Terms & Conditions

Contrary Terms Rejected:

No acceptance which varies the terms of this proposal or proposes additional terms is effective. Any variance is rejected, unless expressly approved by SkyRite in writing.

Parties:

"SkyRite" when used herein means Signs of Change, LLC, DBA Skyrite. "Customer" when used herein means the person or entity to whom goods or services were sold or delivered.

Payment: 

Customer shall pay the full amount of the invoice(s) for the goods or services, plus tax when due at SkyRite’s address on the front page of this Agreement. Unless otherwise agreed in writing, terms are all taxes due plus 50% of goods and services are due upon acceptance of this proposal. The remaining 50% of goods and services NET 15. Interest at the rate of 18% per annum, or the maximum allowed by law, may be charged on past due unpaid amounts. Customer shall pay all taxes resulting from transactions, such as occupation, property, excise, sales or use tax. Customer shall pay all costs of collection incurred by SkyRite, including attorney's fees, costs and expenses.

Title: 

SkyRite retains title to delivered goods until such time as payment is made in full by Customer. The parties expressly agree that the signing of this  Agreement, constitutes a security agreement as contemplated by Article 9 of the Uniform Commercial Code and ensures SkyRite’s title of delivered goods. Said security agreement shall continue until Seller receives full payment for delivered goods secured hereby. At all times prior to payments being made and all of the conditions herein contained being fully satisfied by Customer, the goods shall be deemed personal property, and shall not, by reason of attachment or connection to any realty, become or be deemed a fixture or appurtenance to such realty but shall at all times be severable therefrom.

Installation:

Customer shall be solely responsible to pay for, install, and provide all utilities to be used by the goods. Customer shall be responsible for any necessary building reinforcement, relocation of utility lines, other obstacles to installation, electrical service, switches, timers and GFI transformers. Customer shall be responsible for any additional installation costs, including labor and material, incurred by SkyRite caused by such conditions as water, adverse soil conditions, underground obstructions, or other obstructions. Any costs pertaining to staging, rigging, and/or rental equipment associated with multiple story building installations shall be additional costs to be paid by Customer. The Customer agrees to accept responsibility for insuring structures, building and property conform to all requirements of land-lord, city planning & zoning departments and other governing and permitting agencies as it applies to this contract. The Customer further agrees to accept responsibility for the placement of the sign(s). SkyRite relies entirely on Customer's instructions concerning placement and Customer's representations concerning the location of the easement, right-of-ways, set-backs and other similar restricted areas.

Engineering Approval and Permits: 

Customer shall be responsible for securing all necessary approval for installation, use, and existence of goods on the applicable premises. The prices for goods and services do not include the cost of permits. Cost to obtain permits, or the cost of variance appeals required to obtain permits, if incurred by SkyRite, will be invoiced to and shall be paid by Customer. SkyRite may obtain (as Customer’s agent where necessary) permits and licenses from public authorities for the initial installation of goods. SkyRite shall not be obligated to commence construction of goods until public permits have

been issued. If such permits are denied, after every reasonable effort by SkyRite and Customer to secure same, then this Agreement shall terminate without liability to either party except that Customer shall pay SkyRite for all manufacturing costs and other costs of performing this Agreement theretofore incurred by SkyRite.

Price Increases and Delay:

Any date of completion or delivery is an estimate. SkyRite and its agents shall commence fabrication of the goods promptly following receipt of all  necessary payments, permits, licenses, and approvals. Goods to be installed shall be installed as soon as reasonably practical after fabrication. If for any reason, other than fault or neglect of SkyRite, fabrication has not commenced within 45 days from date of SkyRite’s acceptance of this Agreement, or if delivery, tender, or installation, of goods shall be delayed, deferred, or postponed for any reason, other than fault or neglect of SkyRite or its agents, beyond 90 days from date of such acceptance, then, in such event, the purchase price and installation price, are subject to increase as determined by SkyRite. If, after fabrication of goods is commenced, Customer requests that SkyRite cease or delay fabrication, or if Customer is in default under this Agreement, then Customer, in addition to all other obligations under this Agreement shall be responsible for all SkyRite’s additional costs and expenses incurred. Any cessation or delay shall not relieve Customer of any of it’s obligations under this Agreement.

