusually difficult or unsafe to access, Hi Signs may cancel extended warranty obligations for the affected goods; your exclusive remedy is a proportionate credit against the up-front payment or periodic payments. If service is performed by a third party without Hi Signs’ authorization, Hi Signs may suspend or terminate its extended warranty obligations without credit upon written notice.

10.3 Maintenance Requirement.

Proper maintenance of the Work in accordance with Hi Signs’ recommendations, manufacturer guidelines, and applicable industry standards is required to maintain warranty coverage. Failure to perform required maintenance voids the warranty with respect to damage or failure attributable to that lack of maintenance.

10.4 Special Products — No Warranty.

Wood, stone, and masonry products are sold without warranty (see Section 5.2).

11. CANCELLATION, RETURNS & REFUNDS

11.1 Cancellation.

Due to the personalized and customized nature of the products and services provided by Hi Signs:

• Cancellation of approved orders is subject to a minimum 15% cancellation/restocking fee of the entire project value, regardless of progress status, to reimburse Hi Signs for consultations, procurement of materials, graphic design, site visits, and time invested by account managers.
• If production has begun, a minimum cancellation fee of 25% applies, plus the full cost of materials already ordered.
• If a project is paused, suspended, or cancelled at any stage, all work completed to date, materials procured or committed, subcontractor costs, and applicable restocking fees are billable in addition to the minimum cancellation fee.

This Section 11.1 does not apply to Design-Build Projects, which are governed by Part II (Section 15) of this Agreement.

11.2 Return Material Authorization (RMA).

To initiate a return, you must contact your assigned account manager to request an RMA form. The RMA must be completed and approved before any return is processed for credit.

11.3 Customized Products.

Products customized to your specific requirements are not eligible for return, except in the case of manufacturing defects or damage during transit.

11.4 Stock Products.

Stock products may be returned but may be subject to a restocking fee, determined during the RMA process.

11.5 Product Condition.

To be eligible for credit or return, products must be in “new” condition — unused, in original packaging, and free from signs of wear, damage, or alteration.

12. INDEMNIFICATION & LIMITATION OF LIABILITY

12.1 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 attorneys’ fees), damages, and liabilities — at law or in equity — arising out of or related to the Work. This section survives completion of the Work and termination of the Agreement.

12.2 Limitation of Liability.

To the maximum extent permitted by law, Hi Signs’ total aggregate liability under or in connection with this Agreement — whether arising in contract, tort (including negligence), strict liability, statute, or any other legal or equitable theory — shall not exceed the amount actually paid by the Customer to Hi Signs under the applicable Transaction Document. In no event shall Hi Signs be liable for any special, indirect, incidental, punitive, or consequential damages — including lost profits, lost revenue, loss of use, loss of business opportunity, loss of goodwill, or damage to reputation — irrespective of the cause or theory of liability, and whether or not Hi Signs was advised of the possibility of such damages. The limitations in this Section reflect an agreed allocation of risk between the parties and shall apply notwithstanding the failure of any limited or exclusive remedy in this Agreement.

13. DISPUTES & GOVERNING LAW

13.1 Dispute Resolution.

The parties agree to use good-faith efforts to resolve any claims or disputes. If unsuccessful, at Hi Signs’ sole option and upon Hi Signs’ written notice, such claims or disputes may be submitted to formal mediation, with each party to pay one-half of the costs.

13.2 Venue & Governing Law.

In the event of litigation, 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 the laws of Alberta, without regard to its conflict-of-laws provisions.

14. GENERAL PROVISIONS

14.1 Severability.

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.

14.2 Waiver.

Hi Signs’ acceptance of late payment or forbearance of any event of default shall not operate as a waiver of Hi Signs’ rights as to any subsequent late payment or default.

14.3 Notices.

Any notice required under this Agreement must be in writing and delivered to Hi Signs at 9570 – 58 Avenue, Edmonton, AB, T6E 0B6, or to the Customer at the address on the Transaction Document.

PART II — DESIGN-BUILD PROJECT TERMS

APPLICATION NOTICE

The following provisions apply EXCLUSIVELY to Design-Build Projects.

This Part II applies only where the Transaction Document expressly identifies the Work as a “Design-Build” engagement, or where the parties have otherwise agreed in writing that the Work is to be performed on a Design-Build basis. For all other engagements, only Part I (Sections 1–14) applies.

