KORT Sign Design Terms & Conditions

Definitions

  1. “Seller” means K.O.R.T. Incorporated.
  2. “Buyer” means the party contracting with the Seller to acquire the good and services supplied under these terms and conditions.
  3. “Work” means all goods (by way of intermediate or finished product) and services supplied by the Seller to the Buyer.
  4. “Intermediates” means all products produced during the manufacturing process including electronic files, intellectual property, and any custom color paint mixes.
  5. “Preliminary Work” means all work done in the concept and preparatory stages, including design, artwork, and color matching).
  6. “Electronic File” means any text, illustration or other matter supplied or produced by either party in digitized form on disc, flash drive, removable hard drive, or by Internet or any other communication link.
  7. “Insolvency” refers to the position where a party is unable to pay its debts; has a winding-up petition issued against it; has a receiver, administrator, or administrative receiver appointed to it; commits an act of bankruptcy; or has a bankruptcy petition issued against such party.

Payment

  1. All orders under $500 require prepayment. Orders over $500 require a 50% down payment. Full payment is due upon completion. Products, including signage, will remain property of Seller until all payments are made. Estimates are based on the Seller’s current costs of production and/or installation and, unless otherwise agreed in writing, are subject to amendment to meet any rise or fall in such costs that have taken place by the time of delivery and/or installation.
  2. Estimates are given exclusive of tax and the Seller reserves the right to charge and the Buyer will pay any VAT or other tax payable.
  3. All work carried out shall be charged. This includes all Preliminary Work whether or not the Buyer agrees to that work being taken forward to production.
  4. Any additional work required of the Seller by reason of the Buyer supplying inadequate copy, incomplete or incorrect instructions or insufficient materials; or late delivery of the same shall be charged at Seller’s customary hourly rate.
  5. Payment shall become due before delivery of the Work. The Seller, in its absolute discretion, may ask for part or full payment in advance of starting the Work.
  6. Any overdue invoice shall be subject to a late fee of 1.5% of the outstanding amount each month in which such invoice is overdue. In the event additional collection actions are necessary, all costs reasonably incurred in collecting the debt will be paid by the Buyer.
  7. Unless otherwise agreed in writing, the price of the Work will be “ex-works” and delivery shall be charged extra.
  8. Should the Work be suspended or delayed by the Buyer for any reason the Seller shall be entitled to charge for daily storage and/or for loss of or wastage of resources that cannot otherwise be used.

 Installation

  1. Seller will use its best efforts in determining an installation price. However, installation prices are for estimating purposes and are not a guarantee of cost for services.
  2. Estimates are based on information from Buyer about project requirements. Actual costs may change once project elements are discovered on-site. Buyer acknowledges that many ‘unknowns’ exist during an installation that cannot be foreseeable or predicted.
  3. Seller charges for installation by the hour, including for any necessary travel time, but will make all reasonable efforts to work as efficiently as possible.
  4. For ground installs; installation is based on standard boring procedures. Roots, rocks, etc. may increase scope of work needing to be done. Install is based on time & materials which is subject to change on-site due to the unknown.
  5. Exact location will be dependent upon consultation with Gopher State One. Seller is not responsible for damage to irrigation, secondary utility lines, dog wires, or any other underground lines.
  6. Unless otherwise specified and if needed, final prices do NOT include primary electrical hookup. Final electrical hookup will be done by a licensed master electrician at Buyer’s expense.
  7. Price may or may NOT include permits and acquisition fees. Fees are to be determined by each city and project and will be included on final invoice unless otherwise indicated.

 Delivery

  1. Delivery of the Work shall be accepted when tendered.
  2. Unless otherwise agreed in writing completion and delivery times are a guide only and, while the Seller will make every effort to adhere to proposed timescales, time is not of the essence in any contract with the Buyer.
  3. Unless otherwise agreed in writing, (in which case an extra charge may be made) any delivery beyond ex-works will be to curbside at the Buyer’s address and the Buyer will make arrangements for off-loading and for any additional transportation.
  4. Subject to any agreement as per 4(c) above, delivery involving difficult access and/or unreasonable distance from vehicular access shall entitle the Seller to make an extra charge to reflect its extra costs.
  5. Should expedited delivery be agreed the Seller shall be entitled to make an extra charge to cover any overtime or any other additional costs.
  6. Buyer may pick up Work at Seller’s facility at no charge.

Materials supplied or specified by the Buyer

1. Electronic Files

  • It is the Buyer’s responsibility to maintain a copy of any original Electronic File provided by the Buyer.
  • The Seller shall not be responsible for checking the accuracy of supplied input from an electronic file unless otherwise agreed in writing.
  • If an electronic file is not suitable for outputting on equipment normally adequate for such purposes without adjustment or other corrective action the Seller may make a charge for any resulting additional cost incurred or may reject the file without prejudice to Seller’s rights to payment for work done/material purchased.

