the legal stuff.
This Agreement is entered into by and between RSHAPES LLC, an Indiana company, hereinafter “Seller”, and the “Buyer” (i.e., the direct customer for whom the sign is being made, who may be the end user or alternatively, a sign retailer or reseller), for the purposes herein stated. This Agreement protects both Buyer and Seller, and represents the totality of all terms and conditions pertaining to the purchase of sign(s) from RSHAPES, other than those covered by Indiana State and US Federal Law. When a Buyer places a firm order for a sign, Buyer agrees to accept this Agreement and all its terms and conditions without Buyer's signature required on this document. Should the Buyer disagree with any of the terms in this agreement, Buyer should not purchase the sign without discussion and written modification this Agreement by the Seller. Buyer should identify any specific concerns, and negotiate with Seller on possible modifications of this agreement; otherwise it is assumed Seller concurs with all clauses in this Agreement as written here without exception, if Buyer places an order for the sign(s).
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1. Agreement
Once the sign(s) have been paid for in full by the Buyer, the Seller, RSHAPES LLC, Inc hereby sells, conveys and transfers to Buyer all rights, title and interest in the signage.
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2. Order Cancellation
Once the down payment has been made or a signed PO issued (for Government Buyers), and the Buyer has approved the Production proof in writing, and has given written authorization by email to begin production of Buyer's custom signs or plaques, these actions constitute a non-revocable contract. All orders are final. RSHAPES LLC makes custom signs, and once production authorization is authorized by the Buyer, it purchases materials and schedules its labor force in the production line to specifically produce the sign (s) ordered.
However, should the buyer find it necessary to cancel the order or substantially modify the design of a sign already in the production line (there is no charge for design modifications to design proofs prior to the Buyer authorizing production), RSHAPES may elect to cancel the order and refund the Buyer's money, subject to a cancellation fee. This fee is 3% if the order is cancelled within 2 working days after the order is placed; and 10% if it is cancelled within 10 days. After 10 days, no refund will be made. These refunds depend on production work load, any special material purchased, , etc, and are entirely at the discretion of RSHAPES LLC.
3. Delivery and Acceptance
Acceptance by the Buyer shall be defined as the Buyer taking possession of the signage and not returning the signs to RSHAPES LLC within 15 days. Such acceptance shall acknowledge that the signage is in good order and condition and that Buyer is satisfied with same, and all agreed upon payments are due and payable
If there are specific issues with non-conformance of the delivered signs to the approved Specification (Final Proof) that can be readily corrected by the Seller, then the Buyer can state these problems to the Seller within 15 days after delivery and claim conditional acceptance, with final acceptance occurring if and when the seller fixes these problems without further cost to Buyer, including shipping. The Seller, RSHAPES, then has 30 days to fix the problems (the Buyer must make the signs available for repair during this period, and repair may take place on-site after the signs are installed). If the problems are fixed satisfactorily by the seller or its designated subcontractor in this time period, so that the repaired or modified sign meets the specifications on the Final Proof, the Buyer agrees to accept the repaired signs and complete full payment.
If the sign cannot be repaired by RSHAPES or its designated subcontractor (or the Buyer , if it chooses to make the repair itself ( in which case it will be reimbursed for repair costs by the seller) within the 30 days so it meets the specifications on the final proof, or its appearance and workmanship after repair does not meet professional signage standards, the Buyer may then refuse acceptance and return the sign(s) (seller will pay for shipping). In the highly unlikely event this occurs, all of the Buyer payments related to that item being returned will be refunded to the Buyer. In no case will a refund be made if the Buyer retains possession of the sign(s);
However, a partial refund may be offered by the RSHAPES LLC under certain, highly unlikely, conditions; the Buyer may choose to accept or reject this offer. It is possible, although very unlikely, that there are some minor cosmetic style errors which do not affect functionality or professional appearance (e.g., wrong font for text used, wrong border pattern, etc.) of the delivered signs that are difficult or are expensive to repair by the Seller, and/or the Buyer is willing to keep the signs “as is”, because the sign(s) are still acceptable for their intended purpose. In this case, the Seller may offer the buyer a discount in total price (typically 5% to 10%) as compensation for the out-of-spec signs, as an alternative to modifying them. The amount of discount is negotiated between Buyer and Seller, but is typically less than the cost for the Seller to make a new sign or modify an existing sign so it meets specs. The Buyer can accept the signs with this negotiated discount, or alternatively, return the Signs to the Seller, getting a full refund. This situation is quite unlikely to occur.
