Terms & Conditions
These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of the goods (“Goods”) and services (“Services”) by Omega Sign & Lighting Inc. an Illinois corporation (“Seller”), to the undersigned buyer (“Buyer”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering covered hereby, the terms and conditions of such contract shall prevail to the extent they are inconsistent with these Terms. The accompanying quotation/confirmation of sale (the “Sales Confirmation”) and these Terms (collectively, this “Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms. Notwithstanding anything to the contrary contained in this Agreement, Seller may, from time to time change the Services.
- Title and Risk of Loss: Title and risk of loss passes to Buyer upon delivery Buyer on the Sales Confirmation. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to and under the Goods, wherever located, and whether now existing orhereafter arising or acquired from time to time.
- Buyer’s Acts or Omissions: If Seller’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed inbreach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay. Seller shall use reasonable efforts to meet any performance dates to render the Services specified in the Sales Confirmation, and any such dates shall be estimates only. With respect to the Services, Buyer shall (a) cooperate with Seller in all matters relating to the Services and provide such access to Buyer’s premises, and such office accommodation and other facilities requested by Seller, for the purposes of performing the Services; (b) respond promptly to Seller’s requests to provide direction, information, approvals, authorizations, or decisions necessary for Seller to perform the Services; (c) provide such customer materials or information as Seller may request to carry out the Services ina timely manner; and (d) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
It is the customer's responsibility to verify that all of the information indicated in this contract is in agreement with that of the information shown on conceptual drawings prior to signing either of these documents. This includes, but not limited to: sizes, colors, verbiage, voltage, electronic message center specifications, etc.
Design drawings are "conceptual" only at this time. If a contract is accepted, "production ready" design drawings will be developed that may, or may not, alter the design elements and/or dimension for construction purposes.
Only "production ready" design drawings, not "conceptual", are to be distributed by customer to an subcontractors for their use in erection of any structures adjacent or integral to the signage.
If any portion of proposed signage cannot be installed at the time fabrication is complete, Elevated Identity, Inc. agrees to delay installation for a maximum of (30) days. After (30) days, the project will be invoiced, less installation costs. Customer will then notify Elevated Identity, Inc. when ready to receive installation, work will then be scheduled, performed, and invoiced separately from the previous fabrication invoice.
Omega Sign & Lighting, Inc. is not responsible for any landscaping restoration required due to installation vehicles or equipment.
Private utility location services by others.
- Price: Buyer shall purchase the Goods and Services from Seller at the price (the “Price”) set forth in the Purchase Order as confirmed by Seller. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and chargesof any kind imposed by any Governmental Authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes.
Any insurance required in addition to our standard insurance coverage will be added to the price of this quote at costs plus 10% and includes, but is not limited to, request for special endorsements, primary, non-contributory umbrella coverage, waiver of subrogation's, performance and payment bonds.
The customer agrees that in the event that the invoice is not paid in full within the payment terms, Omega Sign & Lighting, Inc. reverse the right to reme to signage in question.
Digital artwork is to be provided with order for custom logos, Any computer time by Omega Sign & Lighting, Inc. to "vectorize" art will be billed additional to this contract amount.
Landlord approval is by others.
If engineering and stamped drawings are required for any reasons, the costs associated with obtaining them is the customers responsibility and will be added to the costs of this contract.
Charges in excess of the original installation costs may be incurred if additional trips to the site are required for installation done in phases. Storage charges may be incurred if signage remains stored by Elevated Identity, Inc. for longer than a period of (30) days.
- Payment Terms: Buyer shall pay all invoiced amounts due to Seller within 30 days from the date of Seller’s invoice (the “Invoice") If you choose to make payment(s) by credit card, you agree to pay a 3.5% surcharge on the total amount of such payment(s). Buyer shall pay interest on all late payments at the lesser the total amount of such payment(s). Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shallbe entitled to suspend the delivery of any Goods or performance of any Services and stop Goods in transit if Buyer fails to pay any amounts when due hereunder. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller,
whether relating to Seller’s breach, bankruptcy or otherwise.
If down payment is required, production of the product will not begin until Omega Sign & Lighting Inc. has received a down payment from the customer.
Cost of electrical supply and/or connection not included in the proposal. All pricing is based on 120-volt primirar electric power unless otherwise specified. Photocell or timeclock not included in pricing. Any additional electrical work to be billed at time and material rates.
Proposal is contingent upon field survey to verify access for installation and future service of transformers, power supplies and wiring. Installation of letters is based on standard wall conditions and depths. Proposal is contingent upon field survey to verify access for installation vehicles and equipment.
