PRODUCT TERMS AND CONDITIONS (publish date: 09.01.2025)
The following Terms and Conditions shall apply to all work (“Work”) performed by Sky-CDS (“Company”) for the Client (“Client”). The
Proposal and these Terms and Conditions shall together be referred to as the “Agreement.”
1. SCOPE OF SERVICES. Company agrees to provide the Work with respect to the design and manufacture of the interior Decor and
Signage as more specifically described in the Proposal.
2. PAYMENT TERMS. Client shall pay Company 50% of the Contract Amount within 15 days of acceptance of the Proposal. The balance
of the Contract Amount shall be due within 15 days of substantial completion of the Décor and Signage. Balances not paid in full by
the due date will be considered past due. Finance charges will be assessed on past due balances at the rate of 1.5% per month or the
maximum allowed by law, whichever is less.
3. ASSURANCE OF PERFORMANCE. Company may refuse, change, or withdraw extensions of credit at any time, and may demand
cash payment upon delivery of the Work. If Client fails to make any payments when due or accept any delivery as scheduled, or if the
financial responsibility of Client in Company’s sole opinion becomes unsatisfactory to Company, Company, without prejudice to any
other lawful remedy, may defer or discontinue further deliveries until the past due payments and assurances satisfactory to Company
of Client’s credit are received, or Company may terminate this Agreement and cancel any undelivered balance of any order. In the
event of such termination, Client shall compensate Company for any commitments, obligations, expenditures, expenses, and costs
(including Attorney's Fees) Company has incurred in connection with this Agreement or termination hereof. Each delivery by Company
shall be considered a separate transaction and shall be paid for separately without regard to subsequent deliveries. Client’s refusal to
furnish such assurances as requested by Company within a reasonable time or failure of Client to perform its obligations under this
Agreement or any other existing contract with Company shall entitle Company, without notice to Client, to cancel this Agreement or
so much of it as may remain unexecuted, all without prejudice to any claim for damage or any other remedy Company may be entitled
to make.
4. SALES TAX. All state and local sales/use shall be the responsibility of Client and shall be invoiced to Client.
5. ESTIMATED COMPLETION DATE. The estimated completion date (“Estimated Completion Date”) shall be the date of substantial
completion of the Décor and Signage. The Estimated Completion Date shall be as agreed upon. The Estimated Completion Date shall
be reasonably adjusted where the completion of the work is delayed as a result of causes beyond Company’s direct control, including
but not limited to those set forth in Section 14.
6. CHANGES IN THE WORK. The Contract Amount and Estimated Completion Date shall be adjusted for changes in the Work resulting
from Client requests (“Change Orders”). All Change Orders requested by Client with respect to the Work and agreed to by Company
shall be in writing signed by both parties and will include Contract Amount increases or decreases and any adjustments to the
Estimated Completion Date. No requested changes or adjustments shall be binding except pursuant to a signed Change Order as set
forth in this Section.
7. OWNERSHIP OF DOCUMENTS. All designs, drawings, specifications, and plans (together “Designs”) will remain the property of
Company and are licensed to Client only for the purpose of completing the Work. The Designs shall not be copied nor duplicated in
any manner and shall not be used by, conveyed to, or submitted to any other party for examination without written consent from
Company, unless otherwise negotiated.
8. INSTALLATION. Company may subcontract any part of the Installation to a third-party subcontractor at Company’s sole discretion.
Company shall schedule and coordinate all subcontractor Installation services. Client shall reimburse Company for the costs of the
Installation.
9. INDEPENDENT CONTRACTOR. In all respects, Company shall be deemed an independent contractor.
10. INSURANCE. Company will maintain its standard commercial liability insurance coverage, including workers compensation as
required by Oregon law.
11. LIMITED WARRANTY; DISCLAIMER OF WARRANTY. Company warrants that the Work will be performed in a good and
workmanlike manner, free from material defect, in accordance with industry standards and in accordance with the Proposal
Specifications for 12 months from delivery, as defined in Section 12 of the proposal specifications. Except for the express warranties in
this Agreement, Company expressly disclaims all warranties with respect to the Work, express and implied, including but not limited to
warranties of merchantability or fitness for particular purpose.