Warranty: 

SkyRite warrants its services and goods of its manufacture for a period of twelve (12) months, from the date of delivery of a good or service, against defects in material or workmanship. The obligation of SkyRite and Customer's sole and exclusive remedy hereunder shall be limited at SkyRite's sole option to the following: (a) To replace or repair any goods or services, which are determined by SkyRite to be defective during the warranty period. SkyRite's obligation to repair or replace constitutes agreed and liquidated damages for any breach of SkyRite's warranty; or, (b) Should the goods or services be determined by SkyRite to be so defective as to preclude the remedy of warranted defects by replacement or repair, Customer's sole and exclusive remedy shall then be a refund of the purchase price, less a reasonable charge for any utilization by Customer. THE LIMITED EXPRESS WARRANTY SET FORTH HEREIN, AND THE STATED REMEDIES FOR BREACH THEREOF, SHALL BE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES FOR MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND IN LIEU OF LIABILITY FOR SELLER'S NEGLIGENCE OR FAULT. The alternation, modification, unauthorized repair, neglect, misuse, or damage from vandalism, acts of God including, but not limited to, fire,

wind, hail, and lightning, WAIVES AND EXCLUDES ALL WARRANTIES AND OBLIGATIONS OF SKYRITE, including the limited express warranty set forth herein. Notice of defective goods or services must be given in writing to SkyRite. Customer must keep the goods in unaltered condition for examination by SkyRite. All warranty claims must be made within ten (10) days after discovery, or after such claims should have been discovered, or else be barred from any remedy. Any suit for claims arising out of or related to any goods or services must be brought not later than one (1) year after the date the goods or services are delivered to Customer or the agent of Customer. SkyRite does not warrant fluorescent, HID lamps, incandescent bulbs, and Electronic Information Displays, including, electronic message centers and time and temperature units. Such goods are sold AS IS, WHERE IS. Any applicable warranties for EID, fluorescent, HID, are provided by original manufacturer.

Limitation of Damages: 

In no event shall SkyRite be liable for any special, consequential or incidental damages, whether or not said damages are caused, in whole or in part, by any delay, failure, nonperformance, or negligence of SkyRite or any of its agents, or the breach by SkyRite of any terms or conditions contained herein or made part of this Agreement.

Indemnity:

 CUSTOMER AGREES TO INDEMNIFY, DEFEND, AND HOLD SKYRITE HARMLESS FROM AND AGAINST ANY AND ALL LOSS, DAMAGE, SUITS, CIVIL AND OTHER LIABILITY AND EXPENSES

(INCLUDING, BUT NOT LIMITED TO REASONABLE INVESTIGATION AND LEGAL EXPENSES) ARISING OUT OF ANY CLAIM FOR LOSS OF OR DAMAGE TO PROPERTY, PROPERTY, INJURIES TO OR DEATH OF PERSONS, INCLUDING CUSTOMER'S OR SKYRITE'S EMPLOYEES, AND VIOLATION OF ANY LAW OR REGULATION CAUSED BY, ARISING OUT OF, OR RESULTING FROM CUSTOMER’S OBLIGATIONS UNDER THIS AGREEMENT.

Governing Law: 

This Agreement shall be deemed to have been made and entered into in Amarillo, Texas. All disputes arising out of related to this Agreement shall be resolved in courts of Potter County, Texas, to the exclusion of any other court. All transactions shall be governed by and construed in accordance with the laws of the State of Texas, regardless of any conflict of laws.

Force Majeure: 

SkyRite may, without liability, delay performance or cancel this Contract on account of force majeure events or other circumstances beyond its control, including, but not limited to, strikes, acts of God, political unrest, embargo, failure of source of supply, or casualty or changes in regulatory guidance.

Entire Contract: 

This Agreement contains the entire agreement between the Parties relating to the transactions contemplated hereby. All prior and contemporaneous agreements, understandings, representations, and statements, whether written or oral, are merged herein and superseded hereby. Any modification to this Agreement must be in writing and executed by the Parties hereto. This Agreement is binding upon the parties and their respective heirs, executors, administrators, successors and assigns.