YESCO Standard Terms and Conditions

YESCO STANDARD TERMS AND CONDITIONS

TERMS: The terms and conditions described in this document are incorporated by reference into a written estimate, quotation, proposal, agreement, order, or other transaction form (“Transaction Document”) (together with these YESCO Standard Terms and Conditions, the “Agreement”), and pertain to the manufacturing, repair, service, installation, or other goods or services provided by YESCO (the “Work”, “goods”, "products", and/or “services”, including, if applicable, "Service Work" as defined below) as requested by you, the Customer, as further described in the Transaction Document. “YESCO” refers to the entity providing the Work, as identified in the applicable Transaction Document, or in the absence thereof, YESCO LLC, a Utah limited liability company, doing business in California as YESCO Signs LLC.
PRICING EXCLUSIONS: YESCO's pricing does not include sales and use taxes, tariffs, customs fees, duties, or other charges levied by customs or taxing authorities, including any material cost increases due to the escalation of any of these costs (“Assessments”). Assessments may be noted in the Transaction Document; however, they are only estimates. You agree to pay the actual cost for these Assessments as invoiced by YESCO. You agree to bear the risk of Assessment increases in excess of the amounts included in the Transaction Document, including increases due to changes in sales tax rates, tariff increases, or similar occurrences.
PAYMENT: In the absence of specified payment terms in the Transaction Document, you agree to pay 50% of the purchase price upon signing this Agreement and to pay the remaining balance upon completion of the Work. You agree to pay monthly payments, if any, on the first business day of each month in advance. If you choose to make payment(s) by credit card, you agree to pay a 2% surcharge on the total amount of such payment(s). In the event that YESCO is ready to install the products but you are not, you agree to pay YESCO the remaining Agreement balance, less 5% retention, at such time that YESCO is prepared to commence installation; you agree to pay the 5% retention at the earlier of the completion of installation or 90 days from the date YESCO is ready to commence installation.
INSPECTION: You must carefully inspect the Work within ten calendar days after delivery. If the Work does not meet the written requirements as the described in the YESCO Transaction Document, or if the Work has any defect in manufacture, installation, or operation, you must give YESCO written notice of the nonconformance or defect claimed within five calendar days. ABSENCE OF SUCH WRITTEN NOTICE SHALL BE CONCLUSIVE EVIDENCE THAT THE WORK IS ACCEPTABLE TO YOU AS DELIVERED. If a third-party carrier delivers any goods, you must inspect the goods and promptly notify YESCO and the carrier if any damage exists before moving the goods from the place of delivery. If damage exists, you must retain the packing materials and otherwise comply with all requirements necessary to preserve all claims against the carrier. If you or your agent moves the goods before inspecting the goods, accept the goods in a damaged condition, or otherwise fail to comply with the requirements of this paragraph, YESCO shall have no responsibility for defects notwithstanding the warranty set forth below.
INSTALLATION: If the Work involves installation of goods, additional work beyond that contemplated in the Agreement will be required if YESCO encounters subsurface or concealed conditions which are extraordinary or unexpected such as subsurface water, caliche, rock, utilities, or pipelines. You must compensate YESCO for such additional work on a time and materials basis at YESCO’s standard rates. Further, YESCO shall not be responsible for damage to underground pipes, sewer lines, sprinkling systems, or any other underground obstructions unless notified of them in writing prior to commencement of the Work. Absent such written notification, you agree to pay for any resulting damage. YESCO is not an Exterior Insulation and Finish System (“EIFS”) contractor, and if YESCO’s responsibilities hereunder involve penetrations of EIFS, YESCO will seal such penetrations with products and procedures that are common in the sign industry—but which may not meet EIFS warranty requirements. YESCO shall thereafter have no responsibility for damage resulting from the penetrations.
LIMITED WARRANTY: A. Manufactured Products. YESCO warrants that products manufactured and installation services provided by YESCO will be free from material defects in workmanship and materials for a period of one year from the date of delivery. On-site labor is warranted only where YESCO performs the installation. Upon expiration of the one-year warranty, labor and materials are warranted solely in accordance with manufacturers’ separate warranties, if any.

B. Electronic Displays and Programable Lighting. Electronic displays and programable lighting products, related controllers, and similar components are warranted solely in accordance with the manufacturer’s warranty, if any. You agree to look solely to the manufacturer of such products for any warranty and related claims.

