Terms & Conditions of Sale

Banner deSign
PUBLISHED TERMS AND CONDITIONS OF SALE

 WARRANTY:  All transactions carry a 90-day warranty on fabricated parts and labor, except for third party manufactured components and lamps & neon. (transfer of warranty to paid title holder) The display is warranted to be free from functional defects in materials and workmanship at the time of original delivery.  The foregoing warranties shall not apply if the equipment has been repaired, other than by Banner deSign or a service facility designated Banner deSign, or altered by anyone other than Banner deSign, or if the equipment has been subject to abuse, misuse, negligence, accident, vandalism, or natural disasters beyond Banner deSign’s reasonable control.  Banner deSign shall not be liable for any damages or losses other than the replacement of such defective work or material.  Whenever there are any circumstances on which a claim might be based, Banner deSign must be informed immediately (2 business days) or the provisions of this warranty may be voided. OTHER THAN AS EXPRESSLY SET FORTH ABOVE, Banner deSign MAKES NO WARRANTIES REGARDING ANY OF THE SERVICES OR ITEMS COVERED BY ANY AGREEMENT (INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE), EITHER EXPRESSED OR IMPLIED.

Damaged or loss of property will be the Buyer’s responsibility.

TITLE:  Title to all materials and property in all transactions shall remain the property of the Banner deSign and shall not be deemed to constitute a part of the realty to which it may be attached until the purchase price is paid full.  Banner deSign is given an express security interest in said material and property both erected and unerected notwithstanding the manner in which such personal property shall be annexed or attached to the realty.  In the event of default by Buyer, including, but not limited to, payment of any amounts due and payable, Banner deSign may at once (and without process of law) take possession of and remove, as and when it sees fit and wherever found, all materials used or intended for use in this construction of said equipment and any and all property called for any transaction without being deemed guilty trespass.

DAMAGE:  Should any loss, damage or injury result to said display, from any cause whatsoever, while in possession of Buyer or his agents, such loss, damage or injury shall not relieve the Buyer from the obligation to pay for the same in any transaction.

DEFAULT: Banner deSign and Buyer mutually recognize that Display is not an article of general trade or utility but is designed and is to be constructed, installed and maintained at the request and for the special distinctive use and purpose of Buyer, that Display is of no value to Banner deSign except as so used, and that is a material consideration to Banner deSign.  If during the terms of a transaction bankruptcy, reorganization or insolvency proceedings are commenced by or against Buyer, or if Buyer makes an assignment for the benefit of creditors, or if Buyer discontinues business in the premises where Display is located, Banner deSign may at his option declare the entire unpaid balance immediately due and payable.  In the event Banner deSign may employ an attorney to recover Display or collect any sums due under this Agreement, Buyer agrees to pay in addition to all sums found due from Banner deSign, a reasonable attorney’s fee, and all cost of suit, 28% in collections costs and all other expenses incurred in enforcing this terms & conditions of transactions.  All over due payments under any transaction which are in arrears more that ten days following due date under (b) herein, shall bear interest at the rate of 2% per month, 24% per annum provided that such delinquent charges shall be at least $1 per month. Banner deSign shall have the right to transfer any or all notes held and title and right of possession will pass to the legal holder.  All liens will have 2% per month charges added to the lien updated as Banner deSign sees necessary.

AUTHORITY OF AGENT: It is understood and agreed that this all transactions contains interest contract between all parties thereto, and it is understood that no representative of Banner deSign has any power to change, modify or make any other terms or representations whatsoever than those herein stated, and that the representations not herein set our are deemed waived.  All transactions shall not be considered as executed until approved in writing by Buyer or his/her agent and approval by an officer of Banner deSign.  All approvals must be personally guaranteed by the Buyer.  The personal guarantee may be waived at the discretion of Banner deSign in writing.

DELIVERY:  The construction and installation of the display as set forth herein shall be subject to delay by strikes, fires, unforeseen commercial delays or acts of God, or regulations or restrictions of the government or public authorities or other accidental forces, conditions or circumstances beyond the control of Banner deSign. Any part of any transaction maybe subcontracted as long as the subcontract is in accordance with the processes of our quality manual or approved by our executive team.  

INSPECTION:  Buyer shall inspect the display immediately upon installation, and shall notify Banner deSign in writing of any defects or variances therein. If not signed at installation. In the absence of such written notification within 24 hours, the display will be deemed approved by the Buyer.  In the absence of any such written notification within two (2) days after installation, the display shall be deemed in all respects approved and satisfactory to Buyer.

