The Signwalkers LLC (“Signwalkers”) General Terms and Conditions of Sale and Services
THE TERMS AND CONDITIONS OF SALE AND SERVICES (“Terms and Conditions”) ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS IN ANY FORMS DELIVERED BY CUSTOMER ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.
BY ACCEPTING DELIVERY OF THE PRODUCTS AND SERVICES DESCRIBED IN SIGNWALKERS INVOICE OR OTHER SIGNWALKERS DOCUMENTATION, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS.
These Terms and Conditions constitute a binding contract between you (“Customer”) and Signwalkers. Customer accepts these Terms and Conditions by making a purchase. These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions at the time Customer initially places or modifies an order will govern the order in question.
These Terms and Conditions constitute the entire agreement between Customer and Signwalkers relating to the terms and conditions related to products and services purchased by Customer from Signwalkers. Customer consents to receiving electronic record, which may be provided via a Web browser or e-mail application connected to the Internet.
Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. Customer agrees that the Terms and Conditions contained herein and in Signwalkers invoice or other documentation will control. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order or invoice related thereto.
Title and Risk of Loss. The Title to products and risk of loss or damage during shipment passes from Signwalkers to Customer upon receipt by Customer. Customer will be responsible for all shipping and related charges.
Warranties. SIGNWALKERS HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, RELATING TO PRODUCTS PROCURED ACCORDING TO CUSTOMERS SPECIFICATIONS, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NONINFRINGEMENT.
Limitation of Liability. SIGNWALKERS WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTIES. SIGNWALKERS WILL NOT BE LIABLE FOR PRODUCTS AND SERVICES NOT BEING AVAILABLE FOR USE DUE TO MATTERS OF FORCE MAJUERE OR OTHER MATTERS OUTSIDE OF SIGNWALKERS CONTROL.
Signwalkers will not be responsible for any delays in delivery which result from any circumstances beyond its control, including without limitation, carrier delays, delays due to fire, severe weather conditions, failure of power, labor problems, acts of war, terrorism, general insurrection, acts of God or acts of any government or agency.
Services. Signwalkers shall schedule the commencement of services within eight (8) business days after Customer’s final sign design approval. Should Customer’s campaign be delayed for reasons within Signwalkers control, Signwalkers agrees to fulfill the services within thirty (30) days of the original campaign start date. No refund of any kind shall be issued to Customer.
Customer logos must be sent to Signwalkers in EPS or another vectored format. Depending on the complexity of the sign or layover, production may take up to forty-eight (48) hours.
Performance Guarantee, Minimum hours, Conversion fee.
(a). If customer is dissatisfied with any Worker for any reason, customer may inform The Signwalkers within the performance guarantee timeframe indicated below (“Guarantee“). Customer will not be billed for that Worker and Supplier will provide a replacement within reasonable amount of time. Customer agrees to a daily minimum charge. If customer fails to cancel any order more than two (2) hours prior the assignment start time, customer will pay a minimum billing amount for each worker.
(b). Customer shall not subcontract or assign Workers to any other third party employee leasing or temporary services company or hire them on their own. If customer hires a Worker without prior written notification to The Signwalkers or causes a worker to terminate employment with The Signwalkers and commence work for another employer or competing with The Signwalkers within thirty (30) days of assignment or referral, Customer shall pay a fee of $5,000 in addition to any conversion fee.
|Employee Type||Performance Guarantee||Minimum Order||Conversion Fee|
|Signwalker||1 hour||4 hours||0-260 hours worked: $2,000|
261-520 hours worked: $1,000
521+ hours worked: $200
Shipping. If standard shipping is selected at the time of purchase, the signs will be sent Federal Express Ground. Please alert your Signwalkers representative if you wish to purchase expedited shipping.
Subcontracting. Signwalkers may subcontract its obligations to provide products or services to any third party.
Pricing. All pricing is subject to change. All prices are quoted less any taxes or shipping charges, which are the responsibility of Customer. Additional data charges may apply for usage of tracking devices by Customer outside the agreed upon service times. All sign and layover purchases include one (1) design meeting and a maximum of two (2) free revisions. Customer may request subsequent sign and/or layover revisions for an additional fee.
Signwalkers reserves the right to make adjustments to pricing, products and service offerings for reasons including, but not limited to, changing market conditions and errors in advertisements.