Title to said sign shall not pass from Omega Sign & Lighting, Inc. to owner until all amounts due and payable have been paid. Owner expressly agrees to this.
- Cancelation expenses: 50% of the sale price if the work have not been started, and 90% if work has been started but not completed.
- Limited Warranty: All Seller warrants to Buyer that: (a) for a period which is stated on the proposal from the date of shipment of the Goods(“Warranty Period”), that such Goods will materially conform to any specifications set forth in the Sales Confirmation. Confirmation.(b) Seller warrants to Buyer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. (c)EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS (a) AND (b) SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THEGOODS OR SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY;(B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;(C) WARRANTY OF TITLE; OR (D)WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS ORIMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. (d) Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section (a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D)WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY;WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. (e) The Seller shall not be liable for a breach of the warranties set forth in Section (a) and Section (b) unless:(i) Buyer gives written notice of the defective Goods or Services, as the case may be, reasonably described, to Seller within 15 days of the time when Buyer discovers or ought to have discovered the detect; and (ii) Seller reasonably verifies Buyer's claim that the Goods or Services are defective. (f) The Seller shall not be liable for a breach of the warranty set forth in Section (a) or Section (b) if: (i) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (ii) Buyer alters or repairs such Goods without the prior written consent of Seller. (g) Subject to Section(e) and Section (f) above, with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion repair or replace such Goods (or the defective part). (h) Subject to Section (e) and Section (f) above, with respect to any Services subject to a claim under the warranty set forth in Section (b), Seller shall, in its sole discretion, repair or re-perform theapplicable Services. (i) THE REMEDIES SET FORTH IN SECTIONS 5(g) AND 5(h) SHALL BE THE BUYER'S SOLE ANDEXCLUSIVE REMEDY AND SELLER'S ENTIRE LIABILITY FOR ANY BREACH OF THE WARRANTIES SET FORTH IN THESE TERMS.
All signs manufactured by Omega Sign & Lighting, Inc. are guaranteed, for a period of 90-days from the date of installation, to be free of defects in materials and workmanship. Defective parts will be replaced, during the first 90 days, without charge for both labor and materials. Defective parts will be replaced, after 90 days up to 12-months, without charge for materials covered under manufacturer's warranty.
This warranty does not apply to labor incurred beyond 90 days after installation, to fluorescent lamps and incandescent bulbs, neon tubing, or damage resulted from accident, negligence, or misuse, including acts of God. Owner must carry own insurance.
Owner warrants that it owns, leases, or otherwise has legal authority to place sign upon the land so designated and that the owner has knowledge of the location of the property lines and that said sign site herein agreed upon is within property lines.
If surveys or land are required for any reason to determine property lines, setbacks, sign locations, or for any reason, said surveys will be provided by purchaser or owner as to property lines, easement lines, right of way lines, or any other, customer agrees to pay the additional expense.
- Limitation of Liability: IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR ANY CONSEQUENTIALM INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT(INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORSEEABLEAND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. (b) IN NOEVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHERARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS BUYER PAID TO SELLER FOR THE GOODS AND SERVICES SOLD HEREUNDER.
Guaranteed Excavation: Guaranteed Excavation and haul away shall consist of all exaction necessary to obtain the contracted depths and retain working conditions (water problems) necessary for completion of the sign installation when conditions are controllable by the contractor through methods generally accepted in the region by the industry, the contractor is not prevented from performing by governmental interventions, acts of God, abnormal liabilities, natural disasters, shortages, impossibility to do regional technology or owner interference. Underground obstructions, including water conditions, which requires forming or pumping, is not included within this contract and when these conditions exist on the signs site, the obstructions shall include but not be limited to gas lines, rocks, water lines, phone lines, and any solid material deposited by fill, or any abnormal foreign material, including excess water, in the excavation site.
- Waiver: No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Force Majeure: Except for Buyer’s obligation to pay Seller, neither party shall have liability from delay in performance caused by circumstances beyond its control, including but not limited to acts of God, fire, flood, ice storm, earthquake, explosion, war, government action, civil disturbance, labor trouble or shortage, strike, sabotage, epidemics, accident, or inability to obtain material, equipment or transportation, equipment malfunction or failure.
- Assignment: Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
- Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
- No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
- Governing Law: All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws ofthe State of Illinois without giving effect to any choice or conflict of law provision or rule.
- Submission to Jurisdiction: Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in thefederal courts of the United States of America or the courts of the State of Illinois in each case located in the County of DuPage, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall bein writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may bedesignated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and(b) if the party giving the Notice has complied with the requirements of this Section.
- Severability: If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, orunenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provisionin any other jurisdiction.
- Survival: Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction and Survival.