Where this Part II applies to a Design-Build Project and conflicts with any provision in Part I — including without limitation Section 6.10 (Postponed Work) and Section 11 (Cancellation) — the provisions of this Part II shall prevail with respect to that Design-Build Project.

15. DESIGN-BUILD PROJECTS

15.1 Definition & Scope.

Under a Design-Build Project, Hi Signs provides integrated design, engineering, procurement, fabrication, delivery, and installation services as a single point of responsibility. This Section 15 governs the formation, administration, pausing, and termination of Design-Build Projects.

15.2 CCDC 14 — Framework Reference Only.

The parties acknowledge that CCDC 14 – Design-Build Stipulated Price Contract, as published by the Canadian Construction Documents Committee, represents a recognized Canadian framework for Design-Build engagements. The parties may, by mutual reference, draw upon concepts, practices, definitions, or administrative procedures from CCDC 14 to guide the execution of the Design-Build Project. However, CCDC 14 is not incorporated into this Agreement and does not bind either party, except to the extent that specific provisions of CCDC 14 are expressly identified and adopted in writing within the Transaction Document. This Agreement remains the governing contract document at all times.

15.3 Design-Build Project Stages.

Unless otherwise defined in the Transaction Document, a Design-Build Project shall be deemed to progress through the following stages:

• Stage 1 – Schematic Design: Project definition, concept development, preliminary site assessment, and initial design options.
• Stage 2 – Design Development: Refinement of the approved concept, material and finish selection, preliminary engineering input, and design coordination.
• Stage 3 – Construction Documents & Engineering: Shop drawings, stamped structural, electrical, or civil engineering (where required), final specifications, and permit-ready drawings.
• Stage 4 – Procurement & Pre-Fabrication: Material ordering, supplier deposits, subcontractor engagement, long-lead item commitments, and production scheduling.
• Stage 5 – Fabrication: Active manufacturing of goods.
• Stage 6 – Delivery & Installation: Logistics, site mobilization, installation, commissioning, and project close-out.

The stage in effect at any given time shall be determined by Hi Signs acting reasonably and in good faith, based on the actual progress of the Work.

Client Exit and Suspension Rights

15.4 Client Off-Ramp Right (Termination for Convenience).

The Customer may elect to terminate a Design-Build Project at any stage prior to substantial completion by delivering written notice to Hi Signs (an “Off-Ramp Notice”). An Off-Ramp Notice is effective upon receipt by Hi Signs. Upon receipt, Hi Signs shall cease the Work as soon as reasonably practicable, take commercially reasonable steps to mitigate further costs and commitments, and issue a final invoice in accordance with Section 15.6. The Off-Ramp Right is a right of termination for convenience and does not apply where the Customer asserts that Hi Signs has materially breached this Agreement, in which case the Customer’s remedies shall be governed by Section 13 and applicable law.

15.5 Client Pause Right.

As an alternative to the Off-Ramp Right, the Customer may elect to temporarily suspend (rather than terminate) a Design-Build Project by delivering written notice to Hi Signs (a “Pause Notice”). A Pause is distinct from Postponed Work under Section 6.10 and is available only for Design-Build Projects. Upon delivery of a Pause Notice:

(a) Work Ceases. Hi Signs shall suspend the Work as soon as reasonably practicable and take commercially reasonable steps to pause supplier and subcontractor commitments where feasible.

(b) Progress Invoice. Hi Signs shall invoice, and the Customer shall pay, all costs incurred and profit earned on the Work completed up to the effective date of the Pause Notice, on standard payment terms under Section 3.

(c) Storage Fees. During the pause, the Customer shall pay Hi Signs storage fees at Hi Signs’ standard rates for any materials, components, or work-in-progress held on behalf of the Project. The storage allowance under Section 9.4 does not apply to paused Design-Build Projects.

(d) Carrying Costs. Any non-cancellable supplier or subcontractor costs, insurance, financing charges, or other carrying costs incurred during the pause are payable by the Customer as invoiced.

(e) Re-Pricing on Resumption. If the pause extends beyond the price validity period referenced in Section 2.1, pricing for the remaining Work is subject to adjustment to reflect current material, labour, freight, tariff, and subcontractor rates at the time of resumption.