PERMITS AND LICENSES: It is the responsibility of the Buyer in obtaining all original permits and licenses from public authorities for the installation of the display.  Buyer shall obtain the necessary permits from the owner of the premises and others, exclusive of public authorities, whose permission is requested for installation of the display and shall be responsible that such permission shall not be revoked.  Revocation of any permit required for installation and maintenance of display shall not relieve buyer from the payment of all sums due in accordance with the terms of this agreement.  Buyer agrees to obtain all necessary permission for use of all registered trademarks or copyrights used on the display, and agrees to indemnify Banner deSign against any claims in connection therewith. If permit & licensing is provided by the Seller it will be indicated in writing.  Minimum fees for UCC filings are $250.00.  Municipal fees are cost plus 15%.

SERVICE WIRING: COST OF ELECTRICITY: REINFORCEMENT OF BUILDING: PHYSICAL CONDITIONS: Buyer shall bring feed wires of suitable capacity and approved type to the location of Display prior to installation of Display, and shall pay for all electrical energy used by Display and shall be responsible for the supply thereof.  Unless specifically stated in writing to the contrary, Buyer shall provide all necessary reinforcements to the building on which Display is installed.  Buyer shall pay for costs that installation will involve normal access, soil, and wall conditions.  In the event of sub surface obstacles or obstructions in or behind walls the parties agree to adjust the extra installation price as Banner deSign sees fit.

ASSIGNMENT:  All of the terms and conditions hereof shall be binding upon successors, heirs, assignees, and legal representatives of the parties, no assignment of any interest or obligations hereunder shall be made by the Buyer without written consent of the Banner deSign.

ILLEGAL PROVISIONS: In the event that any provisions of the Terms & Conditions of  Banner deSign are finally held or determined to be illegal or void as being in contravention of any laws, rulings or regulations of any Governmental authority or agency having jurisdiction of the matter, the remainder of the agreement shall remain in full force.

GOVERNING LAW: It is agreed that this contract shall be construed according to the laws of the state of New Jersey.

REMOVAL OF DISPLAY: The display shall at all times be deemed personal property, and shall by reason of attachment or connection to any realty, become or deemed a fixture or appurtenance to such realty and shall be and remain at all times the property of the Banner design, who shall have the right to enter the premises to inspect, repair, or remove, same, until such time all monies due under this agreement are paid to Banner deSign or at it’s option Banner deSign may place a mechanics lien the property. This document is also an intent to lien notice if the Buyer does not fulfill it’s transaction requirements.

TAXES: In addition to the price, Buyer shall be responsible for and shall pay when due all taxes or fees imposed by any governmental unit on items or services to be furnished by Buyer.

CANCELLATION AND RESCHEDULE CHARGES: All transactions are for custom fabricated items and materials and/or unique services and may not be cancelled by the Buyer. In the event Buyer does cancel the transaction the Buyer is liable for the full amount of the contract and all of the outline collection terms.  In the event Buyer requests a delay in shipment of completed products or of installation if performed by Banner deSign, Buyer shall pay Banner deSign the contract price as if transacted items were delivered and installed. Buyer agrees to pay Banner deSign reasonable storage fees to be invoiced weekly.  Minimum of $10.00 per day.

LIABILITY: Banner deSign expressly disclaims any responsibility or liability for errors or ambiguities in plans, designs, specifications or drawings furnished to Banner deSign by Buyer or its agents (including its engineers or architects) or defects, damages or injuries caused thereby.

The limitations contained in the WARRANTY Section of this document, Banner deSign's liability will apply regardless of the form of action, whether in contract or tort, including negligence.  Any action against Banner deSign arising out of or relating to the transaction covered by any transaction must be brought within ninety (90) days after the cause of action accrues.

LIMITATION OF LIABILITY: Notwithstanding anything to the contrary contained herein, Banner deSign 's liability under any transaction, or otherwise arising out of or relating to the transaction covered by this any of our Agreements, shall not exceed the amount Buyer actually paid Banner deSign pursuant to this Agreement.

IN NO EVENT SHALL Banner deSign BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF ANY ITEM OR SERVICES FURNISHED PURSUANT TO THIS AGREEMENT.  

