1. TERMS. Terms and balance due upon installation unless credit terms have been previously established. If Buyer fails to maintain credit standing satisfactory to DOTT, terms change to cash on delivery. Buyer agrees to pay a service charge on past due amounts from the date they become due to the date DOTT receives payment, at the rate of one and one-half percent (1-½%) per month. Any and all expenses, including costs and attorney's fees incurred by DOTT in collecting past due amounts shall be added to the purchase price and invoiced to and paid by Buyer as part thereof. Personal checks are not an acceptable form of payment. Merchandise being shipped Out of the continental US must be paid in full with certified funds prior to shipping. 2. PLACE AND TIME OF DELIVERY OR INSTALLATION. The items shall be delivered to and, if required by this Agreement, installed at location designated on front of contract, within THREE TO FOUR weeks unless otherwise noted on front, after receipt of down payment, acceptance by DOTT of this Agreement and receipt by DOTT of permit, if applicable, and, as may be necessary, approvals of owners of premises in or on which items may be installed and of owners of trademarks or copyrights on which items may infringe. The date is only approximate and is subject to availability of components and resolution of technical problems. 3. TAXES. In addition to the price, Buyer shall be responsible for and shall pay when due all taxes imposed by any governmental unit on the items and services to be furnished hereunder, except for taxes imposed on or measured by the net income of DOTT. 4. GOVERNMENTAL AND OTHER APPROVALS. Approvals of various governmental units, including zoning and building permit approvals, are the sole responsibility of Buyer unless Buyer specifically engages DOTT to seek to obtain such approvals. If DOTT is specifically engaged to obtain such approvals, DOTT's sole responsibility shall be to file, within a reasonable time, the necessary applications, without taking any appeals to Court, (filing fees, and all incidental out-of-pocket costs to be paid by Buyer) and to make a good faith attempt to obtain such approvals for and on behalf of Buyer. Buyer shall timely secure all necessary permission from its landlord and the owners of any trademarks and/or copyrights. After this Agreement is signed and accepted by DOTT, Buyer's failure to obtain such permission shall not relieve Buyer of its obligations under this Agreement. 5. SITE PREPARATION, INSTALLATION. Installation is the sole responsibility of Buyer, unless installation is specifically purchased from DOTT. Buyer shall, at all times, be and remain responsible for and hold DOTT harmless from and against any and all loss, claim, damage and liability (including costs and attorney's fees incurred in defending against the same) resulting from or related to location and placement of the items and/or services. All preparation of the site, including but not limited to all necessary primary electrical service and connections, preparation of footings, inspection and, if necessary, modification of load bearing points, such as walls, poles, etc. shall be the sole responsibility of Buyer, and Buyer shall indemnify and hold DOTT harmless from and against any and all liability, claim, loss and damage resulting from site preparation (including costs and attorney's fees incurred by DOTT in defending against the same). When DOTT is required to install free-standing ground signs or pylon signs or directions signs, the price is subject to increase to the extent of additional coats incurred by DOTT by reason of excess rock or other unforeseeable foundation conditions. All primary electrical service shall be 110-120v, and all production manufactured by DOTT will be wired with 110-120v electrical components. There will be an additional charge for changing the electrical components to accommodate any other primary electrical voltage. With respect to requests for extra work, the Buyer also expressly agrees to compensate DOTT for such additional costs and expenses at the time of order and/or installation at the option of DOTT, and both parties expressly agree that DOTT shall have the absolute right to decline any such modifications or extra work. 6. REMOVAL. If removal of an existing sign or display (or component thereof) is necessary in conjunction with the installation or service of a display described in Paragraph 1, the existing sign, display or component shall be deemed to be worthless and abandoned by the Buyer and shall be disposed of by DOTT EXCEPT BY EXPRESS WRITTEN INSTRUCTION BY THE BUYER." In no event shall DOTT be responsible or liable to the Buyer for any damage or injury whatsoever due to the removal of the existing sign, display or component. 7. TITLE AND SECURITY INTEREST. Title to all items furnished pursuant to this agreement shall remain in DOTT and they shall not be deemed fixtures or otherwise constitute a part of any realty to which they may be attached unless and until the purchase price, and all other sums agreed to be paid hereunder, are paid in full. Until the payment by Buyer of the full amount due hereunder, DOTT shall have a purchase money security interest in all items covered by this Agreement and shall have and may exercise, in connection with such security interest, all rights and remedies of a secured party under the Uniform Commercial Code in force in the State of Maryland or under any other applicable law. Should the buyer be in default of the terms set forth in this agreement, DOTT may immediately remove said signs, terminate this agreement, and any payments therefore made hereunder shall belong to DOTT for compensation and expenses related to fabrication and depreciation in the value of the sign. Buyer will then pay DOTT all installments then delinquent under this agreement, plus the costs of retaking the sign. Should DOTT be asked to reinstall said sign, there will be an additional charge associated with this expense. 