TERMS AND CONDITIONS

These Standard Terms and Conditions are hereby incorporated by reference into and form an integral part of any written estimate, quotation, proposal, work order, purchase order, service request, invoice, agreement, or other transaction document issued by or accepted by the parties (each a “Transaction Document”). Collectively, the applicable Transaction Document together with these Standard Terms and Conditions shall constitute the “Agreement.”

The Agreement governs all manufacturing, fabrication, repair, maintenance, service, installation, consulting, and other goods and services (collectively, the “Work,” “goods,” and/or “services”) provided by Turner Signs and/or YESCO Calgary at the request of the customer (“CUSTOMER”), as more particularly described in the applicable Transaction Document.

References to “TURNER SIGNS / YESCO CALGARY,” the “SUPPLIER,” or similar terms shall mean the legal entity providing the applicable Work as identified in the relevant Transaction Document, or, where no such entity is specifically identified, shall mean Turner Signs (2009) Ltd. and/or Calgary Sign and Lighting Service Ltd. carrying on business as YESCO Calgary, Alberta.
 

Unless otherwise expressly stated in the applicable Transaction Document, standard payment terms shall be fifty percent (50%) due as a deposit upon acceptance or approval of the order, quotation, or proposal, and the remaining fifty percent (50%) due upon delivery, completion, or substantial completion of the Work, as determined by the SUPPLIER.  All invoices are due and payable from the invoice date indicated thereon. The SUPPLIER reserves the right to withhold production, delivery, installation, transfer of ownership, warranty service, or further performance of Work until all amounts owing are paid in full.
 

In the event the CUSTOMER defaults in the payment of any amount owing under the Agreement or any applicable Transaction Document, the SUPPLIER may, at its sole discretion and without prejudice to any other rights or remedies available at law or in equity, declare the entire outstanding balance immediately due and payable without further notice or demand. Any overdue amounts shall bear interest at the rate of two percent (2.0%) per month, compounded monthly (equivalent to an annual rate of 26.82%), calculated from the invoice due date until paid in full.  The CUSTOMER further agrees to pay all reasonable costs incurred by the SUPPLIER in enforcing or collecting amounts owing, including but not limited to legal fees, court costs, collection agency fees, and other related expenses on a solicitor-and-client basis to the extent permitted by law.
 

The CUSTOMER shall carefully inspect the Work upon delivery, installation, or completion and, in any event, no later than ten (10) calendar days thereafter. If the Work does not materially conform to the specifications, scope, or requirements set out in the applicable Transaction Document, or if the CUSTOMER alleges any defect in materials, workmanship, installation, or operation, the CUSTOMER must provide the SUPPLIER with written notice specifying the alleged nonconformity or defect within five (5) calendar days of discovery and within the initial ten (10) calendar day inspection period.

Failure to provide such written notice within the time prescribed shall constitute irrevocable acceptance of the Work and acknowledgment by the CUSTOMER that the Work has been completed in accordance with the Agreement and is satisfactory as delivered and/or installed.
 

Title to all goods, products, materials, and equipment supplied by the SUPPLIER shall remain vested in the SUPPLIER until the SUPPLIER has received full payment of all amounts owing under the Agreement, including all applicable taxes, interest, and additional charges.

Notwithstanding the foregoing retention of title, all risk of loss, theft, damage, or destruction to the goods shall pass to the CUSTOMER upon delivery to the project site, installation location, or other point of delivery specified by the CUSTOMER. Any such loss or damage occurring after delivery shall not relieve the CUSTOMER of its obligation to pay the full purchase price and all other amounts owing to the SUPPLIER.  The SUPPLIER shall retain all rights and remedies available at law or in equity to enforce payment and recover amounts outstanding.
 

In the event completed or partially completed goods, materials, or equipment are required to remain at the SUPPLIER’s facility due to project delays, scheduling issues, site readiness issues, or other circumstances not caused by the SUPPLIER, the SUPPLIER reserves the right to charge reasonable storage and handling fees commencing thirty (30) days after notice that the goods are ready for delivery or installation.  Unless otherwise agreed in writing, storage fees shall accrue on a monthly basis until delivery, installation, or pickup is completed.  Goods remaining unclaimed, undelivered, or otherwise held for more than sixty (60) days due to the CUSTOMER’s delay or inaction may, at the SUPPLIER’s sole discretion and upon reasonable notice to the CUSTOMER, be deemed abandoned. The SUPPLIER may dispose of, sell, recycle, or otherwise deal with such goods without liability, and the CUSTOMER shall remain responsible for all unpaid balances, storage charges, disposal costs, and any deficiency remaining after disposition.
 

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, assigns, and legal representatives. The CUSTOMER shall not assign, transfer, delegate, or otherwise dispose of any rights or obligations under the Agreement without the prior written consent of the SUPPLIER, which consent may be withheld at the SUPPLIER’s sole discretion, unless all amounts owing under the Agreement have been paid in full. Any attempted assignment or transfer by the CUSTOMER in contravention of this provision shall be void and of no force or effect.
 