C. Service Work and Lighting Retrofits. YESCO warrants that service, repair and/or lighting retrofit services (e.g., the upgrade of existing light fixtures) will be free from material defects in workmanship for a period of 90 days from the completion of the repair, maintenance, and/or retrofit. YESCO’s warranty includes on-site labor only; any goods are warranted solely in accordance with the manufacturer’s warranty, if any

YESCO’s warranties exclude damage caused by ordinary wear and tear, accident, abuse, misuse, misapplication of electricity, extreme winds, hail, or other casualty, unless the same is caused solely by YESCO. YESCO SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY TYPE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR, FITNESS FOR PURPOSE. YESCO will either repair or replace, at YESCO’s election, any part of the goods or services that prove to be materially defective during the warranty period, in accordance with the terms of the above warranties. YESCO’s warranties terminate upon movement of the goods and/or worked performed on the goods by you or others.
SERVICE, REPAIR, AND MAINTENANCE SERVICES: If the Work includes the service, repair, or maintenance of goods (“Service Work”) for a monthly or up-front fee, the provisions of this paragraph will apply. So long as your payment obligations are current, and you are not in default to YESCO or any YESCO affiliate under any agreement (e.g., a lease agreement), including this Agreement, YESCO agrees to perform the Service Work described in the Transaction Document. When the goods require Service Work, you agree to notify YESCO in writing, and YESCO agrees to expedite scheduling the Service Work on a priority basis. Unless specifically included in the description of the Service Work, the Service Work excludes, and you agreed to hold YESCO harmless for any liability arising from,: (i) the repair or replacement of structural defects of any kind; (ii) cleaning or painting, (iii) work and materials that would be necessary to conform the goods to the National Electrical Code, Qualified Electrical Testing Laboratory specifications, and/or building or local requirements, and (iv) rappelling or the provision of specialty high-reach equipment or swing stage/davit systems. You represent that goods that are not new are fully functional and properly grounded at the commencement of this Agreement; in the event the goods are not functional or properly grounded, you agree to pay for any necessary repairs on a time and material basis. YESCO’s obligation to perform the Service Work is limited to ordinary maintenance and repair, and is inapplicable to damage or destruction due to accident, abuse, misuse, vandalism, riot, terrorism, theft, fire, misapplication of electricity, extreme winds or rain, hail, wildlife or rodent damage, or other casualty, unless and to the extent the same is caused solely by the active negligence of YESCO.
RISK OF LOSS, DAMAGE, OR DESTRUCTION; INSURANCE: Except to the extent of damage caused by the negligent or otherwise wrongful acts of YESCO, you bear all risk of loss or damage to any goods, including, without limitation, loss or damage caused by seizure, casualty, vandalism, terrorism, accident, theft, riot, strike, insurrection, war, fire, and acts of God. Any shipments are FOB YESCO. Until your obligations are fully satisfied, at your sole cost and expense, you must insure any goods against loss or damage at least in the amount owed to YESCO for the Work, and you must name YESCO as loss payee with respect to such insurance.
LIENS AND TAXES: Until your obligations are fully satisfied, at your sole cost and expense you must maintain the Work free and clear of all levies, liens, and encumbrances. You must declare as required, and pay when due all taxes, fees, assessments, charges, and all associated penalties and interest (collectively “Assessments”). If YESCO, at its option, pays any Assessments, you must immediately reimburse YESCO for the same.
SECURITY INTEREST: Until your obligations are fully satisfied, you agree that the Work and related goods are YESCO’s property, free of any ownership claim by you, the owner of any adjacent realty, or the creditors of either. To secure the performance of your obligations, including, without limitation your payment obligations, you grant to YESCO a security interest in the goods and permission to perfect, assign, amend, continue, and terminate the security interest in any way allowed by applicable law, both as to personal property and as to fixtures.
DEFAULT: If you default in the payment of any amount when due, or fail to perform any other obligation in this Agreement after delivery of the Work or after YESCO is ready to perform the Work, whichever first occurs, or if at any time bankruptcy, receivership, or other insolvency proceedings are commenced by or against you or any guarantor, you will, without notice, become obligated to immediately pay to YESCO an amount equal to the sum of 1) all previously billed but unpaid amounts, and 2) all unbilled remaining amounts and other payments owed to YESCO pursuant to any other agreement between you and YESCO or any of YESCO’s affiliates. In addition, YESCO has the right to stop the Work, including, without limitation, suspending warranty obligations until YESCO is paid in full. You agree that these remedies for default are fair and reasonable compensation for the damage to YESCO resulting from your breach, and are not a penalty. YESCO’s acceptance of a late payment(s) or forbearance of any other event of default shall not operate as a waiver of YESCO’s rights as to any subsequent late payment(s) or any other event of default.
