Standard Terms and Conditions

1. Universal Signs & Accessories (USA) assigns to buyer any manufacturer’s warranty.  USA is not responsible for improper installation, improper operation or improper maintenance of its products, unless specifically stated on the USA quote.  Other than the assignment of the manufacturer’s warranty, USA makes no warranty, expressed or implied, as to any matter whatsoever, including but not limited to, any warranty of merchantability or fitness for a particular purpose.  Buyer’s exclusive remedy for failure of the product to meet the manufacturer’s warranty or any other non-conformity or defect whatsoever, is limited to the return of the product and repayment of the price or repair and/or replacement of the non-conforming product: incidental, consequential, special or punitive damages are excluded. Buyer shall defend and indemnify USA against any claim including costs and attorney fees arising out of buyer’s use of the product.  No claim may be maintained after one year from the accrual of the cause of action.

2. If any product fails to comply with the manufacturer’s warranty, USA shall immediately be notified, and the product shall be returned to USA or to the manufacturer within 30 days. Transportation charges on the returned product shall be prepaid by the buyer and USA will credit the buyer any transportation charge involved with the returned products.

3. The correction of any defect by repair or replacement shall constitute a complete fulfillment of all obligations to the buyer.  USA will not accept any charges associated with or resulting from the use or replacement of apparatus claimed defective; nor will it pay any charges involved by the removal or replacement of such equipment.

4. Any claims for shortages or damages must be documented by specifying the shortage or other damage in writing on the transportation company’s Bill of Lading at the time of delivery and in no cases later than 30 days after receipt of order.  To file a claim for concealed loss or damage, the outer container must NOT show any visible evidence of such damage and must be returned to substantiate the claim.  The allowable length of time to report such a claim is 30 days.

5. Buyer shall exercise due diligence by promptly inspecting the product immediately upon delivery.  Prompt inspection and prompt reporting to USA of any problems are the duties of the buyer.  The buyer is never empowered to take corrective steps without first reporting the problem to USA.  Hence, “charge backs” are not allowed unless authorized in writing by a USA representative.  If a date, period, or time for delivery of the Goods is set forth in the Proposal, it is an estimate only and is subject to and conditioned upon the date of Customer’s acceptance without exception of the Proposal, timely receipt by USA of Customer’s deliverables.

6. Payment, from customers with established credit, is due within 30 days from the date of an invoice unless otherwise authorized in writing by a USA representative.  Buyer shall pay USA interest of eighteen percent per annum on the unpaid balance after the date due.  If buyer fails to pay an invoice when due or if buyer defaults, breaches or repudiates any agreement with USA, or if buyer shall become insolvent, make an assignment for the benefit of creditors, or becomes the subject of a bankruptcy, receivership or any other insolvency proceeding, USA may (a) cancel this and/or any other agreement with buyer, and buyer shall promptly return the purchased products to USA (or USA may reposes without civil process) whereupon USA shall return any portion of the purchase price previously paid less up to 25% of the purchase price for a re-stocking fee or (b) declare buyer’s outstanding orders and invoices immediately due and payable and postpone delivery of USA products until all purchases are prepaid in full.  At all times, USA may invoke the remedies above if USA has reason to believe buyer may be unable to perform its obligations.  In addition, USA maintains the right to pursue any and all available legal remedies.

7. Buyer grants a purchase money security interest to USA in all products purchased by buyer and all tangible personal property owned by the buyer and in all of buyer’s deposit accounts and accounts receivable; buyer authorizes USA to perfect its security interest.

8. As a service to USA customers, USA frequently furnishes customers with engineering data, wiring diagrams recommendations, etc.  Ordinarily, no charge is made for this service and every reasonable effort is made to avoid errors.  Nevertheless, errors may occasionally occur and, in consideration of the fact that USA makes no charge for this service, buyer agrees that USA assumes no responsibility for the completeness or accuracy of such information or data and accordingly releases USA from liability.  Buyer stipulates that the economic loss doctrine applies to all contracts between buyer and USA, and buyer waives all tort claims against USA.  Unless authorized in writing by a USA employee, buyer is not entitled to liquidated or late payment penalties for any failure by USA to deliver purchased products on time.

9. USA shall be bound exclusively and solely by these terms and conditions (“Terms of Sale”).  The Terms of Sale hereby expressly limits Customer’s acceptance to the terms, conditions, or instructions stated in the quotation or purchase order acknowledgement (together, the “Proposal”), and any additional or differing terms, conditions, or instructions proposed in Customer’s acceptance, acknowledgement, confirmation, sales or purchase order are hereby rejected unless expressly assented to in writing by USA.  No contract shall be formed except upon the terms and conditions of the Proposal and only after approval by the Seller’s credit department.  Acceptance of the Proposal is limited to its terms.  Customer’s acceptance will be operative but only in accordance herewith.  No terms or conditions embodied in any prime or other third party contracts that pertain to the goods being sold hereunder (“Goods”) shall be applicable to USA, or the sale of Goods hereunder unless expressly agreed to in writing by USA.  These Terms of Sale take precedence over any differing or contrary terms that may appear in USA’s Proposal or Customer’s acceptance.

10. The quoted purchase price for the Goods may not include any international, federal, state, or local sales, use, or related taxes, however designated or imposed, and any such sales, use, or similar tax arising out of this transaction shall be for Customer’s account.  The Customer is responsible for providing USA a current valid sales tax exemption certificate prior to release for production.  If a sales tax exemption certificate is not supplied to USA prior to releasing the order for production, sales tax will be applied at the time of invoicing.

