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Terms and Conditions

  1. Applicability. These standard terms and conditions (these “Terms”) are the only terms that govern the sale of products or equipment (collectively, “Equipment”) and/or services (“Services”) by SIGNAL AV, Inc. (“Signal AV”) to the customer (“Customer”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of Equipment and/or Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. The accompanying sales proposal, quote or equivalent that was signed by Signal AV and Customer (collectively, the “Approved Proposal”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms are automatically incorporated into and made part of the Agreement, regardless of whether Customer signs a copy of these Terms.
  2. Prices. Customer shall purchase the Equipment and/or Services (as applicable) from Signal AV at the prices (the “Prices”) set forth in the Approved Proposal. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Customer. Customer shall be responsible for all such charges, costs, and taxes; provided, that, Customer shall not be responsible for any taxes imposed on, or with respect to, Signal AV’s income.
  3. Payment Terms. Except as otherwise set forth in the Approved Proposal, Customer shall pay all invoiced amounts due to Signal AV within 15 days from the date of Signal AV’s invoice. Customer shall make all payments hereunder by credit card, debit card, check, ACH, or wire transfer and in US dollars. Signal AV reserves the right to (a) pass on credit or debit card processing fees to Customer; (b) require certain payments (due to the size of the payment, the size of the project, or otherwise) to be made via ACH or wire transfer; and (c) pass on the related fees to Customer.
  4. Deposits or Down Payments. Signal AV reserves the right to require Customer to make a deposit or down payment prior to ordering any Equipment and/or scheduling any Services. Signal AV is not obligated to order Equipment, schedule work, or begin Services until the required deposit or down payment has been received. Signal AV is not responsible for any delay that results from Customer’s failure to timely pay the deposit or down payment.
  5. Late Payment; Collection Costs. Customer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse Signal AV for all costs and expenses incurred in collecting any amounts owed under this Agreement, including, without limitation, reasonable attorneys’ fees and expenses. In addition to all other remedies available under these Terms or under applicable law (which Signal AV does not waive by the exercise of any rights hereunder), Signal AV shall be entitled to suspend the delivery of any Equipment and/or performance of any Services if Customer fails to pay any amounts when due hereunder and such failure continues for 5 days following written notice thereof. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Signal AV, whether relating to Signal AV’s breach or otherwise.
  6. Delivery of Equipment; Title and Risk of Loss. Signal AV shall use commercially reasonable efforts to meet any estimated delivery dates for the Equipment specified in the Approved Proposal (if any), but any such dates shall be estimates only (and Signal AV shall have no liability for failure to meet said date(s)). Title and risk of loss pass to Customer upon delivery of the Equipment to Customer. As collateral security for the payment of the purchase price of the Equipment and Services, Customer hereby grants to Signal AV a lien on and security interest in and to all of the right, title, and interest of Customer in, to, and under the Equipment, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof. The security interest granted under this provision constitutes a purchase money security interest under the Minnesota Uniform Commercial Code. Customer authorizes Signal AV to file any financing statements or other documents necessary to perfect or maintain such security interest without further notice to or consent of Customer.
  7. Returns; Special-Order Equipment. Signal AV is not a retail store and does not maintain inventory for resale or exchange. Upon receipt of the applicable deposit or down payment, Equipment is ordered specifically for Customer’s project. Once ordered, Equipment may not be returnable. Any return, exchange, cancellation, restocking fee, shipping cost, or related cost is subject to manufacturer and/or distributor approval and shall be Customer’s responsibility to the extent applicable. Custom, special-order, opened, used, programmed, configured, or installed items are not eligible for return or exchange unless expressly approved in writing by Signal AV.