REPOSSESSION: If you fail to make any payment when due or otherwise default in any of your obligations in this Agreement, YESCO may terminate this Agreement and may (but has no obligation to) repossess the goods or any component(s) thereof, without resort to judicial process, and without liability for trespass. YESCO’s right of repossession includes the right to remove the goods, and also to disconnect or otherwise render the goods unusable. Repossession is not an acceptance of your surrender of the goods, and shall not require patching painting, touch up, etc. afterwards. YESCO’s rights of termination and repossession shall be in addition to and not as an alternative to YESCO’s right to its other remedies in this Agreement and any other remedy available at law or in equity.
INDEMNIFICATION: Except to the extent of YESCO’s negligence or willful misconduct, you agree to indemnify, defend, and hold harmless YESCO and its officers, directors, employees, agents, and subcontractors from any and all claims, costs, expenses (including reasonable attorney’s fees), damages, and liabilities, at law or in equity arising out of or related to the Work. The provisions of this paragraph shall survive the completion of the Work and/or the termination of the Agreement.
DISPUTES: The parties agree to use good faith efforts to resolve any claims or disputes that may arise. If unsuccessful for any reason, at YESCO’s sole option and upon YESCO’s written notice to you, such claims or disputes may be submitted to formal mediation, with each party to pay one-half of the costs. In the event of litigation, venue of any action shall be in Salt Lake County, State of Utah. This Agreement shall be governed and construed in accordance with Utah law, without regard to its conflict of laws provisions. YESCO shall not be liable for special, indirect, incidental or consequential damages, including lost profits, irrespective of cause or theory. If YESCO places this Agreement with a collection agency or an attorney for collection or enforcement, you must pay all costs and expenses resulting therefrom, including reasonable attorneys’ fees, costs, and expert witness fees.
LIMITATION OF LIABILITY FOR PATROL, INSPECTION, AND SURVEY SURVEYS : YESCO’S PATROL, INSPECTION, AND SITE SURVEY SERVICES ARE NOT SAFETY INSPECTIONS. YOU AGREE THAT THE MAXIMIMUM LIABILITY OF YESCO FOR ANY NEGLIGENCE IN THE PERFORMANCE OF SUCH SERVICES IS LIMITED TO TWO TIMES THE SUM OF ALL FEES (IF ANY) RECEIVED BY YESCO THAT ARE DIRECTLY ATTRIBUTABLE TO SUCH SERVICES. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD YESCO HARMLESS FROM ANY CLAIM, LOSS, OR DAMAGES (INCLUDING ATTORNEY'S FEES) IN EXCESS OF SUCH LIMIT.
POSSESSION, TRANSFERS, AND ASSIGNMENT: Until your obligations herein are fully satisfied, you must keep any goods in your sole possession and control, and will not allow the goods to be modified, relocated, removed, or otherwise tampered with in any way without YESCO’s prior written consent. If you determine to sell or otherwise transfer ownership (or other rights) to your business assets, the Work, or the real property on which any goods are located, you agree to deliver to YESCO written notice of such intention at least 30 days prior to closing. At the time of closing and with proceeds therefrom, you agree to pay to YESCO all amounts then outstanding and all unbilled remaining amounts owed to YESCO, unless YESCO has previously agreed in writing to your assignment of this Agreement. All the terms and conditions hereof shall be binding upon and inure to the benefit of the successors, assigns, and legal representatives of the respective parties, including, if applicable, successors to your interest in the Work, the real property upon which any goods are located, and any successor owners of interests in any of your business assets. You may transfer your interests, rights, and obligations in this Agreement only upon the prior written consent of YESCO. YESCO may assign its interests, rights, and obligations in this Agreement as may be expedient to perform the Work.
YOUR SPECIAL DUTIES: You agree to warrant and obtain/maintain all necessary access rights (including computer access, if necessary) for YESCO to safely perform the Work on the premises for which the Work is ordered, and to disconnect, render unusable, and/or remove the Work, or any component or part thereof, free and clear of lien, encumbrance, or claim of trespass. You agree to indemnify YESCO against and hold YESCO harmless from damage or expense resulting from a breach of this provision. The Work excludes primary-side electrical and communication wiring, service, controllers (e.g., timers and photo cells), circuit breakers, and fuses. At your own expense, you agree to furnish and maintain power lines, electrical controls, and data service as necessary for the performance of the goods and compliance with applicable law, and agree to install the same as designated by YESCO ready and in place for connection to the goods at the intended time of installation. For Work in Colorado, connection of the goods to electrical power is excluded from the Work unless specifically described in the Agreement as an inclusion. You agree to provide all necessary reinforcements to any previously existing building, pole, base, or any other object or surface on which the goods will be installed, or which will be utilized by YESCO in the installation or access thereof, if applicable. You agree to advise YESCO in writing of all cellular antennas, microwave, and other equipment or hazards that may be dangerous to workers. YESCO’s performance is subject to you properly securing or otherwise rendering safe all such dangers whenever YESCO’s employees will be in the area.