TIME OF PERFORMANCE:  Banner deSign shall not be liable for any delay in the performance of its obligations under any Agreement, which is caused by circumstances beyond its reasonable control.  If completion of manufacturing is delayed beyond the delivery date for reasons beyond Banner deSign's reasonable control, Banner deSign may invoice Buyer, prior to delivery for the portion of the work completed.  As a condition of any Agreement, performance of this and all other acts required to be performed by Banner deSign tinder the terms and conditions of any Agreement shall be subject to delay by strikes, breakage, fires, unforeseen commercial delays, governmental restrictions, acts of God, or other casualties or events. Beyond control of Banner deSign.

GENERAL PROVISIONS: Any transaction is effective only if and from the date it is accepted by an officer of Banner deSign and constitutes the entire transaction between the parties with respect to the subject matter hereof.  The terms and conditions shall prevail, notwithstanding any other terms and conditions in any order submitted by Buyer.  Terms and conditions of any transaction document may not be altered or modified, except by a writing executed by a duly authorized officer of Banner deSign. All monetary changes will be priced and not at a cost plus basis.  Payroll records are not part of any transaction and will not have a bearing on price or changes.  Any and all other transaction agreements are superseded by this terms and conditions of sale document. 

     All rights and remedies conferred under any transaction document or by law shall be cumulative and may be exercised singly or concurrently.  Failure by Banner deSign to enforce any Agreement or any term thereof shall not be deemed a waiver of future enforcement of that or any other term.  All provisions of any Agreement are declared to be sever able.  Any transaction shall be governed by the Uniform Commercial Code and applicable laws of the State Of New Jersey, USA.

TOLERANCES:  Banner deSign has a tolerances that are acceptable as per our quality manual and industry standards.

COLOR: PMS Colors Within a 7% Tolerance Paint Coated, 5% Ink Coated, 11% CYMK Printing.
FILM
: .060”
METAL
: .125” Display .003” Engineered Parts
WOOD
: .125” Display .003” Engineered Parts
PLASTIC
: .125” Display .003” Engineered Parts
GLASS:
.125” Display .003” Engineered Parts
FIELD CONSTRUCTION
: .125 per 10’-0”

DESIGN:

ARTWORK:  1) If hard copy scanned and cleaned by human match. 2) If electronic as per disk. 3) Copyright liability is the Buyers responsibility. 4) Banner deSign has the right to refuse any and all art work if it will fall to meet the desired design intent. 5) If Banner deSign provides copyrighted designs as part of a quotation or presentation and the design intent is copied and used by another firm one third of the transaction cost will be paid to Banner deSign.

DRAWINGS: 1) Plans, designs, submitted details or any scope of work documents are considered true unless field verification is part of our transaction. 2) Our drawings are the final control document for all transactions. 3) Any sealed or specialty drawings or samples required for the transaction (third party ie landlord, municipality etc.)  will be billed additional.

MANUFACTURING:

PURCHASES: Upon approval of any transaction it will be assumed that Banner deSign will either purchase or assign inventory for the transaction.

PRODUCTION: 1) Internal changes maybe made to the design in order to facilitate field conditions, vendor material changes or improved engineering for a successful transaction completion. 2) Any material supplied by others is at risk for production and will never be valued at more than 20% of the transaction total unless otherwise stated in writing. 3) All large production runs over 100 identical units have a 7% +/- over or under run.

INSTALLATION:

1) All field installation is assumed to be open shop with no union affiliation. (If union field labor is required it must be indicated in writing and will change the cost of the transaction) 2) Any unforeseen conditions will subject a Change in pricing to the original transaction.  ( ie. Rocky Soil, Hidden Steel etc.) 3) All necessary building repairs will be the Buyers responsibility unless stated in writing. 4) All private utility must be identified by the Buyer, underground, overhead or otherwise.  5) Any private utility damage will be the liability of the Buyer.  6) Banner deSign will take great care to work around all utility conditions. 7) Buyer agrees that all transactions are priced during regular business hours 8am-6pm Monday-Friday excluding all holidays and weekends. 8) All field conditions will be ready to accept our work at the time of scheduling, if the installation area is not able to accept the contracted parts additional billing will be added to the original transaction. 9) The Buyer must provide clear access during the installation.  

FREIGHT:

1) If the transaction requires freight or shipping Banner deSign will handle, package and ship FOB Hillside, New Jersey, USA.  2) Any of the above services will be billable and subject to all of our terms and conditions of sale.  3) Freight via LTL, truck or any method will have a 35% minimum mark-up plus billing for handling. 


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