SERVICES PROVIDED BY DASHER LIGHTS, LLC ("DASHER") ARE EXPRESSLY SUBJECT TO THESE TERMS AND CONDITIONS (THIS “AGREEMENT”). IN THE EVENT OF A CONFLICT BETWEEN ANY PROVISION CONTAINED IN THIS AGREEMENT AND ANY PROVISION IN ANY OTHER DOCUMENT, OR ANY UNDERSTANDING OF CUSTOMER, THE PROVISION CONTAINED IN THIS AGREEMENT SHALL CONTROL. CUSTOMER'S ACCEPTANCE OF PERFORMANCE AND/OR PAYMENT FOR THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.

 

PRICE: Prices do not include any present or future sales tax, use tax, excise tax, value-added tax or similar taxes and where applicable, such taxes shall be billed as a separate item and paid by Customer.

 

PAYMENT TERMS: All invoices from DASHER are due upon execution of the service contract unless otherwise negotiated between DASHER and the Customer. Any payment terms "otherwise negotiated" pursuant to the prior sentence must be reflected in a writing signed by both parties. Payment in full is due at the time of service. A late payment charge of 1 1/2% per month (an annual percentage rate of 18%) shall be charged on all past due accounts and Customer shall pay DASHER all costs incurred by it in collecting any past due account from Customer, including all court costs and attorney's fees. However, if the foregoing charges exceed that rate which is the maximum permitted by law, such charges shall be calculated to the highest allowable lawful rate. Payments and other adjustments must reference the invoice number to assure proper credit.

 

CANCELLATION AND OTHER CHARGES: Most items and services are produced and provided to order. Customer shall have the right to terminate a service contract, in whole or in part, at any time during the service term upon sixty (60) days prior notice to DASHER, and subject to payment to DASHER in the amount of ninety percent (90%) of the Service Order’s remaining balance due. DASHER shall have the right to terminate a service contract, in whole or in part, for any reason without notice to Customer.

​

*Please note that any of the following conditions will incur a minimum one man hour service charge or actual service hours incurred, whichever is greater in addition to any applicable charges stemming from the necessary service repairs. 

1) Inoperable electrical outlets. 2) Electrical outlets moved from previous locations. 3) Alterations to roofline including but not limited to flashing cap/coping replacement. 

 

*The following conditions are subject to a minimum service charge of two man hours or actual hours incurred, whichever is greater. A rescheduling fee of up to $250 will automatically apply if the delay is greater than two consecutive hours. 

1) Inaccurate access information leading to a delay or rescheduling of installation or takedown. 2) Failure to notify tenants of arrival delaying or causing rescheduling of installation or takedown. 

 

NO ELECTRICAL WORK: Customer understands and agrees that DASHER shall perform no electrical work, maintenance, or repair. Further, Customer understands that DASHER shall utilize the electrical system located at the premises to be serviced, and Customer agrees to maintain the electrical system in good repair for such use.

 

WARRANTIES: Services performed by third parties are subject only to those warranties extended by such third parties. DASHER MAKES NO WARRANTIES AND ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS ARE HEREBY EXPRESSLY EXCLUDED. Customer warrants and is solely responsible for providing access and ensuring the premises is safe for DASHER’s use in the installation process. DASHER personnel are not authorized to alter this policy.

 

LIMITATION OF LIABILITY: DASHER’s liability on any claim for loss or damage arising out of this contract, or from the performance or breach thereof or connected with any services provided hereunder, whether based on contract, warranty, tort (including negligence) or other grounds, shall not exceed the price of such contract for services or part thereof involved in the claim, regardless of cause or fault. This limitation of liability reflects a deliberate and bargained-for allocation of risks between DASHER and Customer and constitutes the basis of the parties' bargain, without which DASHER would not have agreed to the price or terms of this contract.

 

LIMITATION OF REMEDY: DASHER will replace any goods that do not conform to its specifications (available on request), unless the goods have been modified or used in a manner contrary to those specifications. Replacement is the exclusive remedy. DASHER will not be responsible for any damages from any cause to person or property, direct or indirect, or for incidental or consequential damages.

 

EQUAL OPPORTUNITY AND LABOR PRACTICES: The contract provisions in Section 202 of Executive order 11246 as amended, and the regulations promulgated thereunder are incorporated by reference

as if fully written with respect to any order. DASHER certifies that all services listed on this invoice were produced in accordance with the Fair Labor Standards Act of 1938 as amended.

 

CREDIT BALANCE: Any credit balance issued will be applied within one (1) year of its issuance. IF NOT APPLIED BY DASHER WITHIN ONE (1) YEAR, THE BALANCE SHALL BE FORTIFIED, AND DASHER SHALL HAVE NO FURTHER LIABILITY.

 

FORCE MAJEURE: DASHER shall not be liable for failure to deliver or for delay in delivery or performance due to (i) a cause beyond its reasonable control, (ii) an act of God, (iii) an act or omission of Customer, (iv) an act of civil or military authority, governmental priority or other allocation or control, (v) a fire, strike or other labor difficulty, riot or other civil disturbance, (vi) insolvency or other inability to perform by the manufacturer, delay in transportation, or (vii) any other commercial implacability. If such a delay occurs, delivery or performance shall be extended for a period equal to the delay.

 

CHANGE IN CUSTOMER'S FINANCIAL CONDITION: DASHER reserves the right by written notice to cancel any contract or require full or partial payment or adequate assurance of performance from the Customer prior to performance without liability to DASHER in the event of (i) Customer's account is considered Past Due, (ii) Customer's insolvency, (iii) the filing of a voluntary petition in bankruptcy by Customer, (iv) the appointment of a receiver or trustee for Customer, or (v) the execution by Customer of an assignment for the benefit of creditors. DASHER reserves the right to suspend its performance until payment or adequate assurance of performances has been received. DASHER also reserves the right to cancel Customer's credit at any time for any reason. Customer agrees to execute any documents or furnish information necessary to perfect this security interest.

 

ASSIGNMENT OR OBLIGATION: Customer shall not assign or delegate any or all of its duties or rights hereunder without DASHER's prior written consent.

 

WAIVER, CHOICE OF LAW, AND VENUE: The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent nonperformance of any such item or condition by the other party. All transactions shall be governed by the laws of the State of Oregon, United States of America, excluding conflict of law rules. The parties hereby submit to jurisdiction in Multnomah County, Oregon.

 

GENERAL: All orders and contracts are subject to acceptance by DASHER. This agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes any and all prior understandings and agreements, whether written or oral, between the parties with respect to such subject matter. If any provision hereof shall be unenforceable, invalid, or void for any reason, such provision shall be automatically voided and shall not be part of this agreement and the enforceability or validity of the remaining provisions shall not be affected thereby.

 

INTEGRATION: This Agreement, and the Holiday Lighting Proposal, embody the entire agreement of the parties hereto. There are no promises, terms, conditions or obligations other than those contained herein and within the Holiday Lighting Proposal. This Agreement and the Holiday Lighting Proposal supersede all prior communications, representations or agreements, verbal or written, between the parties hereto and shall not be amended except in writing subscribed to by the parties hereto.