For all electric or illuminated signage, the CUSTOMER shall be responsible for ensuring that suitable electrical service is provided to the sign location and connected in accordance with all applicable federal, provincial/state, and local electrical codes and regulations. All electrical connections and final power hookups must be performed by a properly licensed electrician.

Turner Signs / YESCO Calgary may, upon approval by the CUSTOMER, arrange for and subcontract a licensed electrician to perform such work. Alternatively, the CUSTOMER may retain their own qualified electrician to complete the required electrical work.

Unless expressly stated otherwise in writing, all costs associated with electrical service, including but not limited to permits, trenching, wiring, conduits, breakers, transformers, disconnects, electrical inspections, running power to the sign location, and final electrical connection of the sign, shall be the sole responsibility of the CUSTOMER.
 

Where installation services are included as part of the agreement, the SUPPLIER shall not be responsible for concealed, latent, or unforeseen site conditions that could not reasonably be identified during an initial site inspection, including but not limited to hidden structural conditions, concealed wiring, inadequate backing, inaccessible areas, or other conditions requiring additional labour, equipment, materials, engineering, or specialized installation methods.

Quoted installation pricing is based upon the assumption of safe and adequate site access for delivery, installation, and electrical connection of the signage. Any additional costs arising from restricted access, unforeseen site conditions, required traffic control, additional equipment, after-hours work, or other site-specific requirements shall be the responsibility of the CUSTOMER and may be added to the contract price by written change order.

The SUPPLIER shall not be liable for damage to walls, cladding systems, EIFS (Exterior Insulation and Finish Systems), roofing, waterproofing systems, structural components, finishes, or any other building materials or assemblies arising from or related to the fastening, mounting, removal, or installation of signage, nor shall the SUPPLIER assume responsibility for the preservation or continuation of any manufacturer or building system warranties affected thereby.
 

Where below-grade drilling, excavation, or digging is required, the SUPPLIER shall contact the applicable “Call Before You Dig” or utility locating service to identify publicly registered underground utilities. The identification and disclosure of all private utilities, private lines, irrigation systems, underground structures, or other non-registered subsurface conditions shall be the sole responsibility of the CUSTOMER.

The SUPPLIER shall not be liable for any damage, delay, or additional costs arising from undisclosed or inaccurately identified underground conditions or private utilities.

Quoted pricing for drilling, excavation, and concrete bases is based upon normal soil and site conditions. In the event rock, buried debris, underground obstructions, groundwater, unstable soil, inadequate soil bearing capacity, or other unforeseen subsurface conditions are encountered requiring additional labour, engineering, materials, or specialized equipment, the SUPPLIER reserves the right to issue a written change order and charge additional amounts for such extra work.
 

All products manufactured by the SUPPLIER are warranted against defects in materials and workmanship for a period of one (1) year from the date of installation or delivery, unless otherwise specified in writing. Repair and replacement components, including but not limited to neon, incandescent, and fluorescent lamps, are warranted for a period of ninety (90) days only. Following the expiration of the applicable warranty period, any manufacturer’s warranty, if available and transferable, shall apply.

This warranty is expressly conditional upon the CUSTOMER maintaining the account in good standing, including timely payment of all invoices and amounts owing to the SUPPLIER. 

This warranty does not apply to, and the SUPPLIER shall not be liable for, any damage, defect, or failure resulting from causes beyond the SUPPLIER’s reasonable control, including but not limited to vandalism, misuse, abuse, neglect, improper maintenance, unauthorized alterations or repairs, accidents, fire, flood, wind, hail, lightning, extreme weather conditions, acts of God, or other external forces.
 

The SUPPLIER shall not be liable for any delay in performance, failure to perform, or interruption in the supply of goods or services arising from or caused by circumstances beyond the SUPPLIER’s reasonable control, including but not limited to acts of God, acts or omissions of the BUYER, war, terrorism, civil unrest, riot, fire, flood, severe weather, sabotage, epidemic, pandemic, labour disputes or shortages, strikes, governmental actions, laws, regulations, orders or restrictions, transportation delays or interruptions, shortages of materials, supplier defaults, utility failures, or other unforeseen events.

In the event of any such delay, interruption, or non-performance, the SUPPLIER’s obligations shall be suspended for the duration of the applicable event and for such additional time as may reasonably be required to resume performance. The SUPPLIER may, upon written notice to the BUYER, cancel any affected delivery or portion of the agreement without liability or penalty. Any unaffected portions of the agreement shall remain in full force and effect.
 

In no event shall the SUPPLIER be liable for indirect, incidental, consequential, special, punitive, or economic damages, including loss of profit, revenue, business opportunity, goodwill, or use, whether arising in contract, tort, negligence, or otherwise. The SUPPLIER’s total cumulative liability shall not exceed the amount actually paid under the applicable Transaction Document.