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Terms & Conditions Texas Signs by Design TERMS AND CONDITIONS OF SALE AND SHIPMENT All purchases by each buyer from Texas Signs by Design and shipment of goods by Texas Signs by Design are subject to the following terms and conditions, to the extent not in conflict with any written document signed by Texas Signs by Design: 1.Ordering. Each incoming purchase order or other order by any means is a binding offer by Purchaser to purchase from Texas Signs by Design. Such offer may be accepted by Texas Signs by Design by confirmation, by performance or the making of arrangements preparatory to performance, or in any other appropriate manner. All orders are non-cancelable and non-returnable unless Texas Signs by Design agrees to the contrary in a signed writing. 2.Terms of Sale. Acceptance of an order by Texas Signs by Design is expressly limited to these terms and conditions and those set forth in any written quotation from Texas Signs by Design. Any additional terms on Purchaser?s form are objected to and rejected, and shall be deemed a material alteration hereof. Purchaser agrees that any additional terms on any purchase form from Purchaser are superseded by these terms and conditions, that such additional terms are not part of the agreement between Purchaser and Texas Signs by Design. Quotations must be accepted by placing a purchase order within five (5) business days after the date of the quotation (or such lesser or greater time as specified by Texas Signs by Design in writing), or the quotation shall become void and of no effect. 3.Pricing. Except to the extent Texas Signs by Design has given a written quotation which Purchaser has accepted by placing a purchase order within the time specified above, pricing is subject to adjustment to reflect Texas Signs by Design?s prices in effect at the time of shipment, and in all events pricing is subject to change upon the occurrence of a force majeure event (as provided below). Purchaser must inquire in advance of ordering for Texas Signs by Design?s standard order quantity for each item. Purchaser shall pay all sales, use and other local, state and federal taxes and impositions, except Texas Signs by Design?s income taxes, due or arising in connection with the sale of goods by Texas Signs by Design to Purchaser or applicable to the goods after delivery. 4.Payment. Standard terms for open accounts are net 30 days from date of invoice. New accounts are required to submit a credit application to Texas Signs by Design. All amounts not paid within 30 days from date of invoice shall accrue interest at the rate of eighteen percent per annum (18%) from date of invoice. Texas Signs by Design reserves the right to establish a credit limit for Purchaser and increase or decrease the same from time to time and adjust shipments of goods accordingly. Orders other than on open accounts must be prepaid on terms acceptable to Texas Signs by Design. Purchaser shall pay all wire, electronic transfer and similar fees. Purchaser agrees to pay all court costs and attorneys? fees incurred by Texas Signs by Design in collection of any amounts due from Purchaser or due to Purchaser?s breach of any of these terms and conditions. Texas Signs by Design reserves a security interest in all goods as security for the payment of the price and all other obligations of Purchaser. 5.Shipping. Texas Signs by Design or its agent may ship and pack the goods, select a carrier, make a transportation contract, and put the goods into the possession of a carrier, in any manner and on any terms Texas Signs by Design or its agent may see fit. Texas Signs by Design?s standard method of shipping is UPS Ground. All other shipping methods must be clearly indicated on all orders prior to order confirmation. Purchaser shall pay all costs of shipping. Title to goods shall pass to Purchaser upon delivery of same to a carrier, F.O.B. place of shipment. Occasionally, some orders may ship as partial orders. If an item is short, it may be back ordered and shipped separately at a later date. Subject to paragraph 6 below, if Purchaser requires its order to ship complete, Purchaser must indicate such on Purchaser?s original order. 6.Shipping Discrepancies. Shipping discrepancies include quantity, item, incorrect shipping method, packaging and damage. It is Purchaser?s responsibility to confirm its receipt of order by reviewing Texas Signs by Design?s packing slip and physically reviewing the goods. All discrepancies must be reported to Texas Signs by Design within 48 hours of receipt (as reflected by carrier?s proof of delivery) or Purchaser will be deemed to have accepted such shipment and such shipment shall be deemed to be free of discrepancies. Texas Signs by Design may tender any quantity of goods not less than 90% nor more than 110% of the quantity ordered. Such tender shall be a conforming tender and any price specified for a quantity of goods (not per item) shall be ratably adjusted, and such quantity will be accepted by Purchaser as filling the order. 