UPDATED: 4/26/2024

1. ACCEPTANCE: This Agreement constitutes The Color Spot Inc (TCS) offer. It constitutes a binding contract on the terms set forth herein when signed by the person or entity for whom it was prepared, or by performance. Your order is subject to schedule availability and applicable state and local taxes. Quotations are contingent upon strikes, accidents, fires, availability of materials, and all other causes beyond our control. Purchaser assumes liability for patent and copyright infringement when goods are made to Purchaser’s specifications. The Buyer accepts full responsibility for determining if any purchased item will perform to the Buyer’s requirements on the substrate(s) to which they are applied. Conditions not specifically stated herein shall be governed by established trade customs. Terms inconsistent with those stated herein, which may appear on Purchaser’s formal order, will not be binding on the Seller. Our work is guaranteed for a specific period depending on the service selected, and we will make a best effort to address any reasonable concerns you may have. Should the client choose to cancel the order after services have been rendered, we reserve the right to charge a 20% cancellation charge, over and above actual charges, to cover additional unbilled internal employee costs, including, but not limited to, internal scheduling, client communications, and company resources. Additional orders will be held until all checks and charges are paid in full for any outstanding work at TCS’ discretion. For any wrap terms, please reference our wrap condition documents before approving this form. For other services, due to the nature of our work being customized for each client, we are not able to return or reuse our products. Once you approve an order, we cannot accept a return, and the scope of the order, and all costs incurred, are applicable and owed.

2. CHANGES IN THE WORK: Should the owner, construction lender, or any public body or inspector direct any modification or addition to the work covered by this Agreement, the agreed-upon price shall be adjusted accordingly. No modification of this Agreement shall be effective unless agreed to in writing and signed by an authorized representative of TCS. All extras, changes in the scope of work, and changes in price must be evidenced by a written change order signed by TCS.

3. LIMITATIONS OF DAMAGES: TCS agrees to start and diligently pursue work through to completion but shall not be responsible for delays. TCS shall not be responsible for errors in plans, designs, specifications, or drawings submitted to TCS defects caused thereby. Under no circumstances shall either party have any liability to the other party for any lost profits or for any indirect, special, or consequential damages, however caused and whether arising under contract, tort, or other theory of liability.

4. SUBCONTRACTS: TCS may subcontract portions of this work to properly licensed and qualified subcontractors as needed.

5. PAYMENT AND INTEREST: Payment shall be made to TCS as provided in the terms of this Agreement. To start a fabrication project, the client will acknowledge this document along with a charge of $350 and any charges for drawings, renderings, or proofs, and any permitting fees where applicable. Permitting will be billed at cost plus $199 acquisition fee unless otherwise agreed to on your order. These charges are non-refundable for any reason at any time. If payment is not made according to any schedule of payments set forth in the terms of this Agreement, TCS has the absolute right to cease the performance of any further work until such time said payment is made. Standard payment terms are as follows unless otherwise discussed by project: 50% deposit with the order confirmation, prior to starting, with the balance to be paid prior to collection or delivery of the finished product. The client will be responsible for the payment all work and designs performed by TCS on behalf of the client. Any invoice not paid within terms of completion is subject to a company late fee per month, or part of month will be added to the original invoice. All products remain the property of TCS until paid for in full. Pending payment for goods supplied, the customer holds the goods as the property of TCS, and the goods must be kept identified as belonging to TCS. If payment is more than ten (10) working days late, TCS may treat said lateness as a material breach of this Agreement, and justifiably refuse to complete the balance of the work required under this Agreement. If non-payment in full after the signage is installed and after ten (10) working days, the purchaser agrees to give us full access to allow us on the property to recover the signage without conflict. Purchaser agrees to pay any applicable interest as reflected on TCS estimate, work order, invoice, and or statement. If final payment is not made pursuant to the terms of this Agreement, such payment due and owing shall bear interest from the date payment is due at the legal rate prevailing at the time, under the laws of the State of Georgia.

6. SERVICES: All necessary electrical wiring, outlets, and connections to the product from the building meter and/or fuse panel will be properly installed, by professional electricians, at the expense of the Purchaser. Costs have been estimated, and Quotes will be honored for a period of 15 days.

7. ATTORNEYS FEES: In the event legal counsel is retained or legal action is instituted for the enforcement of any term or condition of this Agreement, including failure to make payment, TCS shall be entitled to its attorney’s fees in said action, and the costs and reasonable expenses incurred in the prosecution of said action.

8. GOVERNING LAW: This Agreement shall be deemed to have been made in the State of Georgia and shall be construed in accordance with and governed by the laws of the State of Georgia. Any suits brought to enforce, interpret or relating to the terms of this Agreement or alleging default hereunder shall be brought in the Court of Cobb County, Georgia. Parties agree that all actions, suits, whether arising under this agreement and regardless of the legal theory upon which the claims are based may be brought only in a state of federal court situated within the state of Georgia and consent to the exclusive jurisdiction of such courts in any such legal proceedings.