11. Customer may not modify or cancel Customer’s purchase order after Customer’s acceptance of USA’s proposal except with USA’s consent and subject to conditions at such time agreed upon which shall include protection of USA against any loss, credit, or expense incurred or expected to be incurred.

12. Customer agrees not to disclose to any third party (other than Customer’s legal counsel, financing entity, or Prime Contractor) any of the terms or prices set forth in the Proposal, including these terms and conditions, Customer’s Documents, or the information received from USA in either negotiating for a sale of the Goods or in the performance of the Proposal.  This obligation shall survive delivery of the Goods.  The obligations set forth in this provision shall not apply to any information, data, or design which Customer can show it possessed prior to its disclosure by USA, was or has become available to the public domain, or is subsequently provided to it by another party having the right to possess and disclose the information, data, or designs.

DELIVERY:

1. All products are shipped FOB Factory unless specifically noted in submittal documents or estimate.

2. All risk of loss or damage to the Products in transit shall be borne by Customer regardless of the party paying for the freight.

3. Offload is the Customer’s responsibility.

4. Freight is only estimated.  Freight fee is added to invoice after shipment unless specifically noted otherwise in submittal documents.

5. USA shall not be liable for any losses or damages, whether direct, indirect, incidental, consequential, or otherwise, for delays in shipment or delivery, regardless of the cause.

6. USA shall have the right to make partial shipments and invoice separately.  Partial shipment invoices shall be due per project payment terms.

VARIABLES:

1. Submittals: Prior to commencing manufacturing, USA shall provide to the customer at customer’s request a project submittal document.  The submittal document represents the governing document project specifications, materials, and terms and conditions.  The submittal shall be approved by the customer prior to manufacturing release.  A $1,500 engineering fee, or actual cost to USA, whichever is greater, may be due to USA should the customer cancel the order after submittal documents are delivered to the customer.

2. Change Orders: Changes in product requirements after customer approved submittals are subject to USA’s acceptance or rejection in writing.  Change orders shall be subject to additional charges and agreed upon in writing and may alter total cost and/or delay project shipping.

3. Modifications and Governing Law: Any modifications or Attachments/Exhibits to this Agreement must be in writing and signed by authorized representatives of both the Customer and USA.  In the event that any of the provisions of the Agreement shall for any reason be determined to be invalid, illegal, or unenforceable in any respect, the remaining portions shall continue in full force and effect.  This agreement shall be governed by the laws in the State of Florida, US, without regard to conflict of law provisions.  Further, the parties agree that the state or federal courts in Saint Lucie County, FL shall have the exclusive jurisdiction over disputes arising from this agreement and that the parties will bring any disputes arising from this agreement in the state or federal courts in Saint Lucie County, FL.

4. Changes in Products and Parts:  USA and its manufacturers continually improves its products and shall provide products that meet or exceed project requirements.  If original replacement parts are no longer available, USA shall provide parts that meet the fit, form, and function unless specifically advised in writing that such parts are not acceptable.

5. Typographical Errors:  In the event a USA product is mistakenly listed at an incorrect price, USA reserves the right to refuse or cancel any orders placed for a product listed at the incorrect price.  USA reserves the right to refuse or cancel any such orders, whether or not the order has been confirmed and your credit card charged.  If your credit card has already been charged for the purchase and your order is canceled, USA shall issue a credit to your credit card account in the amount of the incorrect price.

6. Return Authorization: If any product fails to comply with the manufacturer’s warranty, USA shall immediately be notified, and the product shall be returned to USA or to the manufacturer within 30 days.  Transportation charges on returned product shall be prepaid by the buyer and USA will credit the buyer any transportation charge involved with the returned products.  Credit cannot be given for merchandise returned in damaged condition due to improper packaging.  Custom orders cannot be returned and will be repaired.

7. Force Majeure: USA’s performance hereunder, or any delay in such performance, shall be excused for such failure to perform or delay as attributable to any cause or reason beyond USA’s control, including without limitation lack of available storage space, equipment breakdown, labor trouble, governmental regulations, transportation difficulties, embargoes, civil disturbances, acts of God, or any other causes of the like or difference character beyond USA’s control. o The customer acknowledges and understands the following: USA’s systems are intended as warning systems only.  No warning system, no matter how advanced, can guaranty the safety of end users.  End users should always pay close attention to their surroundings and take appropriate measures to protect their personal safety.  No warning system can substitute for personal awareness and safe behavior.

WRONG WAY PROJECTS:

1. Due to highly specialized, custom nature of the equipment, detailed user and/or installation guides may not be available. USA will assist remotely during installation as well as on-site.

2. USA to provide detailed test plan 30 days prior to the start of testing.  Contractor to provide testing vehicles and drivers during testing.

3. Wrong Way orders are customized and therefore cannot be returned.

BLINKLINK INDEMNITY CLAUSE

1. The BlinkLink Web-based Traffic Device Monitor and Control and LED Warning Systems (the “devices”) are not fail safe devices.  The customer agrees to hold harmless, indemnify, and defend USA from and against all claims arising out of events, or circumstances beyond the control of the parties, which might cause the system to stop working, malfunction, or function in an unexpected or undesired way, including but not limited to, weather, solar eruptions, electrical outages, or any other risk beyond the control of USA between incidences of regular service.