Proposal Terms & Conditions

Harbinger Sign

Estimate; Proposal; Payments; Storage Fees. Unless specified, the total Proposal amount does not include electrical, hookup, Permits (defined below), Storage Fees (defined below), engineering costs, surveys, or tax, unless stated, so the final invoice amount (“Full Purchase Price”) may change prior to completion. Harbinger and Customer shall determine a mutually agreeable date for delivery (“Delivery Date”) of the specified work product (“Materials”). At Harbinger’s sole discretion, upon completion of any line item or part of the Materials (each, “Item”), Harbinger may submit to Customer a progress payment invoice (“Invoice”), and Customer shall pay to Harbinger a progress payment attributable to such completed Item (“Progress Payment”) within 30 days of receipt of the Invoice. The Invoice will include Harbinger’s proof of completion of the Item and the amount specified on the Proposal for the Item, plus any applicable tax. No later than 5 days after Harbinger’s delivery (or installation, if applicable) of the Materials, Customer shall notify Harbinger in writing of any quality not in conformance with this Proposal; if Customer fails to do so, Customer waives all rights to reject the Materials on such basis. No later than 30 days after Harbinger’s delivery (or installation, if applicable) of all of the Materials, Customer shall pay to Harbinger the Full Purchase Price, less any down payment, deposit, and Progress Payments received. If Customer refuses or neglects to accept any of the Materials on the Delivery Date, or if Customer defaults on payment when due, Harbinger may declare the entire balance of the Full Purchase Price due and payable, and Customer shall pay Harbinger $ per day (if left blank, $25 per day) that Harbinger stores such Materials (“Storage Fees”). Harbinger will send Customer a monthly invoice for Storage Fees on the 30th day after the first day Storage Fees begin to accrue. 1.5% interest per month will be charged on any unpaid balance, including on any Storage Fees.
Permits; Junction Box; Drilling; Laws. Unless otherwise specified herein, Customer shall be responsible for obtaining any permits or permissions (“Permits”) required to install or maintain the Materials. If installation of the Materials is included in the Proposal, and Harbinger obtains Permits, Customer shall pay all associated costs and legal fees. If installation of the Materials is included in the Proposal, and if applicable, Customer shall provide Harbinger access to a junction box of suitable capacity and approved by the National Electric Code then in effect (“Junction Box”), within 5 feet of the proposed display location of the Materials, prior to installation. Customer shall be responsible for any obstruction of delivery due to any delay in obtaining Permits or providing access to a suitable Junction Box; such an obstruction may result in Customer incurring Storage Fees. If Customer executes this Proposal without obtaining such Permits or providing such access to a Junction Box, then Customer waives any claim against Harbinger for failing to install the Materials within the agreed-upon timeframe. If Customer is responsible for installation of the Materials or if Customer otherwise makes the final connection of the Materials to the Junction Box, Harbinger shall not be liable for damage resulting to the Materials, related components, people, or property due to any such connection. If installation of the Materials is included in the Proposal, and if drilling is necessary for such installation, Harbinger will contact the necessary authorities to locate public underground utilities. Customer shall be solely responsible for identifying the location of private underground utilities or other items; Harbinger shall not be liable for any damage to utilities or items not identified by Customer. If rock or unforeseeable conditions are encountered, requiring special equipment or revisions for Harbinger to install the Materials, Customer shall pay to Harbinger any additional fees for such equipment or revisions. Customer shall be available at all applicable times to provide access to Harbinger and its contractors to allow inspection or repair of the Materials. Each party shall comply with all applicable federal, state, and local laws, ordinances, regulations, and orders, and Customer waives all rights to require Harbinger to adhere to any standards or regulations more restrictive than any applicable law.
Ownership. Harbinger retains all right, title, and interest to the Materials, including any signs, until Harbinger receives the Full Purchase Price, including payment of all Storage Fees (if payment is by check, upon deposit of the funds into Harbinger’s bank account). Customer assumes all risks and liabilities relating to damage to the Materials after delivery (and installation, if applicable), and any such damage will not affect Harbinger’s rights to enforce the Full Purchase Price.
Limited Warranties. Subject to the terms and conditions hereof, Harbinger warrants to Customer that the Materials (excluding any digital display sign (“EGP”)) shall be in accordance with any drawings or specifications submitted, and free from material defects in their construction (and installation, if included in the Proposal and installed by Harbinger) for a period of 1 year after the Delivery Date. With regard to EGPs only, subject to the terms and conditions hereof, Harbinger warrants to Customer that EGPs and their related components shall be free from material defects in their construction (and installation, if included in the Proposal and installed by Harbinger) for a period of 2 years, or for such longer warranty period specified on the Purchase Order, after the Delivery Date. If any of the Materials, including EGPs, (or their installation, if included in the Proposal and installed by Harbinger) is found to be defective during such warranty periods, and if the warranty is still in effect, then Harbinger shall elect to either repair the defect or replace the applicable Materials, free of charge. After such warranty periods have expired, or if such warranty is no longer in effect, then Harbinger may charge Customer normal labor charges for any work performed by Harbinger or its contractors. All applicable warranties are not transferable to third parties. Harbinger will use commercially reasonable efforts to pass-through to Customer the benefit of any warranties on the Materials, including EGPs, to the extent Harbinger has the right to do so. HARBINGER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.
