Quote and Order Terms and Conditions

By placing an order with Ludeker LLC, an Indiana Corporation D.B.A. ACS Signs (“ACS”, “we” or “us”), you (and the company you represent) agree to these Quote and Order Terms and Conditions (the “Terms”) herein. In the event of any conflict between these Terms with any other agreements, oral or written representations or covenants, these Terms will prevail. We reserve the right, in our sole discretion, to refuse to accept orders for any reason.

  1. Scope of Work. We will provide and install Materials as defined below (the “Services”) and in accordance with the proofs provided to and approved by you. All proofs are subject to acceptance by both of us and become part of these Terms when duly executed by both parties.  Proofs and other documents exchanged between the parties shall be subject to these Terms, regardless of whether such document references these Terms.
  2. Changes in Scope and Schedules. You or we may request from the other a change to an agreed upon proof (“Change Order”).  We will send you, in writing, any resulting change in the fees payable or a change in the implementation schedule for the Services to be performed, providing the details thereof.  Any Change Order will be effective and made a part of these Terms when duly executed by both parties.
  3. Rights. You represent and warrant that you have the right to:
    1. represent the company or individual purchasing the physical sign and/or other materials (“Materials”);
    2. use all logos, text and/or graphics, including all related intellectual property (“IP”), submitted by you to us (“Submissions”) in the requested capacity and that your use will not infringe on the IP or proprietary rights of a third party;
    3. install the Materials where you have requested, including having all permits and permissions that may be required by law, ordinance or other regulation;
    4. and that no Submissions or Materials could be considered unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of privacy, hateful, racially, ethnically or objectionable.
  1. Ownership. We retain ownership of the Materials until all related invoices are paid in full, at which time you will own the Materials. You retain ownership (or it remains with the owner you licensed it from) of the Submissions at all times, but grant us a limited right to use such Submissions to complete your project and as otherwise stated herein. Except for the Submissions, we retain ownership of all IP, including all design, method, and functionality, used to create the Materials and have full rights to use the same or similar IP to create Materials for other clients.
  2. Design. You agree that you alone are responsible for making sure that the quality of the image you provide is of high enough quality to be satisfactory to you at the size you select on the sign or product that you are purchasing. Images are created and stored in a variety of ways and you agree we are not responsible for ensuring quality images for any image file format available. All signs presumed to be single sided unless noted.
  3. Payments.
    1. Quotes. Quotes are valid for thirty (30) days from the quote date, but are subject to revision based on changes in circumstances and are not to be considered a fixed-fee. Orders must exceed the $100 minimum order price.
    2. Deposits. Due to the custom nature of the Materials, we require a fifty percent (50%) deposit of the quoted price before we commence work.
    3. Invoices. You will pay the invoiced amounts within thirty (30) days from the invoice date and five percent (5%) interest per month for late payments in addition to collection, attorney and court costs incurred by us in collecting such payment. Materials may be invoiced at the time of completion, which may be separate from installation invoicing. Payments may be made by check, credit card or bank transfer and you understand that third-party payment processors you choose to use may have access to your information. You are also responsible for any transaction fees incurred.
    4. Cancellation. If you cancel an order after work has begun or goods have been purchased, you are still responsible for paying the entire contract amount.
  4. Timing. We require six (6) weeks minimum for production and installation after all final approvals and applicable permits are secured. Orders needed under six (6) weeks time may be subject to additional “Rush” fees. We do not guarantee delivery dates and the parties agree that time is not “of the essence”. We will use commercially reasonable efforts to deliver the Materials by the estimated delivery date, but will not refund an order for delivery after such date.
  5. Delivery. Materials may be delivered or shipped and installed at your expense pursuant to a contract with the carrier (or contractor for installation) of our choosing. The risk of loss for the Materials will pass to you upon our delivery of your order to the carrier or your site. Any shipping damage should be reported at the time of delivery to the shipping company. We are not responsible for delays caused by labor disputes, transportation, supplies, or any other circumstances beyond our control.
  6. Installation.
    1. You are responsible for providing, at your expense:
      1. all necessary electrical service for proper operation of the Materials;
      2. a licensed electrician for any electrical hook up;
      3. all permits required by law, ordinance or regulation (we do offer to file for standard city permits at your request and for an additional cost, but are not responsible for ensuring those make your installation and sign compliant and will not be responsible for any resulting fines);
      4. a safe and professional working environment;
      5. travel expenses incurred for installation;
      6. a knowledgeable contact on the day of installation to indicate locations and answer other questions;
      7. removal of existing signs before installation day and a flat installation surface unless otherwise agreed in writing in the plans and specifications;
      8. proper marking and confirmation of any underground utilities by calling 811 at least four days before installation and providing them with the installation site information.
    2. We are not responsible for and will charge time and materials extra for any issues that arise from your failure to complete your responsibilities above.
  7. Warranties. We warrant the Materials will be reasonably free from defective workmanship for a period of one year from the date of installation, excluding normal wear and tear, and that we will provide the Services in a professional and workmanlike manner. You agree to notify us in writing immediately of any defects. Your sole and exclusive remedy for any defects is for us, at our option, to repair, replace, re-perform, or provide a refund of fees paid for such Materials or Services. You agree that you alone are responsible for the product selections you make.
  8. Disclaimers. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS, WE MAKE NO AND EXPRESSLY DISCLAIM AND RENOUNCE ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE.
  9. Indemnification. You will defend, indemnify and hold us (and our agents, members, subcontractors, and assigns) harmless from any claims, losses, or damages arising from your violation of these Terms, negligence or willful misconduct, including but not limited too, infringement of a third party’s IP rights or improper permitting.
  10. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE HEREIN, WE SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR BREACH THEREOF, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
  11. Publicity. You agree that we may use your name, logo, sign story, and photos or any likeness of the Materials in promotional materials.
  12. Contact. You expressly consent and agree that we and our affiliates, agents and service providers may use written, electronic or verbal means to contact you by any address, email address or telephone number you provide or such parties are able to find, even if you incur charges as a result. This consent includes, but is not limited to, contact by manual methods, prerecorded or artificial voice messages, text messages, emails and /or automatic telephone dialing systems. Except for collection communications, you may opt out of communications from us by emailing mike@acssigns.com and you will be removed within a reasonable amount of time.
  13. Independent Contractor. The parties are independent contractors, and nothing contained in these Terms shall be construed to constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.
  14. Governing Law and Jurisdiction.  These Terms shall be governed, construed and interpreted in accordance with the laws of the state of Indiana, without giving effect to principles of conflicts of law. Each of the parties hereto consents to the exclusive jurisdiction and venue of the courts of Marion County, Indiana.
  15. Entire Agreement.  These Terms set forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating to the subject matter hereof.
  16. Amendments and Waivers.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.  No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.
  17. Successors and Assigns. Neither party may assign these Terms without the written consent of the other party.
  18. Notice.  Any notice, demand or request required or permitted to be given under these Terms shall be in writing and shall be addressed to the party to be notified at such party’s address as set forth on the signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent address.
  19. Severability.  If one or more provisions of these Terms are held to be unenforceable under applicable law, the parties agree to interpret the Terms in the spirit of the Terms.
  20. Construction.  This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.