THE CHANGE-A-BRILL COMPANY LLC TERMS OF SALE

LIMITED WARRANTIES – The Change-a-Brill Company LLC (herein referred to as Change-a-Brill or Seller) warrants that goods sold by it shall be free from defects in material and workmanship and will conform to Change-a-Brill’s applicable specifications and drawings. Any product delivered hereunder shall be deemed to be fully accepted by the Buyer unless Seller receives registered written notice of rejection, based on non-conformity to these specifications and drawings, sent within 7 days of date of receipt. Should product prove to be non-conforming, Seller will, at its option, repair or replace product or issue credit for the original purchase price, once product is returned to Change-a-Brill.
DEFECTS IN MATERIAL OR WORKMANSHIP - If within 90 days of date of original shipment to customer, under normal use and service, the mechanics or electronics of our products are found to be defective in materials or workmanship, Change-a-Brill will, at its option, repair, replace or issue credit for the defective product. Change-a-Brill will also credit customer $14.00 per defective unit (called a warranty credit) for shipping from and back to customer and customer will be responsible for all shipping and transportation costs. If after 90 days and within 1 year, the product is found to be defective, Change-a-Brill will, at its option, repair, replace or issue credit for the defective product. Change-a-Brill will also credit customer $7.00 per defective unit (called a warranty credit) for shipping from and back to customer and customer will be responsible for shipping and transportation costs. Product must be returned in original packaging.
BREAKAGE, HEAT DAMAGE, WATER DAMAGE, OTHER - All units are individually tested and inspected to be in proper working order before being packaged for shipment and all packaging is designed for safe, sturdy transport during shipment. Only significant mishandling of the cartons during shipping or of the unit during installation and use (dropping/hitting unit) could result in breakage to the exterior plastic of the unit. This type damage during installation or use is the responsibility of the installer/customer. Signs are for indoor use only - no water or moisture damage is warranted. Sign venting must always remain clear and sign cannot be installed in areas that will exceed 90 degrees. Heat damage is not warranted. Damage from improper electrical current or connection is not warranted. Warranty is invalid if purchaser fails to properly operate or maintain the product. Tampering, accident, abuse, negligence, unauthorized repairs or other causes not related to defective materials or workmanship will void the warranty.
ORDERS - ACCEPTANCE, MODIFICATION AND CANCELLATION - All orders are for custom-made merchandise and therefore are not subject to cancellation. All orders are subject to acceptance at a sales office of Change-a-Brill and are only accepted subject to these Terms of Sale and subject to approval by Change-a-Brill of the Buyer’s credit at the time of shipment. Change-a-Brill’s acceptance of an order is conditional upon the waiver by buyer of any terms and conditions which differ from, vary from, or add to, these Terms of Sale. The specifications applicable to goods sold by Change-a-Brill shall be Change-a-Brill’s specifications, unless Buyer shall have furnished different specifications and Change-a-Brill shall have agreed in writing to such specifications. Orders may not be altered or modified by the Buyer except with the written consent of Change-a-Brill. Change-a-Brill, at its option, may cancel all or the remaining unfilled portion of any blanket or continuing order if (a) Buyer’s payments are in default; (b) Buyer breaches any material provision of Change-a-Brill’s Terms of Sale; (c) substantial changes in materials or supplies occur; (d) causes beyond Change-a-Brill’s control make it impossible to insure shipment; (e) Buyer becomes insolvent or is subject to a petition in bankruptcy; or (f) Change-a-Brill withdraws its credit approval. If buyer improperly cancels the remaining unfilled portion of any blanket or continuing order, upon written notice to Change-a-Brill, payment of cancellation charges, which charges shall take into account goods already produced or in process, expenses incurred by Change-a-Brill in connection with the order, and commitments made by Change-a-Brill, as a consequence of the order; will apply and shall not exceed the purchase price of the cancelled portion of the order. If changes are made to the order by the buyer this contract is binding, however, an additional cost based on our labor, materials and/or any other expenses will be added to the contract price. Any taxes, special assessments of all descriptions, and charges required by public bodies and utilities must be paid for by the Buyer and paid by the Buyer separate from this order.
PRICE AND TERM - All quoted prices are based on the current prices in U.S. funds prevailing at the time of quotation. Customers without established credit approval from Change-a-Brill should remit full payment with their order. A service charge of 1 1/2% per month will be added to all past due invoices. Buyer is responsible for payment of all applicable sales, use or other taxes, whether local, state or federal, with respect to the goods purchased. Buyer must provide to Change-a-Brill all applicable, properly completed and signed sales tax exemption forms or Buyer must pay any and all applicable taxes to Change-a-Brill or to the Taxing Authority at time of billing in addition to quoted selling price. Unless appropriate tax waiver certificates are executed by customer at time of order and/or Change-a-Brill is furnished with customer retail tax number for each state, county and/or municipality into which these products are to be shipped, it will be believed by Change-a-Brill that the Buyer intends to pay these taxes, if due, separately and on its own. In the event the Buyer fails to pay in full the payments as outlined, the Buyer agrees to pay all costs of collections, including reasonable attorney fees, court costs, interest at the rate of 18% per annum from the date of original order’s completion of manufacture, and all costs associated with the exercise by Seller of its right to collection.