If the Buyer refuses acceptance of the sign(s), either initially or after conditional acceptance, it has 15 days to return the signs to RSHAPES LLC in their original delivered condition stating its reasons for non-acceptance. The only valid reasons for the Buyer declaring non-acceptance of the sign(s) are: (1) substantial design specification variances (e.g., wrong size, wrong colors, wrong layout, wrong materials, wrong background texture, misspelled text, unreadable text) between the delivered signs and the sign design specifications on the Final Proof that cannot be repaired by RSHAPES LLC or its designee; (2) poor quality workmanship or structural problems, well below professional sign standards, that cannot be repaired by the seller, Inc or its designee; (3) loss, severe damage or destruction of the sign(s) that occurred during shipping that cannot be repaired by the seller or its designee.
.If the buyer wants to change the design, so that it is different from the Final approved Proof, after the sign(s) is delivered, this is NOT a valid reason for refusing sign acceptance. Any significant problems that occur to an Accepted sign during normal "wear and tear" that bring it into non-conformance of the original specification proof are covered by the seller's TWO YEAR WARRANTY.
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4. Warranty
The Seller offers a two (2) year a warranty on all of its signs and plaques, both indoor and outdoor, which covers defects in material, design, or workmanship. This warranty covers structural damage; splitting, cracking or rotting of the substrate; serious pitting or noticeable denting of sign; and significant fading or peeling of coatings, including resin epoxy, primer, color paint, or clear coats.
Excluded from this warranty is any damage from abuse to the sign after it is received until it is properly installed; improper sign installation; vandalism; accidental impact; frequent watering by sprinklers hitting the sign; high winds or gusts greater than 70 mph; sign banging against a post or other hard object due to motion from winds (e.g., sign hanging from chains swinging wildly); bird pecking or squirrel or porcupine chewing damage; hailstorms; and any unusual operating environments such very high temperatures , vibrations or external stresses (e.g.,. earthquakes) that the sign was not designed for.
If the Buyers sign suffers damage covered under this warranty in the 2 year warranty period, buyer can return the sign to the Seller (shipping will be pre-paid by RSHAPES LLC), and the sign will be repaired or replaced, or the seller may perform or contract with a local sign company for in-place repair.
The warranty period starts the day the sign is delivered to the Buyer, not the day it is installed.
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5. Schedule
RSHAPES LLC will commit to ship the sign on or before the date specified in the initial quote. It is highly unlikely, but possible, that unforeseeable delays slow down production, thus keeping the seller from respecting the estimated delivery date. In the very unlikely event that the seller will not be able to respect the estimated delivery date specified in the quote, the seller will not be held liable for such delay in the actual delivery date.
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6. Delivery
If RSHAPES is contracted to ship the sign or plaque, RSHAPES take full responsibility for ensuring the sign arrives in good condition without damage. The seller carefully packs all signs in boxes and wood crates with custom packing materials surrounding the sign. If the shipper (UPS or a freight company) damages or loses the sign in transit, the seller will repair or replace the sign at no cost to the Buyer, with the condition that buyer must notify and provide pictures of both the sign(s) and the packaging (boxes) within 2 days from delivery.
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7. No fault clause
Buyer shall indemnify, protect and hold harmless the Seller (RSHAPES LLC); its agents, servants, successors and assigns from and against all losses, damages, injuries, claims, demands and expenses, including legal expenses, of whatever nature, arising out of the use, condition or operation of any item of the signage, regardless of where, how and by whom installed. Buyer shall assume the settling of, and the defense of any lawsuits or other legal proceedings brought to enforce all such losses, damages, injuries, claims, demands and expenses and shall pay all judgments entered in the suit for other legal proceedings. The indemnification and assumptions of liability and obligation herein provided shall continue in full force and effect notwithstanding the termination of this agreement, whether by expiration of time, by operation of law or otherwise.
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8. Intellectual property
The seller reserves the right to take pictures of the signs before shipping them with for the sole purpose of using them as marketing media. The buyer, however, has the right to deny that by explicitly stating it, via email, before placing the order.