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TERMS AND CONDITIONS OF SALE


Tariffs and Duties Clause:

"Please note that any tariffs, duties, or price increases imposed by government regulations or supply chain fluctuations are beyond our control. As such, any additional costs incurred due to these factors will be passed on to the client. We regret any inconvenience this may cause and appreciate your understanding."

A. Prices: SignEdge shall sell the products to the customer (partner) at the prices indicated on SignEdge price quotes, valid for 30 days from the date of issue. All prices, fees, and charges are exclusive of federal, state, and local taxes, including non-resident withholding tax, wholesale sales taxes, value-added taxes, goods and services tax, excise, sales, use, similar taxes, and customs duties. The partner shall be responsible for the payment of all taxes or shall reimburse SignEdge for such taxes and other charges (excluding SignEdge's income taxes). Additionally, all prices, fees, and charges are exclusive of specialized, after-hours, weekend, holiday, and union labor. All purchase prices are F.O.B. and all freight, insurance, and other shipping expenses shall be borne by the partner.

B. Orders and Acceptance: Partner shall initiate purchases under this agreement by signing the acceptance page and initialing each page, submitting written purchase orders to SignEdge. No purchase order shall be binding upon SignEdge unless accepted by SignEdge with a countersignature. The terms and conditions of this agreement supersede any purchase conditions of the partner. Partner acknowledges that its own terms of business do not apply unless expressly agreed to in writing by SignEdge for a specific order.

C. Delivery and Shipping: SignEdge shall use all reasonable efforts to deliver the products on the specified delivery date in the partner's written purchase order. SignEdge shall notify the partner of any shipping delays or if a specific delivery date cannot be achieved. Products shall be marked for shipment to the partner's address and delivered to a carrier chosen by the partner. Risk of loss passes to the partner upon shipment. All shipping expenses shall be borne by the partner.

D. Returns: Upon receipt, partner shall promptly inspect all products and packaging for shipping damage and may reject any damaged item. Any products not rejected within ten (10) business days of receipt are deemed accepted. No item will be accepted for return without a valid return authorization (RA) number. SignEdge reserves the right to refuse returns for certain items and may assess restocking charges. SignEdge reserves the right to refuse returns not in "like new" condition.

E. Payment: Partner shall pay for products in accordance with the payment terms on SignEdge price quotes. Unless otherwise agreed in writing, payments shall be made in U.S. dollars at the time of delivery or on a net thirty (30) day basis from the date of invoice, subject to interest charges if not paid on time.

F. Term and Termination: This agreement shall remain in effect for an initial term of one (1) year, automatically renewing for additional one (1) year terms. Either party may terminate with ninety (90) days written notice. Upon termination, all amounts owed to SignEdge shall become due immediately.

G. Creditworthiness Verification: If requested by SignEdge before the execution of this agreement, the partner shall provide information reasonably satisfactory to SignEdge to verify the partner’s creditworthiness, including the name, address, and contact information for the partner’s principal bank and three (3) trade references.

H. Taxes: Partner is responsible for all sales, use, excise, personal property taxes, tariffs, and other governmental charges, unless exempt by law with a valid tax exemption certificate on file with SignEdge. Partner shall promptly reimburse SignEdge for any such taxes paid by SignEdge, along with any penalties or interest attributable to partner’s actions or inactions.

I. Late Payments and Collection: If partner fails to pay any invoice when due, partner shall pay interest at the rate of 2.0% per month on the outstanding amount. Partner shall be liable for all collection costs, including reasonable legal fees. SignEdge may suspend or terminate product shipments for non-payment.

J. Disputed Charges: Partner must notify SignEdge in writing of any disputed charge within twenty (20) days of invoice issuance, including invoice number, item(s), amount(s), and basis for withholding payment. Notice of dispute does not release partner from paying the remaining balance. SignEdge may assess late payment fees if disputes are resolved in SignEdge's favor.

K. Security Interest: Partner grants SignEdge a security interest in purchased products to secure partner’s obligations to SignEdge. In default, SignEdge may repossess products without notice. Partner agrees to execute additional documents to perfect this security interest.

L. Warranty: SignEdge warrants that products provided are free from liens and encumbrances, except for SignEdge's security interest. Value-added services will be performed professionally. SignEdge agrees to re-perform any non-compliant work.

M. Limitation of Liability: SignEdge shall not be liable for special, indirect, punitive, consequential, or incidental damages. SignEdge's liability for any claim shall not exceed the amount paid by partner for the particular product giving rise to the liability.

N. Warranty Disclaimer: SignEdge's warranty is exclusive and expressly replaces all other warranties, express or implied. No warranties are created by course of dealing, performance, trade usage, or industry custom.

O. Indemnification: Partner shall indemnify, defend, and hold SignEdge harmless from any claims, losses, damages, liabilities, costs, and expenses arising from partner's breach of this agreement or use of products.

P. Governing Law and Dispute Resolution: This agreement shall be governed by [Appropriate Jurisdiction] law. Any dispute arising under this agreement shall be resolved through arbitration in [Arbitration Venue] in accordance with the rules of [Arbitration Organization].

Q. Entire Agreement: This agreement constitutes the entire understanding between SignEdge and the partner, superseding all prior agreements and understandings. No modification or amendment shall be effective unless in writing and signed by both parties.

R. Severability: If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

S. Counterparts: This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.