Terms & Conditions
ACCEPTANCE.  The proposal embodied by this document and any writings incorporated by reference (collectively, the “Agreement”) may be accepted by any definite and seasonable expression of acceptance.  Acceptance is limited to the terms and conditions of the Agreement; no additional or different terms or conditions contained in any acceptance shall become part of the contract formed as a result of such acceptance.  This Agreement may not be modified except by written agreement signed by a duly authorized representative of Signature Milestones. Any provisions of Client’s purchase order or other document, which is inconsistent with the foregoing, shall be of no force and effect.
    
FORCE MAJEURE.  Signature Milestones shall not be liable for any failure of any performance under this Agreement if such failure is occasioned by war, labor shortage, materials shortage, fire, flood or by any act of God, or by any other cause beyond the control of Signature Milestones.  Time is not of the essence with respect to Signature Milestones' performance hereunder.  

PAYMENT AND TERMS. The sales price shall be as stated on the front side of this proposal. The services to be provided by Signature Milestones are limited to those specifically delineated on the front side of this proposal.  Final payment is due fourteen (14) days prior to the date of Event, time being of the essence.  Accounts past due shall be charged a late fee at a rate of 1.5% per month (or 1.0% per month if a “consumer transaction” as defined under applicable law), or the maximum amount permitted by law, from the date of invoice.  To the extent permitted by applicable law, Client shall be liable to Signature Milestones for all costs of collection, including but not limited to actual reasonable attorney fees, incurred by Signature Milestones in connection with actions or efforts to collect any balance owed by Client.  All returned checks will result in a $50.00 penalty.

EXPENSES.  Client shall reimburse Signature Milestones for any out of pocket expenses, including mileage, incurred by Signature Milestones in the course of performing its duties hereunder.

DEPOSITS.  All deposits by Client are nonrefundable unless otherwise agreed by Signature Milestones.

OWNERSHIP OF DESIGN.  Design documents including, but not limited to, sketches, compilations, designs, illustrations, photography, models, and all other design elements, regardless of form or format (collectively, the “Design Documents”) are the exclusive property of Signature Milestones.  Exclusive copyright of the Design Documents is reserved by Signature Milestones.  Upon full payment of all fees and costs, Client shall only be granted the rights to use the Design Documents for personal use, and shall not sell or reproduce the Design Documents without Signature Milestones’ prior written consent.

LIMITATION OF WARRANTY.  Signature Milestones shall not be liable to Client or anyone claiming by, through, or under Client for any error of judgment or mistake of law or for any loss, except a loss resulting from willful malfeasance, bad faith or gross negligence on the part of Signature Milestones.  Signature Milestones shall not be liable to Client for failure of any vendor to perform.  SIGNATURE MILESTONES MAKES NO ADDITIONAL WARRANTIES WITH RESPECT TO THE PRODUCTS OR SERVICES SOLD HEREUNDER.  ANY IMPLIED WARRANTY OF MERCHANTABILITY, AND ANY IMPLIED WARRANTY THAT THE GOODS OR SERVICES ARE FIT FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED.      

LIMITATION OF LIABILITY.  Notwithstanding any other provision, the total liability, in the aggregate, of Signature Milestones and Signature Milestones’ officers, directors, employees, and agents to Client for any and all claims, losses, costs or damages whatsoever arising out of, resulting from or in any way related to the goods or services provided by Signature Milestones shall not exceed the amounts actually received by Signature Milestones from Client. Notwithstanding any other provision, Signature Milestones and Signature Milestones’ officers, directors, employees, and agents shall not be liable to Client for any special, incidental, indirect or consequential damages whatsoever.

EXCLUSIVE REMEDY.  Client’s sole and exclusive remedy for breach of any warranty hereunder shall be the repair or replacement of any defective goods or services, at Signature Milestones’ expense.  Signature Milestones shall have no liability under the foregoing warranty unless Client, at its expense, has provided Signature Milestones a clear written statement describing the alleged defect, its consequences and, if applicable, returned the allegedly defective product to Signature Milestones.  

GOVERNING LAW; JURISDICTION.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of Wisconsin, exclusive of Wisconsin’s conflict of laws provisions. Any and all claims, questions or disputes regarding the interpretation performance and enforceability of this Agreement, the rights and remedies of the parties hereunder, and all related actions of counterclaims shall be initiated and or prosecuted exclusively in Outagamie County Circuit Court, Appleton, Wisconsin. The parties further agree to submit to the jurisdiction of said courts.

ENTIRE AGREEMENT.  This Agreement is the entire agreement between the parties with respect to the transaction contemplated herein and supersedes all previous written or oral negotiations, commitments and writings.  No promises, agreements, representations or warranties with respect to said transaction have been made by any of the parties except as set forth herein.

BINDING EFFECT.  This Agreement shall bind and benefit the parties and their respective personal and legal representatives, heirs, successors and permitted assigns.  

AUTHORITY.  Each party warrants to the other party that is has the authority to enter into this Agreement and that all necessary corporate or other approvals have been or will be obtained.

INDEPENDENT CONTRACTOR.  Each party acknowledges that it is an independent contractor and is neither an agent, partner, joint venturer nor employee of the other party.  A party shall have no authority to bind or otherwise obligate the other party in any manner nor shall a party represent to anyone that it has a right to do so.

WAIVER.  The failure of either party to insist on strict performance of this Agreement by the other, according to the terms and understanding herein set forth, shall not be construed as a waiver of the right to insist on such performance and no waiver by either party of any breach by the other of any provisions hereof shall be deemed a waiver of any other prior or subsequent breach.

SEVERABILITY.  Each provision of this Agreement shall be considered severable, and if for any reason any provision or provisions of this Agreement are determined to be invalid and contrary to any existing or future law, the invalidity shall not affect or impair the operation of those portions of this Agreement that are valid, or the application of such provisions in situations in which they are not invalid.

CANCELLATION.  In the event of a cancellation, all outstanding payments will be immediately due and payable.