- Amendment and Modification: These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.
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.
- Title and Risk of Loss: Title and risk of loss passes to Buyer upon delivery Buyer on the Sales Confirmation. As collateral security
hereafter arising or acquired from time to time.
It is the customer's responsibility to verify that all of the information indicated in this contract is in agreement with that of the information shown on conceptual drawings prior to signing either of these documents. This includes, but not limited to: sizes, colors, verbiage, voltage, electronic message center specifications, etc.
Design drawings are "conceptual" only at this time. If a contract is accepted, "production ready" design drawings will be developed that may, or may not, alter the design elements and/or dimension for construction purposes.
Only "production ready" design drawings, not "conceptual", are to be distributed by customer to an subcontractors for their use in erection of any structures adjacent or integral to the signage.
If any portion of proposed signage cannot be installed at the time fabrication is complete, Elevated Identity, Inc. agrees to delay installation for a maximum of (30) days. After (30) days, the project will be invoiced, less installation costs. Customer will then notify Elevated Identity, Inc. when ready to receive installation, work will then be scheduled, performed, and invoiced separately from the previous fabrication invoice.
Omega Sign & Lighting, Inc. is not responsible for any landscaping restoration required due to installation vehicles or equipment.
Private utility location services by others.
Any insurance required in addition to our standard insurance coverage will be added to the price of this quote at costs plus 10% and includes, but is not limited to, request for special endorsements, primary, non-contributory umbrella coverage, waiver of subrogation's, performance and payment bonds.
The customer agrees that in the event that the invoice is not paid in full within the payment terms, Omega Sign & Lighting, Inc. reverse the right to reme to signage in question.
Digital artwork is to be provided with order for custom logos, Any computer time by Omega Sign & Lighting, Inc. to "vectorize" art will be billed additional to this contract amount.
Landlord approval is by others.
If engineering and stamped drawings are required for any reasons, the costs associated with obtaining them is the customers responsibility and will be added to the costs of this contract.
Charges in excess of the original installation costs may be incurred if additional trips to the site are required for installation done in phases. Storage charges may be incurred if signage remains stored by Elevated Identity, Inc. for longer than a period of (30) days.
If down payment is required, production of the product will not begin until Omega Sign & Lighting Inc. has received a down payment from the customer.
Cost of electrical supply and/or connection not included in the proposal. All pricing is based on 120-volt primirar electric power unless otherwise specified. Photocell or timeclock not included in pricing. Any additional electrical work to be billed at time and material rates.
Proposal is contingent upon field survey to verify access for installation and future service of transformers, power supplies and wiring. Installation of letters is based on standard wall conditions and depths. Proposal is contingent upon field survey to verify access for installation vehicles and equipment.
Title to said sign shall not pass from Omega Sign & Lighting, Inc. to owner until all amounts due and payable have been paid. Owner expressly agrees to this.
- Cancelation expenses: 50% of the sale price if the work have not been started, and 90% if work has been started but not completed.
All signs manufactured by Omega Sign & Lighting, Inc. are guaranteed, for a period of 90-days from the date of installation, to be free of defects in materials and workmanship. Defective parts will be replaced, during the first 90 days, without charge for both labor and materials. Defective parts will be replaced, after 90 days up to 12-months, without charge for materials covered under manufacturer's warranty.
This warranty does not apply to labor incurred beyond 90 days after installation, to fluorescent lamps and incandescent bulbs, neon tubing, or damage resulted from accident, negligence, or misuse, including acts of God. Owner must carry own insurance.
Owner warrants that it owns, leases, or otherwise has legal authority to place sign upon the land so designated and that the owner has knowledge of the location of the property lines and that said sign site herein agreed upon is within property lines.
If surveys or land are required for any reason to determine property lines, setbacks, sign locations, or for any reason, said surveys will be provided by purchaser or owner as to property lines, easement lines, right of way lines, or any other, customer agrees to pay the additional expense.
Guaranteed Excavation: Guaranteed Excavation and haul away shall consist of all exaction necessary to obtain the contracted depths and retain working conditions (water problems) necessary for completion of the sign installation when conditions are controllable by the contractor through methods generally accepted in the region by the industry, the contractor is not prevented from performing by governmental interventions, acts of God, abnormal liabilities, natural disasters, shortages, impossibility to do regional technology or owner interference. Underground obstructions, including water conditions, which requires forming or pumping, is not included within this contract and when these conditions exist on the signs site, the obstructions shall include but not be limited to gas lines, rocks, water lines, phone lines, and any solid material deposited by fill, or any abnormal foreign material, including excess water, in the excavation site.
- No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
in any other jurisdiction.