Palladium Signs Terms & Conditions
1. Signage. Customer hereby engages Palladium, and Palladium accepts engagement, to provide to Customer the signage (“Signage”) described on Appendix A, or alternatively called INV-______ and such other products and services as the parties may agree on in writing from time to time.
2. Place of Work. Customer will provide Palladium adequate space and facilities for the on-site installation services that Palladium provides to Customer under this Agreement, including but not limited to any electrical work required for installation or operation of the Signage.
3. Installation Services. Unless explicitly stated in Appendix A, or alternatively called INV-______ Palladium does not provide services for installation of any signage or other product and it is the responsibility of the Customer to install any signage. Palladium is not liable for replacement product in the case of damage to signage or product offered by Palladium in the case installation is performed by Customer or 3rd. Palladium is also not responsible for damage to any property due to installation by Customer.
4. Removal/Demolition. Unless explicitly state in Appendix A, or alternatively called INV-______, Palladium does not provide services for removal or demolition of old signage or any other item or surface impeding the installation of signage or other product and it is the responsibility of the Customer to prepare any surface, building, or other area for successful installation of signage or other product.
5. Payment. Customer will pay to Palladium the charges and fees set forth on Appendix A for the Signage. If Customer requires Signage and services other than those set forth on Appendix A, Customer and Palladium must agree on payment terms before proceeding. The fees and charges provided for in this Agreement do not include any applicable property, excise, sales, use or similar taxes. Customer will be responsible for all such taxes.
6. Default payment terms for all invoices are 50% deposit upon approval of INV-______ followed by the remaining 50% prior to final installation or delivery as applicable. In such cases that Palladium Signs agrees to alternate payment terms such as net 15, net 30, etc with the Customer then those terms will supersede the default terms. In the event of non-payment under any agreed upon terms Palladium Signs reserves the right to cease any or all ongoing services and remove any installed signage as applicable.
7. Space, Utilities and Supplies. Customer will provide Palladium and its agents and service providers the necessary access to Customer’s premises to allow Palladium to install its Signage. Customer will provide Palladium with adequate space and facilities for the installation that Palladium provides to Customer.
8. (a) In no event shall Palladium be liable to Customer or Customer’s Customers for any incidental, consequential, special or punitive damages related to Palladium’s Signage or services under this Agreement. Customer’s sole remedy for any claims under this Agreement shall be limited, at Palladium’s option, to a refund of the cost of Signage provided with respect to the specific job in question or to Palladium’s re-placement of the Signage in question.
(b) PALLADIUM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR WARRANT OF FITNESS FOR A PURPOSE, TO CUSTOMER OR ANY OTHER PARTY WITH RESPECT TO THE SIGNAGE OR SERVICES THAT PALLADIUM IS FURNISHING UNDER THIS AGREEMENT.
9. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented due to any act of God, fire, flood, inclement weather, natural disaster, accident, act of government, labor strike, or an act that is beyond the reasonable control of either party. In the event of such a force majeure the time for performance or cure shall be extended for a period equal to the duration of the force majeure.
10. No Right of Offset. Customer shall have no right of offset or right to take a credit with respect to any payments due to Palladium.
11. Assignment. Neither party may assign or delegate its obligations under this Agreement, either in whole or in part, by operation of law or otherwise, without the prior written consent of the other. Any attempted assignment in violation of the provisions of this Agreement will be void. Notwithstanding the foregoing, a sale or merger of Palladium of substantially all its assets shall not be deemed an assignment.
12. Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.
13. Final Agreement. This Agreement constitutes the final understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties, whether written or oral. This Agreement may be amended, supplemented or changed only by an agreement in writing signed by both parties.
15. Non-Waiver. No waiver shall be deemed to be made by any party or any of its rights hereunder unless the same shall be in writing signed by the waiving party, and any waiver shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights or the obligations of any party in any other respect at any other time.
16. Attorney’s Fees. In the event Customer breaches this Agreement requiring Palladium to initiate legal proceedings to enforce Palladium’s rights under this Agreement, Customer agrees to pay Palladium’s reasonable attorney’s fees, expenses and costs of enforcing Palladium’s rights under this Agreement.
17. No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto only. This Agreement shall not create any rights for third parties.
18. Notices. Any notice required to be given or otherwise given pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by certified mail, return receipt requested or sent by recognized overnight courier service as follows:
If to Palladium:
PALLADIUM Signs INC
8000 Safari Drive
Smyrna, TN 37167-6605
19. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
20. Refunds. Palladium may offer a refund of the 50% deposit less the cost of any materials ordered, design time incurred, or labor time incurred for project management up to the point of beginning production. No refunds may be offered for any orders cancelled by the customer after production begins.