2. Other Materials

  • The Seller may reject any materials supplied or specified by the Buyer which appear to be unsuitable for the purpose intended. Additional cost may be incurred by Buyer if materials are found to be unsuitable during production. Where the content is generated by the Seller, the Seller may, in its sole discretion, replace such material with unused material of a similar or better quality.
  • Where Seller advises the Buyer regarding the potential unsuitability of any materials, and the Buyer instructs the Seller in writing to proceed anyway, the Seller will use reasonable endeavors to secure the best results, but shall have no liability for the quality of the end-products, and Buyer shall remain obligated to pay any previously agreed-up purchase price.
  • Quantities of materials supplied must be adequate to cover normal spoilage. Any costs incurred because of shortages, including re-starting jobs, duplicating masters, etc., will be charged in addition to the estimated price.

3. Risk and storage

  • Buyer’s property and all property supplied to the Seller by or on behalf of the Buyer shall at all times be deemed to be at the Buyer’s risk unless otherwise agreed in writing. The Buyer should insure accordingly.
  • Buyer shall pay a reasonable charge for the storage of any Buyer’s property left with the Seller before receipt of the order or after notification to the Buyer of completion of the work.

4. Finished Goods

  • The risk in the Work and all goods delivered in connection with the Work shall pass to the Buyer on completion of the Work. The Buyer should insure accordingly.
  • On completion of the Work, the Seller will store the Buyer’s materials and Work and shall charge accordingly for such storage. Any Materials or Work stored by Buyer for more than one month are subject to disposal at Seller’s sole discretion.

Materials and equipment supplied by the Seller

  1. Any materials owned by the Seller and used in the production of intermediates, electronic files and other production processes, together with items thereby produced in the production of the Work, shall remain the Seller’s exclusive property.
  2. Type shall be distributed and film and plates, tapes, discs, electronic files or other work destroyed immediately after the order is executed unless written arrangements are made to the contrary. In the latter event, storage shall be charged.
  3. The Seller shall not be obliged to download any digital data from Seller’s equipment or supply the same to the Buyer on disc, flash drive, removable hard drive or by any communication link.
  4. Seller is not responsible for the condition of Buyer-supplied substrates. Buyer is responsible for and acknowledges it is totally liable for any damage that may occur during the production process.

Retention of Title

  1. The Work remains the Seller’s property until the Buyer has paid for it and discharged all other debts owing to the Seller.
  2. If the Buyer becomes subject to Insolvency and the Work has not been paid for in full the Seller may take the goods back and, if necessary, enter the Buyer’s premises to do so, or to inspect and/or label the goods so as to identify them clearly.
  3. If the Buyer shall sell the goods before they have been paid for in full, Buyer shall hold the proceeds of sale on trust for the Seller in a separate account until any sum owing to the Seller has been discharged from such proceeds.
  4. Where the Buyer is in breach of these Terms or performs any act of Bankruptcy or Insolvency the Seller reserves the right to approach the Buyer’s customer and to offer the Work directly to them, notwithstanding the fact that this will involve advising the Buyer’s customer that the Buyer is in breach or in default.

Proofs and variations

  1. The Seller shall incur no liability for any errors not corrected by the Buyer where the Buyer has been provided with proofs. The Buyer’s alterations and additional proofs necessitated thereby shall be charged extra. When style, design, type or layout is left to the Seller’s judgement, changes therefrom made by the Buyer shall be charged at Seller’s hourly rate.
  2. Where the Buyer specifically waives any requirement to examine proofs, Buyer shall therefore indemnify and hold the Seller harmless for any errors in the finished Work.
  3. Due to differences in equipment, paper, inks and other conditions between color proofing and production runs, a reasonable variation in color between color proofs and the completed job will be deemed acceptable unless otherwise agreed in an advance writing acknowledged by both parties.
  4. Every endeavor will be made to deliver the correct quantity ordered, but margins of 5% for ‘overs’ or ‘unders’, the same to be charged or deducted, shall be deemed acceptable, unless otherwise agreed to in writing.

Claims and Liability

  1. Claims
    • Advice of damage, delay or loss of goods in transit or of non-delivery must be given in writing to the Seller and the carrier immediately upon delivery (or, in the case of non-delivery, within 3 days of notification of dispatch of the goods) and any claim in respect thereof must be made in writing to the Seller and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 7 days of notification of dispatch). All other claims must be made in writing to the Seller within 14 days of delivery. The Seller shall not be liable in respect of any claim unless the aforementioned requirements have been complied with except in any particular case where the Buyer proves that
      • it was not possible to comply with the requirements and
      • the claim was made as soon as reasonably possible
  2. If the Work is defective so that the Buyer may reject it, said rejection must take place within 7 days of delivery of the goods, failing which the Buyer will be deemed to have accepted the Work.
  3. In the event of all or any claims or rejections the Seller reserves the right to inspect the Work within seven days of the claim or rejection being notified.
  4. Seller does not make any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall Seller, its directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from Buyer’s use of the Work, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Work, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, Seller’s liability shall be limited to the maximum extent permitted by law.

