NORTHCOAST BANNERS AND BAGS CUSTOMER SALES CONTRACT
IMPORTANT LEGAL NOTICE TO CUSTOMERS: Your contract with NorthCoast Banners and Bags is comprised of (1) the “Estimate” provided to you by NorthCoast, and (2) these Terms and Conditions. The Estimate identifies the products you are purchasing from NorthCoast (“Products”), the Product price, shipping and other identified costs, and is accepted by your signature on the Estimate. The Estimate incorporates by reference these legal Terms and Conditions (“Terms”).
- Artwork. Products are customized with “Artwork” provided by Customer. Artwork includes text, trademarks, logos, designs, photographs, images, information, and other content provided by Customer to NorthCoast. Customer represents and warrants that it has the legal right to provide the Artwork for use in connection with the Products, and that use of the Artwork by NorthCoast in connection with Customer's Products will not violate, misappropriate, or infringe any copyright, trademark, trade secret, patent, right of publicity, or right of privacy; will not defame or disparage any person or entity; and will not violate any other rights of any kind of any person or entity.
- Delivery, Inspection, and Acceptance. Upon receipt, Customer shall have five (5) days to inspect products purchased from NorthCoast (“Products”) to determine that they conform to the Estimate and are not damaged. If Customer provides documentation that the Product fails to conform in any material respect, NorthCoast shall use its best efforts to remedy that nonconformity within ten (10) business days. If it is unable to remedy such nonconformity, Customer may (i) reject the Products and obtain a refund of any fees and expenses paid for such Products, (ii) give NorthCoast another attempt to remedy the nonconformance, or (iii) accept the Products AS IS, with no warranty of any kind, at a reduced price agreed upon by the parties.
- Product Warranties and Exclusive Remedy. NorthCoast warrants that Products shall materially conform to their applicable description and be free from defects in materials and workmanship for ninety (90) days after delivery. During the warranty period, NorthCoast will use its best efforts to repair or replace any nonconforming Product within ten (10) days after receipt of written notice of such nonconformance and Customer's provision of any documentation of the nonconformance. NorthCoast shall be responsible for all transportation and shipping costs associated with its remedy of defective Products. This remedy is the sole and exclusive remedy available to Customer in the event of a breach of warranty. This remedy does not extend to Products that are subject to wear, tear, damage, misuse, accident, or improper user or installation.
- Disclaimer. NORTHCOAST EXPRESSLY DISCLAIMS, AND CUSTOMER HEREBY WAIVES, ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
- Customer Responsibility for Selection and Deployment of Product. The Products are not “consumer goods.” Customer has independently determined that the Products are appropriate for Customer's needs. Customer is solely responsible for ensuring that its use of the Products complies with applicable codes, ordinances, regulations, and laws and is deployed in a manner that is secure and will not cause personal harm or property damage. Regardless of any discussions or information exchange Customer may have had with NorthCoast representatives, Customer acknowledges that it is solely and exclusively responsible for its use of the Products, including their storage, integration with other components, mounting, and display.
- Limitations of Liability for Damages. IN NO EVENT SHALL NORTHCOAST BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR BUSINESS INTERRUPTION LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT.
- Governing Law: Venue; Entire Agreement. This Contract shall be governed exclusively by the laws of the USA and the State of Michigan. The parties shall seek to resolve all disputes through good faith business discussions. Any litigation shall be brought in the U.S. District Court for the Eastern District of Michigan, Southern Division, or Circuit Court for the County of Washtenaw, Michigan, and the parties hereby waive any assertion of lack of personal jurisdiction, venue, or forum non conveniens. These Terms, plus the terms in the Estimate, constitute the entire agreement between the parties and supersedes all promises, understandings, and prior or contemporaneous discussions regarding the Products. No modification of this Contract shall be binding unless it is in writing, signed by the authorized representatives of the parties. No preprinted terms on Customer business documents are a part of the contract between Customer and NorthCoast.
- Acceptance of Contract. Customer accepts the Contract with NorthCoast through its written acceptance of the Estimate.