(f) Re-Engagement Fee. Upon resumption, the Customer shall pay a re-engagement fee covering: (i) the actual cost of re-mobilizing the Project, including re-scheduling, supplier and subcontractor re-engagement, and any engineering, design, or drawing updates required due to the pause; and (ii) a project re-start administration fee at Hi Signs’ standard rates.

(g) Maximum Pause Duration. A Pause shall have a maximum duration of ninety (90) days from the effective date of the Pause Notice, unless extended by mutual written agreement. If the Customer has not provided written direction to resume the Work before the 90-day period expires, Hi Signs may, at its sole discretion, convert the Pause into an Off-Ramp Notice by delivering written notice to the Customer. Upon such conversion, Sections 15.4 and 15.6 apply, with the effective date of termination deemed to be the date of the original Pause Notice and the applicable Break-Up Stage being the stage in effect on that date.

Financial Consequences of Termination

15.6 Break-Up Costs.

In consideration of Hi Signs’ commitment of design resources, exposure to supplier and subcontractor obligations, and forgone opportunity cost in accepting a Design-Build engagement, the Customer agrees that upon delivery of an Off-Ramp Notice, the Customer shall pay Hi Signs Break-Up Costs calculated as the sum of:

(a) Costs Incurred — all costs actually incurred or irrevocably committed by Hi Signs up to the effective date of the Off-Ramp Notice, including without limitation: in-house and subcontracted labour; design, engineering, and project management hours at Hi Signs’ standard billing rates; materials ordered, delivered, or committed (whether or not yet received); supplier and subcontractor deposits and non-refundable commitments; permit, approval, and engineering fees; travel, equipment, and storage costs; and allocated overhead; plus

(b) Profit — Hi Signs’ profit margin on the Work performed and committed up to the effective date of the Off-Ramp Notice, calculated at the margin rate contemplated in the Transaction Document; plus

(c) Third-Party Cancellation Charges — any restocking, cancellation, re-handling, or breakage fees assessed by Hi Signs’ suppliers or subcontractors as a result of the termination.

The total Break-Up Costs payable shall not be less than the following minimum percentages of the total contract value (the “Minimum Break-Up Fee”), determined by the stage in effect at the time the Off-Ramp Notice is received:

Stage at Time of Off-Ramp Notice Minimum Break-Up Fee

Stage 1 – Schematic Design 15%

Stage 2 – Design Development 25%

Stage 3 – Construction Documents & Engineering 40%

Stage 4 – Procurement & Pre-Fabrication 55%

Stage 5 – Fabrication 75%

Stage 6 – Delivery & Installation 90%

Where the amount calculated under paragraphs (a) through (c) above exceeds the Minimum Break-Up Fee for the applicable stage, the higher amount shall apply. Break-Up Costs are payable in accordance with the payment terms set out in Section 3 of this Agreement and are subject to interest under Section 3.3 if not paid when due.

Work Product and Third-Party Commitments

15.7 Work Product on Termination.

All drawings, designs, specifications, engineering, renderings, 3D models, prototypes, samples, and other work product produced by Hi Signs in connection with a Design-Build Project (“Work Product”) remain the sole and exclusive property of Hi Signs upon termination under this Section 15, unless a written licence or transfer of ownership has been separately negotiated and paid for by the Customer. The Customer shall not use, reproduce, distribute, or provide Hi Signs’ Work Product to any other contractor, fabricator, or third party, nor engage any third party to execute work based on Hi Signs’ Work Product, without Hi Signs’ prior written consent. Any unauthorized use of Work Product shall entitle Hi Signs to additional compensation equal to the fair market value of the Work Product so used, together with any other remedies available at law or in equity.

15.8 Supplier and Subcontractor Commitments.

Upon receipt of an Off-Ramp Notice or Pause Notice, Hi Signs shall use commercially reasonable efforts to cancel, pause, or redirect outstanding supplier and subcontractor commitments. Where commitments cannot be cancelled without cost, or where materials have been produced or shipped, such costs shall form part of Break-Up Costs under Section 15.6(a) and (c), or Pause carrying costs under Section 15.5(d), as applicable. The Customer shall not contact or direct Hi Signs’ suppliers or subcontractors, nor attempt to take assignment of Hi Signs’ supplier or subcontractor agreements, without Hi Signs’ prior written consent.