7.Returns. No goods may be returned to Texas Signs by Design without Texas Signs by Design?s prior written consent, and then only to the extent of the quantity and under the terms and conditions set forth in such writing. All returns must be approved by Texas Signs by Design in its sole discretion, and are subject to a restocking fee. Receipt of a returned merchandise authorization (RMA) number does not guarantee a credit for returned merchandise. 8.Force Majeure. In no event shall Texas Signs by Design be liable for, or be considered to be in breach of its obligations to Purchaser, because of any breach, default, or delay in the performance of any of its obligations occasioned by occurrences or contingencies considered ?force majeure? including, but not limited to, delay caused by inability to obtain transportation, inability to obtain materials, delay in transit from a manufacturer or supplier or failure to make delivery by a manufacturer or supplier, shortage of fuel, failure of sources of supplies, breach or default by a supplier, strike, lock out, labor disputes, disasters, fire, flood, accident, invasion, riot, war, revolution, embargo, restraint, acts of God, disease, epidemic, public health crisis, substantial increases in the price of goods (as defined below), materials, parts, supplies, shipping costs, customs duties, taxes or other costs, failure of electronic equipment, software and/or Internet service, currency exchange rate fluctuations greater than 20% over a twelve-month period, demand of the United States or any other government, failure of any other party to perform its obligations, or any other cause or contingency beyond Texas Signs by Design?s control which shall prevent or materially impair Texas Signs by Design from performing in the normal and usual course of its business in a profitable fashion. A ?substantial increase? shall be defined to mean an increase of more than 20% over the previous twelve-month period. 9.Intellectual Property. Purchaser will indemnify Texas Signs by Design and hold Texas Signs by Design harmless from and against all claims, demands, liabilities and expenses, including (without limitation) claims of infringement of patent, trademark, service mark, copyright or other proprietary right, invasion of privacy, or any other matter, arising from the use of any picture, plate, advertising copy, specifications or material furnished to Texas Signs by Design by Purchaser or prepared by Texas Signs by Design at Purchaser?s request, including reasonable attorneys? fees with court costs. 10.Limited Warranty. Texas Signs by Design warrants that the goods will at the time of delivery conform to the description made in the applicable catalog and that Purchaser will acquire good title to the goods. Texas Signs by Design MAKES NO OTHER AFFIRMATIONS, PROMISES, OR WARRANTIES, EXPRESS OR IMPLIED, as to the condition, quality or characteristics of the goods, or as to any other matter whatsoever. Texas Signs by Design SPECIFICALLY DISCLAIMS AND EXCLUDES ANY WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. In the event of any breach of the warranty made herein, Texas Signs by Design will, upon reasonable notice from Purchaser, either replace the affected goods or refund the purchase price paid by Purchaser to Texas Signs by Design for the affected goods, at Texas Signs by Design?s option. The foregoing shall constitute the SOLE AND EXCLUSIVE REMEDY for any breach of warranty. This exclusive remedy shall not be deemed to have failed of its essential purpose under any circumstances. Texas Signs by Design SHALL NOT BE LIABLE FOR INCIDENTAL DAMAGES, FOR CONSEQUENTIAL DAMAGES, FOR BREACH OF WARRANTY DAMAGES, OR FOR ANY OTHER DAMAGES OF ANY KIND. 11.Governing Law. These terms and conditions shall be governed by and construed in accordance with the laws of the State of North Carolina. Purchaser specifically consents to the jurisdiction of the state and federal courts of the State of North Carolina situated in Wilmington, North Carolina with respect to any dispute arising between Purchaser and Texas Signs by Design under these terms and conditions or in connection with any goods purchased by Purchaser from Texas Signs by Design, and agrees that all actions shall be brought and maintained in such courts. None of the products sold through this website are designed or intended primarily for children 12 years or younger. No product is represented in its packaging, display, promotion or advertising as appropriate for use by children 12 years of age or younger. |