  8. Performance of Services. Signal AV shall use commercially reasonable efforts to meet any performance dates to render the Services specified in the Approved Proposal, but any such dates shall be estimates only (and Signal AV shall have no liability for failure to meet said date(s)).  With respect to the Services, Customer shall (a) cooperate with Signal AV in all matters relating to the Services and provide such access to Customer’s premises, and such areas of the premises as may reasonably be requested by Signal AV, for the purposes of performing the Services; (b) respond promptly to any Signal AV request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Signal AV to perform Services in accordance with the requirements of this Agreement; (c) provide such customer materials or information as Signal AV may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (d) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
  9. Change Orders; Scope Changes. Any work outside the scope of the Approved Proposal is not included in the Agreement and shall not be performed by Signal AV unless agreed to in writing by both parties as a change order or additional work. Change orders may require additional payment prior to commencement of any additional work and may affect the project schedule or completion timing. Signal AV shall have no liability for any delay in project completion resulting from a change order.
  10. Customer’s Acts or Omissions. If Signal AV’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees (as applicable), Signal AV shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
  11. Site Conditions; Access; Delays. Signal AV is not responsible for concealed or pre-existing site conditions that were not reasonably discoverable at the time the Approved Proposal was created, including existing wiring issues, concealed wall or ceiling conditions, undocumented prior work, or code violations created by others. Such conditions may require additional labor, materials, or change orders. If Signal AV cannot access the site as scheduled or the site is not ready for Signal AV’s work, the scheduled visit may be billable and/or rescheduled at Customer’s expense. Waiting time caused by lack of access, site unreadiness, or Customer-caused delays may be billable at Signal AV’s then-current rates.
  12. Customer-Supplied Equipment. Signal AV is not responsible for the performance, compatibility, condition, warranty, or longevity of any equipment supplied by Customer (collectively, the “Customer-Supplied Equipment”). Signal AV makes no warranties with respect to Customer-Supplied Equipment. Labor to integrate, configure, diagnose, troubleshoot, or work around Customer-Supplied Equipment, and any additional trips required because of issues with Customer-Supplied Equipment, are billable at Signal AV’s then-current rates. Signal AV is not responsible for storing, protecting, or managing any Customer-Supplied Equipment or equipment removed from service that is left onsite following project completion or termination of this Agreement. Signal AV shall have no liability for any loss, theft, damage, or deterioration of such equipment.
  13. Limited Warranties for Equipment and Services.
    • Signal AV is not the equipment manufacturer; therefore, Signal AV does not provide any warranties on the Equipment. However, with respect to any Equipment purchased hereunder, Signal AV will pass-through to Customer any warranties from the equipment manufacturer to the full extent permitted by the terms of said warranties.
    • EXCEPT AS OTHERWISE SET FORTH IN Section 13(a) WITH RESPECT TO ITS AGREEMENT TO PASS-THROUGH WARRANTIES TO THE EXTENT PERMITTED, SIGNAL AV MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE EQUIPMENT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
    • Signal AV warrants to Customer that it shall perform the Services in a workmanlike manner in accordance with generally recognized industry standards for similar services. Specifically, Signal AV warrants to Customer that for a period of 90 days from substantial completion of the Services (“Warranty Period”), such Services will be free from material defects in workmanship (the “Stabilization and Workmanship Warranty”). During the Warranty Period, Signal AV will provide reasonable labor to resolve issues directly related to Signal AV’s workmanship within the original project scope at no additional charge. The Stabilization and Workmanship Warranty does not cover Customer-Supplied Equipment, manufacturer defects, internet or provider issues, misuse, damage, changes made by Customer or others, or work performed by parties other than Signal AV.
    • EXCEPT FOR THE SERVICE WARRANTIES SET FORTH IN Section 13(c), SIGNAL AV MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.
    • Signal AV shall not be liable for a breach of the warranties set forth in this Section 13 unless: (i) Customer gives written notice of the defective or non-conforming Services, reasonably described, to Signal AV within 15 days of the time when Customer discovers or ought to have discovered the defect; (ii) if applicable, Signal AV is given a reasonable opportunity after receiving the notice of breach of the warranties to examine the work product of the Services; and (iii) Signal AV reasonably verifies Customer’s claim that the Services are defective or non-conforming. Further, Signal AV shall not be liable for a breach of the warranties set forth in this Section 13 if: (i) Customer makes any further use of such Equipment or the work product of the Services after giving such notice; (ii) the defect arises because Customer failed to follow Signal AV’s oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Equipment or the work product of the Services; or (iii) Customer alters or repairs such Equipment or the work product of the Services without the prior written consent of Signal AV.
