Spring Valley Signs Terms and Conditions of Sale

All sales or offers of sale of goods and services made by Community Enterprises, LLC d/b/a Spring Valley Signs (“Spring Valley Signs”) and all orders accepted by Spring Valley Signs from a buyer (“Buyer”) are made exclusively upon the terms and conditions of sale set forth below. No contrary or additional terms or conditions proposed by Buyer will be accepted by Spring Valley Signs absent a written instrument executed by an authorized representative of Spring Valley Signs making specific reference to the specific contrary or additional term proposed by Buyer which is accepted by Spring Valley Signs and any proposed contrary or additional terms not expressly accepted by Spring Valley Signs in writing in accordance with the provisions hereof are hereby rejected.

Consultation

Prior to offering specific quotations or commencing design work, Spring Valley Signs requires an interview to discuss marketing and design questions. Information gathered during this consultation provides a basis for quotation and design. Consultations conducted by telephone are free. If a site visit is required, Spring Valley Signs may require a fee and reimbursement of costs prior to the visit.

Quotation

Standard quotations are valid for ninety days of issuance if there has been no change to specifications. Deadlines for special discount offers are determined on a case-by-case basis. Quotations do not include anything that is not specified in writing in the quotation. Spring Valley Signs reserves the right to decline to quote.

Design Approval

Spring Valley Signs will submit a design for the Buyer’s review. The Design Fee includes up to seven revisions. If more revisions are required, or the original design assignment or specifications change significantly during the design process, additional design fees may apply. Buyer (in writing or by means of making a down payment) will confirm approval of a final design drawing before fabrication work begins. Samples and prototypes requested by Buyer may incur additional charges.

Client Errors / Alterations

Spring Valley Signs will not be held responsible for errors on a final design that has been approved by Buyer. Alterations requested by Buyer after a final design drawing has been approved may incur additional charges.

Color Matching

Because of differences in computer screens, printed samples, and actual paint colors, a color variation between the submitted design and the completed work is to be expected. When closer color matching is required, Buyer will submit color chips or PMS numbers. Spring Valley Signs will then use reasonable efforts to make a closer match within the limits of its then current paint supplier.

Sign pictorials

Many Spring Valley Signs designs include original custom artwork. The sketch that is approved during the design process is assumed to be a “rough draft” or an “artist’s study” submitted to the Buyer prior to creation of the sign. Since this sketch is usually done in colored pencil or watercolor, it will not exactly match the sign, which is done in weather resistant acrylics and may include sculpting. The sign will therefore be a reasonable, but not an exact, match. Where Buyer desires more control over the final product, upon Buyer’s written request Spring Valley Signs may send a photograph of the final artwork to the Buyer for approval prior to attaching it to the sign. Such service is at an additional charge.

Payment terms

Design work must be prepaid in accordance with the fee schedule set forth in “Getting Your Sign”. Fabrication of the sign will begin after receipt of 50% down payment. The balance of the fabrication fee (including shipping) is due upon completion of production of the sign. Full payment is required prior to pick-up or delivery. Any other payment arrangements must be approved in writing by Spring Valley Signs. In the event Buyer receives the sign prior to payment in full for any reason, Spring Valley Signs hereby is granted a security interest in the sign until payment in full is received. Without limiting the generality of the foregoing, Spring Valley Signs reserves the right to repossess any goods, retain all monies paid, which will be deemed forfeited, and/or pursue all other legal remedies against Buyer. Should Buyer cancel an order or part of an order prior to the completion of the order, Spring Valley Signs reserves the right to charge a handling and termination fee. Cancellation does not release Buyer from its obligation to pay for those parts of the order already fabricated.

Production Schedule

A production schedule will be established after the final design drawing has been approved by Buyer and a 50% down payment has been made. Most signs are fabricated within five to six weeks. Shipping requires additional time. Spring Valley Signs will use reasonable efforts to meet such production schedule, but there will be no liability or penalty for missed deadlines. Spring Valley Signs will also not be held responsible for delays related to unavailability of materials, shipping, customs, third party installations, or other causes beyond its control.

Inspection and Claims

All signs must be promptly inspected by Buyer. Claims for defects, damages or shortages must be made by Buyer in writing no later than ten calendar days after pick-up or delivery. If no such claim is made, Buyer thereby acknowledges that Spring Valley Signs has fully satisfied all terms, conditions, and specifications.

Copyright

Spring Valley Signs is the owner of the copyright on any design, sketch, artwork, or other creative work furnished by Spring Valley Signs. Spring Valley Signs is the exclusive fabricator of any sign it has designed. As an accommodation to Buyer only, upon payment of the Design Fee, Buyer is granted the limited right to use the design created by Spring Valley Signs for labels, brochures, stationary, websites, garments, and other non-signage use, provided (i) such use does not violate any law or the intellectual property rights of any third party, the determination of which is the sole responsibility of Buyer; and (ii) Spring Valley Signs does not make any representation that the design may be adapted to such uses. Buyer is solely responsible for ensuring that the content of the sign (including any use made pursuant to the second paragraph hereof) does not violate any laws or any third party’s rights, as well as ensuring that the sign complies with municipal and other requirements, and Buyer will defend, indemnify, and hold harmless Seller, its members, managers, officers, employees, affiliates, and agents from and against any cause of action, loss, or damage of any nature whatsoever arising from any such violation or alleged violation. All drawings and materials showing the Spring Valley Signs trademark are the intellectual property of Spring Valley Signs and may not be copied, reproduced, or forwarded to others either manually or electronically without the express permission of Spring Valley Signs. In cases where a logo, artwork, or other elements are provided by Buyer to Spring Valley Signs, Buyer warrants that the subject matter is not copyrighted or other rights therein are not owned by a third party or that Buyer has been granted permission to use the copyrighted or other proprietary material on their sign. Buyer will defend, indemnify, and hold harmless Seller, its members, managers, officers, employees, affiliates, and agents from and against any cause of action, loss, or damage of any nature whatsoever arising from any such violation or alleged violation of the foregoing representation.

Permission

The size, content, and other elements of the sign may require approval from building owners and local authorities, all of which approvals are the sole responsibility of Buyer. Installation of signs. Installation is the sole responsibility of the Buyer. Transfer of Title. Title to the sign passes to Buyer upon pick-up or shipment. Spring Valley Signs is responsible for the safety of the sign while it is in its possession for up to two weeks after fabrication is complete or until it is picked up or shipped (whichever comes first). Spring Valley Signs will not be held responsible for the care of signs that remain uncollected for longer than fourteen days. Liability / Disclaimer of Implied Warranties. Spring Valley Signs warrants only that its work will conform in all material respects to the description contained in the approved final design drawing.

SPRING VALLEY SIGNS MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING ANY GOODS OR SERVICES HEREIN INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL SPRING VALLEY SIGNS BE LIABLE TO BUYER EVEN IF SPRING VALLEY SIGNS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SPRING VALLEY SIGNS’ LIABILITY UNDER ANY CAUSE OF ACTION WHATSOEVER EXCEED THE AMOUNT PAID BY BUYER TO SPRING VALLEY SIGNS FOR THE PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

Choice of Law

All matters relating hereto shall be governed exclusively by the laws of the State of New York without regard to its conflicts of laws principles that would have a contrary result. The United Nations Convention on the International Sale of Goods shall not apply. Any dispute, claim, or controversy between Buyer and Spring Valley Signs arising hereunder that cannot be resolved through good faith negotiations shall be formally venued in the New York State Supreme Court situate in Ulster County, New York or the US Federal District Court of the Northern District of New York.