8. RISK OF LOSS. DOTT shall bear the entire risk of loss, damage or destruction of all items covered by this Agreement until delivered to Buyer and, to the extent required by this Agreement, installed, and Buyer shall bear all such risks thereafter. 9. CANCELLATION AND RESCHEDULE CHARGES. This Agreement is for custom/fabricated items and materials and/or unique services, and may not be cancelled by Buyer. In the event Buyer requests delay of shipment of Completed products or of installation, if to be performed by DOTT, Buyer shall pay DOTT the contract price as if said items were delivered and installed, if required, at the time specified herein, less only the cost of delivery and installation not yet furnished, and a reasonable rescheduling charge for any trips made to installation site and if DOTT is required to store items, Buyer agrees to pay DOTT a reasonable storage fee to be invoiced monthly, within ten (10) days after receipt of the monthly invoice. All rights, remedies and security DOTT has for the collection of the price shall be available to DOTT to collect any unpaid storage charges. 10. WARRANTIES. DOTT represents and warrants to Buyer that the items and services covered by this Agreement shall be free from any defects of workmanship or materials for a period of one (1) year following delivery to Buyer, or from completion of agreed installation, if to be performed by DOTT, or from completion of manufacture, should delivery of installation be delayed by Buyer. All defects in items and services must be reported to DOTT within said one year period, and DOTT will, at its option, either repair the defect or replace the defective product or part. DOTT's sole obligation under this warranty shall be to make such repair or replacement of defective parts. OTHER THAN EXPRESSLY SET FORTH ABOVE, DOTT MAKES NO WARRANTIES REGARDING ANY OF THE SERVICES OR ITEMS COVERED BY THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE), EITHER EXPRESSED OR IMPLIED. DOTT expressly disclaims any responsibility of liability for errors or ambiguities in plans, designs, specifications or drawings furnished to DOTT by Buyer, or its agents (including its engineers or architects) or defects, damages or injuries caused thereby. The limitations contained in this Paragraph 11 on DOTT's liability will apply regardless of the form of action, whether in contract or tort, including negligence. Any action against DOTT arising out of or relating to the transaction covered by this Agreement must be brought within ninety (90) days after the cause of action accrues. 11. LIMITATION OF LIABILITY. Notwithstanding anything to the contrary contained herein, DOTT's liability under this Agreement, or otherwise arising out of or relating to the transaction covered by this Agreement, shall not exceed the abound Buyer actually paid DOTT pursuant to this agreement. IN NO EVENT SHALL DOTT 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. 12. TIME OF PERFORMANCE. DOTT shall not be liable for any delay in the performance of its obligations under this Agreement which is caused by Circumstances beyond its reasonable control. If completion of manufacturing is delayed beyond the delivery date for reason beyond DOTT's reasonable control, DOTT may invoice Buyer, prior to delivery for the portion of the work completed. Ass condition of this Agreement, performance of this and all other acts required to be performed by DOTT under the terms and conditions of the 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 DOTT. 13. GENERAL PROVISIONS. This Agreement is effective only if and from the date it is accepted by an officer of DOTT and constitutes the entire Agreement between the parties with respect to the subject matter hereof, Its terms and conditions shall prevail, notwithstanding any other terms and conditions in any order submitted by Buyer. Terms and conditions of this Agreement may not be altered or modified, except in writing, executed by a duly authorized officer of DOTT. All rights and remedies conferred under this Agreement or by law shall be cumulative and may be exercised singly or concurrently. Failure by DOTT to enforce this Agreement or any term thereof shall not be deemed a waiver of future enforcement of that or any other term. All provisions by the Uniform Commercial Code and other applicable laws of the State of Maryland. Buyer acknowledges that it has read this Agreement and the Terms and Conditions as stated herein, understands them, agrees to be legally bound by them, and that this Agreement is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of the terms thereof. THE SALES REPRESENTATIVE IS ACTING AS A SPECIAL AGENT NOT AUTHORIZED TO BIND DOTT AND ALL REPRESENTATIONS AND AGREEMENTS NOT SET FORTH HEREIN ARE DEEMED WAIVED BY BUYER. This agreement shall expire sixty (60) days after date of agreement, unless authorized by an officer of Designs of the Times, Inc. |
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