Billing and Payment. Upon commencement of services, Signwalkers shall invoice Customer weekly for all product and services. Signwalkers’ invoices to Customer shall be due and payable in full upon Customer’s receipt of the invoice. An invoice is deemed received on the same day that it is emailed or faxed, one day after it is given to an overnight carrier for overnight delivery, postage paid, and three (3) days after it is mailed by U.S. mail, postage paid. Customer
If Customer disputes any portion of an invoice, Customer agrees to pay the undisputed portion of the invoice and to submit a written claim within seven (7) calendar days of receipt of the invoice documenting the reasons the remaining amount is disputed. After receipt of such claim, Signwalkers will undertake an investigation of the disputed charges, and both Customer and Signwalkers agree to make a best efforts attempt to resolve the dispute. Any failure by Customer to submit a written dispute of charges within seven (7) calendar days of invoice receipt shall be deemed final and binding agreement with all charges on the invoice.
Customer agrees to pay to Signwalkers a finance charge of 1.5% per month on balances for which payment has not been received within thirty (30) calendar days of the invoice receipt date, excluding balances for which Customer has submitted a written dispute in good faith. Customer is liable to Signwalkers for all reasonable fees and expenses, including reasonable attorney’s fees, collection agency fees, and other costs that Signwalkers may incur to collect charges rightfully invoiced to Customer by Signwalkers.
All Customer invoices will include taxes where applicable.
Cancellations. All sales are immediately binding and final and may not be cancelled prior to the scheduled services end date. Customer may cancel Signwalkers services by providing notice of cancellation to firstname.lastname@example.org ten (10) business days prior to the next service shift.
Trademark Usage. Customer hereby agrees that Signwalkers may reference Customer and Customer’s use of the products and services in private customer and prospect communications, and on Signwalkers website. Customer also agrees that Signwalkers may reference Customer and Customer’s use of the products and services in marketing and public relations materials. Customer hereby grants Signwalkers a nonexclusive, worldwide license, to use and display Customer’s trademarks, trade names and logos in connection with the foregoing uses.
Uniform. Signwalkers will make commercially reasonable efforts to have its staff dress in the Customer requested uniform color and style for each specific campaign. In certain circumstances conditions outside of Signwalkers control, i.e. severe weather, may prevent Signwalkers staff from adhering to the agreed upon uniform color or style. While Signwalkers makes every effort to adhere to the requested uniform, the comfort and safety of Signwalkers staff is of foremost importance. As such, failure of Signwalkers staff to observe the Customer requested uniform due to conditions outside of Signwalkers control does not constitute a breach of the terms and conditions set forth herein.
Governing Law. THESE TERMS AND CONDITIONS OF SALE AND ANY SALE HEREUNDER WILL BE GOVERNED BY THE LAWS OF THE STATE OF WASHINGTON, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. ANY ARBITRATION, ENFORCEMENT OF ANY ARBITRATION OR LITIGATION WILL BE BROUGHT IN KING COUNTY, WASHINGTON AND CUSTOMER CONSENTS AND SUBMITS TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN KING COUNTY, WASHINGTON AND THEREFORE WAIVES THE RIGHT TO CHANGE VENUE.
Force Majeure. Neither Signwalkers nor Customer shall be considered in default or liable for or held responsible for any hindrance, delay or failure in performance hereunder caused in whole or in part by any circumstances beyond its reasonable control, including, without limitation, fires, strikes, floods, unusually severe weather conditions, embargoes, labor disputes, court order, acts or threatened acts of terrorism or sabotage, war, quarantine restrictions, insurrection, riots, accidents, delays of carriers or suppliers, loss of supply or market, delays associated with the delivery, implementation or performance of third parties or their vendors not under the direct or indirect control of the non-performing party, equipment failure, voluntary or mandatory compliance with any governmental act, regulation or request, acts of God or by public enemy, network outages, or transportation delays, provided the non-performing party notifies the other party within fifteen (15) calendar days of the occurrence and includes the anticipated date, which shall be a good faith estimate only, by which the non-performing party believes it will be able to perform, and provided further that the non-performing party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance hereunder with commercially reasonable dispatch when such causes are removed. The occurrence of a force majeure event will not relieve Customer from any payment obligations so long as Customer has an operating business facility with the capability to cause payment to occur.
Payment Options. Payment by an American Express, MasterCard or Visa or credit card is accepted with a 2% surcharge. If you prefer to pay by check, call Signwalkers to process your order and direct your payment. Please allow 10 business days for company and personal checks to clear. A $20.00 administration fee will be charged on all returned checks.