9. INVALIDITY: The invalidity in whole or in part of any portion of the Agreement shall not affect the validity of any other parts hereof.

10. HEADINGS: The paragraph headings hereof are inserted for convenience of reference only and shall in no way alter, modify, order fine, or be used in construing the test of such paragraphs.

11. Subsurface Clause: The installation portion of the above quotes calculated based on easy site access, no obstructions, and average bearing soil. No allowance has been made for rock or abnormal soil conditions. Installation prices quoted are subject to revision where excess rock or other unforeseeable foundation conditions are encountered. If a problem is encountered, you or your representative will be contacted before we proceed, and corrective measures will be taken on a time and material basis. Access difficulties requiring additional equipment to move in or out or downtime for crew and equipment due to access or subsurface problems will be billed to the Owner as extra to this contract.

12. STORAGE FEE: TCS will charge a monthly storage fee of $6.00 per square foot for any product whose installation is delayed with a minimum charge of $50. Charges for storage will commence 90

 days after a scheduled installation.

13. WARRANTIES: TCS warrants and agrees to repair or replace, without cost to the customer, any and all defective TCS manufactured products, due to imperfect workmanship or materials, which TCS has been notified of in writing within 90 days from the date of delivery to the Purchaser. Notwithstanding the foregoing, it is expressly understood and agreed: (1) TCS will not be liable for any damage resulting from faulty installation by others, or damage resulting from lack of proper maintenance after delivery or installation unless this product is covered by a TCS maintenance contract and erected by TCS or its agent. (2) TCS's liability for defective materials or workmanship will be limited to furnishing Purchaser with a proper replacement for the defective part or item FOB destination with the exception that, on Purchaser’s option, the defective part and/or item may be field repaired. The cost of said field repairs must be approved by TCS prior to the commencement of the repair, and failure to obtain approval of TCS shall relieve TCS of its obligations under this warranty. (3) This warranty, in respect to materials and workmanship, pertains exclusively to products manufactured by TCS. And there are no other warranties, expressed or implied, statutory or otherwise, including the warranty of merchantability or fitness for intended purpose.

14. CONFIDENTIALITY: This Agreement and the terms hereof are confidential information of TCS and shall not be disclosed by the client to any third party for any reason whatsoever until services are paid for in full by the client and released for use by TCS.

Trademark and Copyrights: Reproduction in any form, of copyrighted materials without the prior permission of the originator is illegal. It is the responsibility of the client to obtain said permission. We are in no way responsible for obtaining permission and assume prior permission has been obtained by the client before work is submitted.

Use of Images of and References to Completed Work: TCS and Affiliates may, at its sole discretion, use images of completed work and/or refer to the client in TCS portfolio and any other marketing material, including, but not limited to, press releases, brochures, flyers, signs, and vendor marketing material promoting TCS and Affiliates and its services.

Additional Charges That May Apply: If you exceed your determined design time, you will be charged $50.00 for each additional hour over your designated design time. Your designer will make you aware when your accumulated hours are approaching the designated design time. A $100 fee will be added to this invoice for all vehicles delivered to our installation facility that have not been recently washed (i.e., the vehicle must be clean). This fee includes the labor cost of washing your vehicle and a storage fee for housing your vehicle until it can be washed. To avoid this charge, please wash your vehicle before you deliver it to our installation facility.

DOWNTIME AND OFF-SITE INSTALLATIONS: In the event that an on-site installation is scheduled by the CLIENT, any and all downtime will be billed at $165/hour. All CLIENT specified installations will be subject to approval based on location, weather, and availability. Any and/or all aspects of CLIENT installation location that do not meet our installation or vinyl warranty standards will be subject to a loss of warranty of product and installation. All on-site installations will be documented.

Technical Specifications: Technical specifications, recommendations, and all other statements about New Age vinyl films are based upon tests believed to be factual but do not constitute a guarantee or warranty. All New Age films are sold with the understanding that the purchaser will use the vinyl films for the intended purposes in which they were manufactured for following the given parameters of each product. Should New Age vinyl films fail to perform or adhere correctly after specified proper use and application, New Age shall file a claim with the manufacturer of the vinyl for the defective material. New Age requires an actual sample of any vinyl film in question, photographs of failure, and proof of invoice. The manufacturer will make a decision based on the evidence provided. If the claim is denied, New Age will not be held liable for any costs incurred by the purchaser. Under no circumstances shall New Age be responsible for any incidental or other damages outside of New Age's control of the manufactured vinyl films. This applies to the product applied to the vehicle surface; perforated window products do not have a warranty. No additional warranties and implied warranties other than those stated above, which are made expressly in lieu of all other warranties, shall apply to any vinyl films sold by New Age. New Age specifically disclaims and excludes all other warranties.

Please review the above terms and conditions carefully. If you agree to these terms, please sign below.

By: _______________________________

Title: _____________________________

Date: _____________________________

Signature: ________________________