You represent and warrant that you are solely responsible for the selection of any LED electronic displays, and will hold YESCO harmless from any claim relating to deficiencies in the performance, quality, longevity, or functionality of the same, except in the case of and to the extent of physical damage to the displays caused solely by the active negligence of YESCO.
You agree to bear all permitting, entitlement, and other compliance costs and risks pertaining to federal, state, or local laws, regulations, and ordinances or authoritative interpretations that relate to the placement, configuration, and, operation, and use of the goods and services, including, without limitation, land use, building, and lane closure permits requrired to perform the Work. You acknowledge that outdoor advertising laws generally prohibit advertisements that are not the principal business, products, services, or activities where the advertisement is located. You agree to be solely be responsible for the procurement of outdoor advertising permits (if desired) and compliance with outdoor advertising laws. You acknowledge and agree that your rights, whether arising under contract, permit from a land use authority, or otherwise, to install or operate the Work may be or become subject to revocation, limitation, suspension, condemnation, modification, restriction, or adverse interpretation by judicial, governmental agency, or other third party action. Upon the occurrence and during the pendency of any such event, you will not be released from your payment obligations under this Agreement.
MISCELLANEOUS PROVISIONS:
1. No statement made by YESCO’s account executive(s) will be binding on YESCO unless incorporated in this Agreement in writing. Although the Agreement may be signed by YESCO’s account executive(s), the Agreement shall not be binding upon YESCO for any purpose until an executive officer or another authorized agent of YESCO accepts this Agreement by providing a written signature evidencing such acceptance on the applicable Transaction Document.
2. Time is of the essence. All past due amounts shall bear an annual interest rate of the lesser of eighteen 18% or the maximum rate allowed by law.
3. Performance by YESCO shall be subject to delay due to strike, labor dispute, breakage, fire, unforeseen commercial delays, infectious disease, epidemic, pandemic, insurrection, war, acts of terror, acts of God, governmental regulation, or other causes beyond YESCO’s reasonable control.
4. YESCO shall not be responsible for radio or television interference, nor for the replacement of light emitting diodes, neon tubing or other tubing because of color change or reduction of brilliance.
5. YESCO’s listing of contractor’s licenses available on the Internet at http://www.yesco.com/licenses.html is incorporated by reference herein.
6. If any part of this Agreement is found invalid or unenforceable, that part will be amended to achieve as nearly as possible the intent and economic effect of the original provision to the fullest extent permitted by law, and the remaining provisions shall continue in full force and effect.
7. Except for original works created by you or your agents, all designs, animations, or other advertising content (collectively, “Content”) provided by YESCO is the sole property of YESCO. You warrant that you have the full legal right to use any original works created by you and delivered to YESCO by you for your use. You are granted a non-exclusive, non-transferable license to use the YESCO-owned Content for so long as you operate your business. You agree to not create derivative works of the YESCO-owned Content. YESCO may reject any request for Content that YESCO determines may reflect adversely on the character, integrity, or standing of any person or business.

This Agreement is a complete integration and final expression of the agreement between the parties, and may not be amended, supplemented, or otherwise modified except by written agreement executed by authorized representatives of each.