SHIPPING, DELIVERY, AND RETURN - Change-a-Brill shall not be liable for delays in production or delivery due to causes beyond its control, included but not limited to acts of God, acts of Buyer, acts of civil or military authorities, fires, strikes, floods, epidemics, quarantines, war, delays in transportation and inability due to causes beyond Change-a-Brill’s control. In no event shall Change-a-Brill be liable to the Buyer for loss of use or profit or any other collateral, special or consequential damages resulting from delays in production or delivery whether or not due to causes beyond Change-a-Brill’s control. Change-a-Brill will use its best judgment in shipping and routing unless Buyer gives specific instructions with its order and those instructions are agreed to by Change-a-Brill in writing. All shipments are made F.O.B. shipping point. In the event of shortage or damage incurring en route, Buyer must make its claim to the delivering transportation agency. The buyer must inspect all products immediately upon receipt for damage or defect. The buyer must note visible damage on the delivery receipt before accepting delivery. Concealed damage must be reported to the carrier within 10 days after receipt of the shipment and a concealed damage report requested of the carrier. In the event of a shortage in packing, any claim against Change-a-Brill must be made in writing within three (3) days of receipt of the merchandise. Authorization must be obtained from Change-a-Brill prior to return of any goods for repair, replacement, or credit. All returned shipments authorized by Change-a-Brill shall be prepaid by Buyer. If Change-a-Brill determines, upon inspection of returned goods, that the goods were not defective or nonconforming, a $15.00 or 15% handling charge (whichever is greater) will be imposed on the Buyer as well as return of the issued warranty credit described above.  Return authorization numbers must be requested for warranty repairs and upon receipt of pertinent information an RA # will be issued. Returns will not be accepted if the RA # is not clearly written on the outer carton and/or original packaging is not used. Replacement return packaging will be sent at cost. Use an insured, traceable form of shipping, as Change-a-Brill is not responsible for lost packages. Product may be warehoused up to 3 months, at customer’s cost, after which product must be released by customer. Cost to dispose of unreleased product is the responsibility of the customer. 
MISCELLANEOUS - If any goods or services ordered by Buyer are supplied by Change-a-Brill in accordance with designs or specifications of the Buyer (i.e. trademarks, copyrights, other, etc), Buyer shall indemnify Change-a-Brill from any expense, loss, damage or liability which may be incurred by Change-a-Brill on account of any infringement or alleged infringement of any U.S. or foreign copyrights, and/or trademark rights.  The sale of goods by Change-a-Brill does not convey a license, express or implied, under any patent in which Change-a-Brill has an interest, nor does it convey rights to any descriptive data, including Change-a-Brill’s manufacturing drawings, processes or tooling. Buyer agrees that any prototype sample unit could have been individually built. Buyer further agrees that when a large quantity order is produced there could be slight differences between the mass produced units and the individually built sample unit. The mass produced unit could have: digitally printed faces while the sample unit could have had a cut vinyl face; packaging differences; etc. No matter what the slight production changes, the general look, color and brightness of the end product will not differ from the sample unit. If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder of the Agreement to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intent of the stricken provision. When this agreement is accepted by Change-a-Brill it shall constitute a contract made in and under the laws of the state of Delaware. It is agreed that if any dispute between Buyer and Seller results in litigation, such litigation shall be governed by the laws of Delaware and any such suit must be filed in courts physically located in Delaware. Any advice furnished by Change-a-Brill concerning the use of any product described is believed to be reliable, but the Seller makes no warranty expressed or implied of results to be obtained. Change-a-Brill assumes no liability for results of the use of goods purchased from Change-a-Brill, including, without limitation, their suitability or unsuitability for a particular use or a particular environment. The Seller shall not be responsible or liable for loss to Buyer, its personnel, employees, assigns, landlords, lessees, etc., or loss to Buyer’s property, arising from usage or failure of product. Further, Buyer shall not be entitled to recover from the Seller any special, consequential or punitive damages, such as, but not limited to, loss of use, loss of time, loss of profits or income, loss of other property or equipment, or other collateral, loss of use of the product, cost for replacement of the product, or claims of customers for service interruptions or any other incidental damages. This contains the entire agreement between the Buyer and the Seller respecting the subject matter hereof. Any representation, promise, condition or understanding not contained herein shall not be binding on either party unless reduced to writing and signed on the Seller’s behalf by an authorized representative. Warranty is not transferable to third parties. This warranty is the sole and exclusive warranty and is in lieu of all other warranties, whether written, oral or implied. Change-a-Brill’s liability, however based, shall be limited to replacement, repair or refund. The remedies of the Buyer set forth herein are exclusive and the liability of Change-a-Brill with respect to any contract shall not exceed the price of the part on which such liability is based. Change-a-Brill neither assumes, nor authorizes any representative or other person to assume for us, any liability in connection with the sales or any shipment of our products. Warranty valid only inside the continental USA