12. LIMITATION OF LIABLITY. Client shall notify Company of any claim with respect to defective Work and Company shall have the
opportunity to correct any defective Work (“Corrective Work”). Company shall notify Client in writing within 10 days of any claim of
defective Work that Company intends to correct the defective Work. Company shall arrange to complete the Corrective Work within
30 days of the notice of defect. In no event shall Company’s aggregate liability to Client for damages, including for any direct, special,
incidental, consequential, or punitive damages, arising for any reason or based on any cause of action, including Company’s
negligence or breach of this Agreement, exceed the greater of:
a. The amount of paid insurance proceeds under Company’s liability insurance as may relate to the claim, or
b. The amount that Client has paid to Company for the Work under this Agreement.
13. INDEMNITY. Client shall indemnify, defend, and hold Company harmless from and against any and all claims, liability, damage or
other expenses, including but not limited to reasonable attorney fees arising out of personal injury, death, property damages, or other
loss caused by or connected with the sale of Work to Client, their delivery to Client, or Client's modification or use thereof.
14. ALL SALES FINAL. Work is non-refundable and cannot be returned unless incorrect work is shipped.
15. DELIVERY; RISK OF LOSS. Delivery (“Delivery”) shall be FOB shipping point (Company’s location). Title to the Work and risk of loss
shall pass to Client upon Delivery. Refusal of Delivery may result in additional freight or reconsignment fees to Client, Delays in
shipment due to circumstances outside the Companies control may result in storage fees, incurred monthly. Delivery shall not
prejudice Client’s right to reject defective Work or Work not conforming to the Specification.
16. REJECTION BY CLIENT. Client shall inspect or test all Work upon receipt. Client shall have 15 days in which to reject and notify
Company of any Work delivered by Company which does not meet the standards set forth in the Proposal Specifications. Company’s
liability with respect to any Work rejected by Client shall be limited to replacement or repair of the Work at the Company's option.
Failure by Client to give Company notice in writing of such rejection within 15 days of the date of delivery constitutes acceptance of
the Work and a waiver by Client of all claims in respect to such delivery and Client shall be liable for the Contract Amount. Company
may subject any rejected Work to Company’s standard test procedure. Should said procedure demonstrate that Client erroneously
rejected the Work, Client shall remain liable for the entire Contract Amount that relates to the erroneously rejected Work.
17. WAIVER. Company’s failure to insist upon strict performance of any provision of this Agreement shall not be deemed to be a waiver of
the Company's rights or remedies, or a waiver by the Company of any subsequent default by the Client in the performance of or
compliance with any terms of this Agreement.
18. MISCELLANEOUS. This Agreement is the entire agreement of the parties and binds them and their successors and permitted assigns;
this Agreement shall be governed by the laws of the State of Oregon; jurisdiction with respect to any action or proceeding to enforce
this Agreement shall be with the Circuit Court of the State of Oregon or US District Court with venue in Multnomah County, Oregon; if
a state or federal court in Multnomah County rules that any provision of this Agreement is invalid or unenforceable, such ruling will not
affect the remaining portions of this Agreement; the terms of this Agreement may be modified only by written Agreement signed by
the parties; this Agreement may not be assigned by either party without the written consent of the other party; Company shall not be
liable for its failure to perform under this Agreement due to contingencies beyond its control, including but not limited to, strikes, labor
stoppages availability of required subcontractors, availability of necessary materials, riots, wars, acts of terrorism, fires, natural
disasters, pandemics, or compliance with or changes in laws, regulations, or orders of any government body; in the event any suit,
action or arbitration is instituted to enforce this Agreement or related to this Agreement, the prevailing party shall be entitled to
recover its costs and disbursements incurred together with reasonable attorney fees to be fixed by the court at trial, the arbitrator in
any arbitration proceeding, or upon appeal.
NOTE: This Proposal may be withdrawn by Company if not accepted within 10 DAYS.