These GENERAL TERMS AND CONDITIONS FOR PURCHASE OF PRODUCTS AND SERVICES (“Terms”) govern all purchases of products or services (hereinafter referred to as the “Work”) by Purchaser (“Purchaser”) from RILEIGHS OUTDOOR DÉCOR (“Rileighs”).

1. 1. Applicability.  The accompanying Proposal (the “Proposal”) and these Terms (the Proposal and the Terms collectively referred to as 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. In the event of any conflict between these Terms and the Proposal, these Terms shall govern. These Terms prevail over any of Purchaser’s general terms and conditions regardless whether or when Purchaser has submitted its request for proposal, order, or such terms. Provision of services to Purchaser does not constitute acceptance of any of Purchaser’s terms and conditions and does not serve to modify or amend these Terms.
   2. Work.  Rileighs shall provide the Work to Purchaser as described in the Proposal, in accordance with these Terms.
   3. Performance Dates.  Rileighs shall use reasonable efforts to meet any performance dates specified in the Proposal, and any such dates shall be estimates only.
   4. Purchaser’s Obligations.  Purchaser shall:
      1. cooperate with Rileighs in all matters relating to the Work and provide such access to Purchaser’s premises, and such office accommodation and other facilities as may reasonably be requested by Rileighs, for the purposes of performing the Work;
      2. respond promptly to any Rileighs request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for Rileighs to perform the Work in accordance with the requirements of this Agreement;
      3. provide such Purchaser materials or information as Rileighs may reasonably request to carry out the Work in a timely manner and ensure that such Purchaser materials or information are complete and accurate in all material respects; and
      4. obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Work before the date on which the Work is to start.
   5. Purchaser’s Acts or Omissions.  If Rileighs’ performance of its obligations under this Agreement is prevented or delayed by any act or omission of Purchaser or its agents, subcontractors, consultants or employees, Rileighs 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 Purchaser, in each case, to the extent arising directly or indirectly from such prevention or delay.
   6. Change Orders.
      1. If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. Rileighs shall, within a reasonable time after such request, provide a written estimate to Purchaser of:
         1. the likely time required to implement the change;
         2. any necessary variations to the fees and other charges for the Services arising from the change;
         3. the likely effect of the change on the Services; and
         4. any other impact the change might have on the performance of this Agreement.
      2. Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing. 
      3. Notwithstanding Section 6(a) and Section 6(b), Rileighs may, from time to time change the Services without the consent of Purchaser provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Order Confirmation.
   7. Warranties and Disclaimer. Rileighs represents and warrants to Purchaser that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. The Work shall be provided in accordance in all material respects with Purchaser’s specifications, and Rileighs shall not be liable for tolerances and variations from specifications consistent with usages of the trade or for normal manufacturing defects.  There are no express warranties other than the warranty set forth above.  Any implied warranties, including any implied warranties of merchantability or fitness for a particular purpose, are disclaimed. 
   8. Limitation of Liability. In the event that Purchaser has any claim against Rileighs arising out of, or relating to, goods and/or services delivered by Rileighs to Purchaser, or the non-delivery of goods and/or services otherwise, Rileighs’ exclusive and sole liability shall be limited, as Rileighs’ option, to either the replacement of the goods and/or services at the original point of delivery or the return of the sales price of the goods and/or services with respect to which the claim is made.  Under no circumstances shall Rileighs, its parent, subsidiaries and affiliates be liable for any incidental, indirect, special, punitive or consequential damages (including anticipated profits or revenues). In no event shall Rileighs’ 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 or payable to Rileighs pursuant to the applicable Proposal out of which the claim arose. 
   9. Independent Contractor.  Rileighs shall be considered an independent contractor in its performance of the Work and responsible for all acts or omissions (negligent or otherwise) of its agents, employees and subcontractors. Rileighs alone shall be liable and responsible for the manner and methods by which the Work is performed and for materials, work force and equipment supplied in connection therewith, irrespective of whether or not any changes are made because of any comments received from purchaser. Nothing in the Agreement or in the performance of the Work shall be construed to create a partnership, joint venture or other joint business arrangement between purchaser and Rileighs. 
   10. Non-Exclusivity. The Agreement is not exclusive, and Purchaser may, at its sole discretion, contract with others to perform such Work as is herein contemplated, or may perform such Work with its own forces.
   11. Force Majeure.  Neither party shall be liable to the other for failure to perform or for delay in performance due to unforeseen causes beyond its reasonable control, and such causes are without the failure or negligence of the affected party. Such unforeseen causes include, but are not limited to, acts of God, fire, flood, epidemic, strike, work stoppage or other labor difficulty, acts of governmental authority, federal, state, or local laws, orders or regulations, embargo, war, terrorist act, riot, civil commotion and/or insurrection, or by any other event or circumstance of whatsoever kind or nature not within the control of the affected party which, by exercise of reasonable diligence such party is unable to prevent, whether or not similar or dissimilar to any of the foregoing class of events or circumstances (“Force Majeure Event”). For the avoidance of doubt, economic hardship of an affected party shall not be considered a Force Majeure Event.
   12. Governing Law, Jurisdiction and Venue.  All matters of dispute between the parties, whether regarding, arising from or relating  to the Agreement or arising from alleged extra-contractual facts prior to, during, or subsequent to formation of the Agreement, including, without limitation, fraud, misrepresentation, negligence or any other alleged tort or violation of contract shall be governed, construed, and enforced in accordance with the laws of the Commonwealth of Pennsylvania for both substantive and procedural matters (without giving effect to conflict of laws principles) regardless of the theory upon which such matter is asserted. The parties expressly exclude the applicability of the United Nations Convention on Contracts for the International Sale of Goods. Any legal suit, action, or proceeding regarding, arising from or relating to the Agreement, may be (and, if against Purchaser, must exclusively be) instituted in a State or Federal Court in Lehigh County, Pennsylvania.
   13. Waiver. No waiver by Rileighs of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Rileighs. No failure to exercise, or delay in exercising, any rights, 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.
   14. Assignment. Purchaser shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Rileighs. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Purchaser of any of its obligations under this Agreement.
   15. Severability. 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.
   16. Amendment and Modification. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.