Liability

  1. Insofar as is permitted by law where Work is defective for any reason, including Seller’s negligence, the Seller’s liability (if any) shall be limited to rectifying such defect, or crediting its value against any invoice raised in respect of the Work.
  2. Where the Seller performs its obligations to rectify defective Work under this condition the Seller shall not be liable for indirect loss, consequential loss or third party claims occasioned by defective Work and the Buyer shall not be entitled to any further claim in respect of the Work nor shall the Buyer be entitled to repudiate the contract, refuse to pay for the work, or cancel further deliveries.
  3. Defective Work must be returned to the Seller before replacement or credits can be issued. If the subject Work is not available to the Seller the Seller will hold that the Buyer has accepted the Work and no credits or replacement Work will be provided.
  4. The Seller shall not be liable for indirect loss, consequential loss or third party claims occasioned by delay in completing the work or for any loss to the Buyer arising from delay in transit, whether as a result of the Seller’s negligence or otherwise.
  5. Where the Seller offers to replace defective Work the Buyer must accept such an offer unless Buyer can show clear cause for refusing so to do. If the Buyer opts to have the work re-done by any third party without notifying the Seller, the Buyer automatically revokes and waives any right to any remedy from the Seller, including but not exclusively the right to a credit in respect of Work done by the Seller.
  6. Where the Work will be forwarded by or on behalf of the Buyer to a third party for further processing, the Buyer will be deemed to have inspected and approved the Work prior to forwarding and the Seller accepts no liability for claims arising subsequent to the third party’s processing.
  7. The Seller reserves the right to reject any work forwarded to it after initial processing by a third party as soon as is reasonably practicable without processing the work any further. Should the Buyer request the Seller to continue, then the Seller is only obliged to do so after confirmation from the Buyer in writing.

Insolvency

Without prejudice to other remedies, if the Buyer becomes insolvent, the Seller shall have the right not to proceed further with the contract or any other work for the Buyer and be entitled to charge for work already carried out (whether completed or not) and materials purchased for the Buyer, such charge to be an immediate debt due to him. Any unpaid invoices shall become immediately due for payment.

General Lien

Without prejudice to other remedies, in respect of all unpaid debts due from the Buyer the Seller shall have a general lien on all goods and property of or provided by the Buyer in Seller’s possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as agent for the Buyer in such manner and at such price as Seller thinks fit and to apply the proceeds towards such debts, and shall when accounting to the Buyer for any balance remaining be discharged from all liability in respect of such goods or property.

Illegal matter

  1. The Seller shall not be required to print or manufacture any matter which in Seller’s opinion is or may be of an illegal or libelous nature or an infringement of the intellectual property or other rights of any third party.
  2. The Buyer represents it has the legal right to produce or reproduce all materials ordered from the Seller. The Buyer shall indemnify and hold Seller harmless from and against any loss, damages, costs and expenses arising from or related to the claim including without limitation: (1) defending Seller against any claim (2) paying any judgment or award against Seller, and (3) reimbursing Seller for any legal fees and expenses it reasonably incurs in responding to any such claim for any matter that allegedly infringes any copyright, trademark, patent or other intellectual property right of any person or entity or that contains matter that is alleged to be slanderous, libelous, defamatory or obscene.

Force majeure

  1. The Seller shall be under no liability if it shall be unable to carry out any provision of the contract for any reason beyond its reasonable control including (without limiting the foregoing): Act of God; legislation; war; fire; flood; drought; inadequacy or unsuitability of any instructions, electronic file or other data or materials supplied by the Buyer; failure of power supply; lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute; or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Buyer may by written notice to the Seller elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.

Law

  1. These conditions and all other express and implied terms of the contract shall be governed and construed in accordance with the laws of the United States of America and the parties agree to submit to the jurisdiction of the state of Minnesota.

Notices

  1. All specifications and notices relied on by either party and all variations to this agreement must be in writing and include a duly authorized signature.

Severability

  1. All clauses and sub-clauses of this Agreement are severable and if any clause or identifiable part thereof is held to be unenforceable by any court of competent jurisdiction then such enforceability shall not affect the enforceability of the remaining provisions or identifiable parts thereof in these Terms and Conditions
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