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Albrecht Sign Company
<br />7775 Main St NE
<br />Fridley, MN 55432 USA
<br />Phone: 763.754.2899
<br />Fax: 763.767.7316
<br />Fed ID: 82-0773738
<br />Quote No: 11923-1
<br />Tuesday, April 30, 2019
<br />Page: 6
<br />TERMS AND CONDITIONS OF SALE
<br />EXHIBIT A
<br />These terms and conditions are applicable to all Goods and Services provided by Albrecht Sign Company ("ASC"). As used herein "Goods and Services" refer to
<br />the scope of the production and fabrication of the sign proposal submitted by ASC to Client. ASC requests written acceptance of the Agreement, but the following
<br />actions shall also constitute Client's acceptance of the Agreement: 1) issuing an authorizing purchase order for any of the Goods and Services, 2) authorizing ASC's
<br />presence on site, or 3) written or electronic notification for ASC to proceed with the proposal. Issuance of a purchase order by Client which contains separate
<br />terms and conditions will not take precedence or modify the terms and conditions contained in this Service Agreement. The proposal, these terms and
<br />conditions and any appendices attached hereto shall comprise the Agreement between ASC and Client described in the proposal and are binding upon the Client, its
<br />successors, assignees, joint ventures and third -party beneficiaries. All proposals, negotiations, and representations, if any, regarding this transaction made prior to
<br />the date of this acknowledgment are merged herein. Any modifications to this Agreement must be mutually acceptable to both parties and accepted in writing. No
<br />considerations will be given to revisions to ASC's terms and conditions or alternate contract format submitted by the Client as a condition for payment.
<br />PAYMENT: Unless stated differently on the face of the invoice, terms are net thirty (30) days from the date of the invoice on approved credit. All invoices not paid
<br />within thirty days of invoice shall be subject to interest which shall accrue at the rate of 1.5% per month (18% annually), or the maximum rate allowed by law,
<br />whichever is less. Customer shall have no right of set off to ASC in satisfaction of any claims asserted against ASC by Customer. ASC may at its sole discretion
<br />alter or suspend credit. Customer agrees to furnish ASC with the personal guarantees of the principals of Customer as ASC may request the same from time to time.
<br />TITLE AND OWNERSHIP: The sale of the Sign to Customer constitutes a cash sale and title to and ownership of the Sign purchased under this Agreement shall
<br />pass to Customer upon ASC's receipt of payment in full for the Sign. ASC shall retain all right, title and interest in the Sign until Customer's cash payment is
<br />received or its check honored, despite ASC's delivery and Customer's possession of the Sign. All artwork or designs that are created by ASC shall continue to be
<br />owned by ASC and Customer may not use the artwork or designs without ASC's written permission. Without limiting the generality of the foregoing, Customer
<br />may not reproduce or copy any artwork or design or transfer, assign, sublicense, loan, disclose or otherwise make available all or any portion of such artwork or
<br />design to any other person or entity, without the prior express written consent of Seller.
<br />REMEDIES: If ASC determines, in its sole discretion, that Customer is in default under any of its obligations under this Agreement, ASC may (a) enter upon
<br />Customer's premises and without any court order or other process of law may repossess and remove the Sign, with or without notice to Customer; Customer hereby
<br />waives any trespass or right of action for damages by reason of such entry, removal or disabling; Customer further expressly consents to ASC's entry of the
<br />premises; (b) ASC may require Customer to return the Sign in good repair, by delivering the Sign packed and ready for shipment, to such place as ASC may
<br />specify; (c) ASC may cancel or terminate this Agreement and may retain any and all prior payments made by Customer; (d) ASC may declare all sums due and to
<br />become due under this Agreement immediately due and payable, without notice or demand to Customer; (e) if the Sign is permanently affixed to real property,
<br />Customer acknowledges and agrees that the Sign shall constitute a lienable permanent improvement and ASC may file a mechanic's lien on the improved real
<br />property for labor and material provided; or (f) ASC may pursue any other remedy available at law, by statute or equity. No single or partial exercise by ASC or any
<br />right or remedy hereunder shall preclude any other or further exercise of any other right or remedy. If ASC hires an attorney who to collect what is owed under this
<br />Agreement or to regain possession of the Sign, Customer agrees to pay all ASC's attorneys' fees, costs, and expenses incurred.
<br />CUSTOMER'S REPRESENTATIONS AND WARRANTIES: If Customer has entered into this agreement as a business entity and not as an individual,
<br />Customer represents, warrants and certifies that it is a business duly organized validly existing and in good standing and is licensed or qualified to transact business
<br />under the laws of the State of Minnesota. Customer further represents, warrants and certifies that it has all requisite power and authority to carry on its business,
<br />including authority to execute and deliver and to perform all of its obligations under this agreement. In the event that Customer breaches this warranty, the
<br />individual who has executed this agreement shall be solely liable to ASC for all of Customer's obligations hereunder.
<br />ASC'S WARRANTIES: ASC agrees to warrant all Sign(s) in accordance with the terms of its standard warranty for each Sign, as modified from time to time in
<br />ASC's sole discretion. ASC's sole obligation to Customer shall be limited to the repair or replacement of the Sign, at ASC's option, of defective products returned to
<br />Seller at the sole expense of Buyer or initial retail purchaser. THE FOREGOING REMEDIES ARE EXCLUSIVE. SELLER MAKES NO OTHER EXPRESS
<br />WARRANTY. SELLER DISCLAIMS, AND BUYER WAIVES ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED
<br />WARRAN 11ES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
<br />ASC LIABILITY: In no event shall ASC's liability exceed the amount of the invoice price of the Sign sold or the services provided. ASC shall not have any
<br />obligation or liability to Customer for any incidental or consequential damages whatsoever sustained or alleged to have sustained by Customer (including any
<br />expenses incident thereto), arising out of or related to these Terms and Conditions. The "consequential damages" shall be deemed to include the following; loss of
<br />use, revenue, income, or anticipated profits; loss of Sign, materials or property handled or processed with the use of the Sign; and damage to, loss or destruction of
<br />property. Customer agrees to indemnify ASC from and against damages and costs to the extent caused by the intentional acts or negligence of the Customer,
<br />Customer's contractors and subcontractors or other third parties.
<br />MISCELLANEOUS: If and to the extent that applicable law confers any rights or imposes any duties inconsistent with or in addition to any of the provisions of
<br />this agreement, the affected provisions shall be considered amended to conform thereto, but all other provisions hereof shall remain in full force and effect. The
<br />laws of Minnesota shall govern over the terms of this agreement. The exclusive jurisdiction for the resolution of any and all disputes between the parties shall be the
<br />State or Federal Courts located in Hennepin County, Minnesota. This writing is the full and complete agreement between the parties. Any modifications of this
<br />agreement must be made in writing and executed by both parties. Waiver by ASC of a breach of any of the terms and conditions of this contract shall not be
<br />construed as a waiver of any other breach.
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