    • Subject to this Section 13, with respect to any Services subject to a claim under the Stabilization and Workmanship Warranty set forth in this Section 13, Signal AV shall, in its sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the price of such Services at the pro rata contract rate.
    • THE REMEDIES SET FORTH IN this Section 13 ARE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SIGNAL AV’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN this Section
  14. Service Calls; Manufacturer Warranty Labor. After the expiration of the Warranty Period, return visits and service calls are billable at Signal AV’s then-current rates unless Signal AV separately agrees otherwise in writing. Signal AV may charge minimum service fees, trip charges, or diagnostic fees in connection with any such visits. Manufacturer defects or warranty replacements do not automatically include Signal AV labor at no charge; such labor is billable unless the manufacturer reimburses Signal AV or Signal AV separately agrees in writing.
  15. Optional Service Plans. Any optional ongoing support or maintenance plan offered by Signal AV, including any Signal Assist, Signal Assist Plus, or Signal Assist Premier plan, is separate from the Stabilization and Workmanship Warranty and is governed by its own separate terms and conditions.
  16. Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL SIGNAL AV BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SIGNAL AV OR CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
  17. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL SIGNAL AV’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID TO SIGNAL AV BY CUSTOMER FOR THE EQUIPMENT AND SERVICES SOLD HEREUNDER. NOTWITHSTANDING THE FOREGOING, The limitationS set forth in THIS SECTION 17 shall not apply to liability resulting from Signal AV’s gross negligence or willful misconduct.
  18. Termination. In addition to any remedies that may be provided under these Terms or under applicable law, Signal AV may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (a) fails to pay any amount when due under this Agreement and such failure continues for 5 days after Customer’s receipt of written notice of nonpayment; (b) has materially failed to perform or comply with any provision of these Terms and such failure continues for 10 days after Customer’s receipt of written notice from Signal AV describing such failure in reasonable detail; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
  19. Waiver. No waiver by Signal AV of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Signal AV. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
  20. Confidential Information. All non-public, confidential or proprietary information of Signal AV, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Signal AV to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Signal AV in writing. Upon Signal AV’s request, Customer shall promptly return all documents and other materials received from Signal AV. Signal AV shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.
  21. System Programming; Work Product. All system programming, configurations, code, scenes, automations, network layouts, and design documents developed by Signal AV in connection with the Services are and shall remain the proprietary work product of Signal AV. Customer is granted a limited, non-exclusive license to use such work product solely in connection with the installed system at Customer’s premises. Signal AV does not warrant that programming or configurations will remain unaffected by changes made by Customer, third parties, manufacturers, or firmware or software updates; any modifications required as a result of such changes are billable at Signal AV’s then-current rates.
  22. Photography and Marketing Rights. Signal AV may photograph and/or video record work performed at Customer’s site and use such images and recordings for internal documentation, marketing, sales, training, portfolio, and general promotional purposes. Signal AV shall not display or publish any images or recordings showing any person, or that identify Customer or the location of the work, without Customer’s prior written consent.
  23. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Customer to make payments to Signal AV hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including acts of God, flood, fire, earthquake, pandemic, war, terrorism, government action, labor disputes, supply chain disruptions, equipment or component shortages, manufacturer production delays or product discontinuation, or shipping and logistics delays.
  24. Assignment; No Third-Party Beneficiaries. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Signal AV. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under this Agreement. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.
  25. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  26. Governing Law; Venue. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Minnesota. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the courts of the State of Minnesota located in Hennepin County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  27. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Approved Proposal or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
  28. Severability; Amendment. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.
  29. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Exclusion of Damages, Limitation of Liability, Confidential Information, Governing Law and Venue, and Survival.

Signal AV

Excelsior, MN, 55331, United States
p: (612) 369-4204
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