Void of Warranties. All applicable warranties do not cover damages or destruction from the following: (i) acts of God, lightning, wind, rain, flood, fire, earthquake, hurricane, explosion, war, invasion, hostilities, terrorism or threats, or other civil unrest; (ii) abuse, misuse, modification, vandalism, or malfeasance by Customer or any other party except Harbinger; (iii) normal wear and tear; or (iv) Customer’s failure to properly maintain, in accordance with Harbinger’s then-existing instructions and manuals, Materials, including EGPs. Further, all warranties are voided if any of the following occurs: (i) Customer fails to pay to Harbinger the Full Purchase Price; (ii) Customer fails to promptly report to Harbinger a defect; (iii) anyone other than Harbinger provides materials, fabrication, or service for the Materials and/or EGPs. Harbinger will not reimburse any person or company for repairs not reported to or corrected by Harbinger, or (iv) if Harbinger does not install the Materials, Customer and its contractor(s) fail to comply with the following installation requirements (“Installation Requirements”): contemporaneously with the installation of the Materials, Customer or its contractor(s) shall comply with Harbinger’s then-existing instructions and manuals; take photographs of the installation, including the top, bottom, and inside of cabinets and all fans and/or vents (“Photographs”); and complete the warranty checklist and requirements thereon, including with part numbers and serial numbers (“Checklist”). Within 2 business days after installation of the Materials, Customer or its contractor(s) shall e-mail to Harbinger the Photographs and Checklist. Harbinger will not reimburse any person or company for repairs not reported to or corrected by Harbinger.
Indemnification; Limitation of Liability. CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS HARBINGER FROM ANY AND ALL CLAIMS OR DAMAGES RELATING TO THE MATERIALS OR WORK IF CUSTOMER ABUSES, MISUSES, MODIFIES, (FAILS TO COMPLY WITH THE INSTALLATION REQUIREMENTS, IF APPLICABLE) OR FAILS TO PROPERLY MAINTAIN, IN ACCORDANCE WITH HARBINGER’S THEN-EXISTING INSTRUCTIONS AND MANUALS, ANY MATERIALS DELIVERED, INSTALLED, OR REPAIRED BY HARBINGER, OR IF CUSTOMER ALLOWS OTHERS TO DO SO. Harbinger shall not be liable for consequential, special, or punitive damages arising herefrom.
Force Majeure. No party shall be deemed to have breached this agreement for failure or delay in fulfilling any term hereof (except for obligations to make payments) if such failure or delay is caused by or results from acts beyond the affected party’s reasonable control, including without limitation: (i) acts of God; (ii) flood, fire, earthquake, hurricane, or explosion; (iii) war, invasion, hostilities, terrorism or threats, or other civil unrest; (iv) government order or law, other than one delaying issuance of a Permit; (v) actions, embargoes, or blockades after the date of this agreement; (vi) national or regional emergency; or (vii) strikes, labor stoppages, slowdowns, or other industrial event; however, such party shall use diligent efforts to mitigate the effects of such force majeure event and shall give written notice to the other party within 10 days of such event, stating the estimated time delay caused by the event.
Miscellaneous. This Proposal, the terms and conditions of which apply to all purchase orders, contains the entire agreement between the parties relating to the Materials and Work contemplated herein, and supersedes any and all prior or conflicting proposals, agreements, or understandings. Any modification shall be valid only if it is in writing and signed by Harbinger and Customer, which modification is subject hereto to the extent its terms do not conflict herewith. Harbinger’s failure to enforce at any time any terms or conditions of this agreement shall not constitute a waiver of such provision or any other provision hereof. The terms and conditions are binding upon Customer, its agents, successors, or assigns; however, Customer shall not assign this agreement without Harbinger’s prior written consent. If any court of competent jurisdiction declares any provision hereof to be invalid, such determination shall not affect the validity of any other provision hereof, which shall remain in full force and effect. This agreement is governed by the laws of the State of Florida, without giving effect to the principles of conflicts of law. Any action relating hereto must be instituted in federal or state court in Duval County, Florida, and the parties hereby irrevocably submit to the jurisdiction of any such court. In connection with any litigation brought which arises out of or relates hereto, the prevailing party will be entitled to recover all costs associated with same, including reasonable attorneys’ fees at trial and on appeal. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING UNDER THIS PROPOSAL. TIME IS OF THE ESSENCE IN THE PERFORMANCE OF DUTIES UNDER THIS AGREEMENT.