TERMS AND CONDITIONS OF SALES AND SERVICE

SECTION 1. TERMS

1.1 Agreement. These Terms and Terms of Sale (“Terms”) govern all sales by Mygrant Glass Company, Inc. (“Seller”) to its customers (“Customer”). These terms apply to and are incorporated into and made part of any credit application, order confirmation, sales confirmation, sales agreement, supply agreement, commercial invoice or similarly titled document as the case may be, issued by Seller and relating to the sale of goods (“Products”) or provision of services (“Services”). All transactions between Customer and Seller relating to the Products and/or Services are expressly conditioned upon acceptance of these Terms, which supersede any earlier conditions (the “Transactions”) issued by the Seller and shall override any terms or conditions of the Customer unless expressly agreed to by Seller in a writing signed by an officer of Seller. Any additional or conflicting terms and conditions contained on, attached to or referenced by Customer’s purchase or service orders, or other prior or later communication from Customer to Seller, even if Seller is aware of such conflicting, modified or additional terms, shall have no effect on any Transaction and are expressly rejected by Seller. Customer’s commencement of performance (including ordering, purchasing or taking delivery of Product or Services) shall in all cases constitute Customer’s unqualified and unconditional acceptance of these Terms. TERMS INCLUDE A CLASS ACTION WAIVER AND A JURY TRIAL WAIVER, AS SET FORTH IN SECTION 9.4 BELOW. PLEASE REVIEW THESE TERMS IN ITS ENTIRETY CAREFULLY.

1.2 Sites. These Terms also apply to your access use of Seller’s websites and other online products and services (collectively, the “Sites”). By visiting, viewing and/or using the Sites, Customer agrees to be bound by these Terms, and all other Seller policies and rules, including but not limited to its Return Policy, Privacy Policy, and Code of Conduct.

1.3 Modification. Seller reserves the right to amend or modify these Terms by posting updated Terms to its website at www.mygrantglassonline.com and/or providing other written notice to the Customer. The version of these Terms effective at the time the Customer places an order applies.

1.4 Made to Order Products.  Products made to order or customized, including private labeled with Customer’s marks, are subject to additional and/or different terms. Customers purchasing private label or custom Products may request Seller’s Terms and Terms of Sale of Private Label and Made To Order Products.

SECTION 2. PRICE AND PAYMENT TERMS

2.1 Price. Prices for Products and Services covered by this Terms may be adjusted by Seller, at any time however, Products and Services will be invoiced at the prices effective at the date and time of order.

2.2 Payment and Interest. Customer will pay all invoiced amounts within stated terms. Unpaid amounts will accrue interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the applicable due date until paid, plus Seller’s attorney fees and costs of collection, if any. In the event that Customer provides a payment without designating the invoice(s) to which such payment is to be applied, Seller may apply such payment to such invoice(s) or other amounts or debts owed by Customer as Seller may determine in its sole discretion. In the event Customer disputes any portion of any invoice, Customer shall provide notice of such dispute pursuant to Section 2.4, and Customer shall pay the undisputed amount within the applicable due date. Interest on the disputed amount will not accrue while Customer and Seller attempt to resolve the matter, which period shall not exceed 21 calendar days. Interest on any disputed amount(s) shall begin to accrue after said 21 calendar day period, unless the parties agree otherwise. In no event shall Customer withhold payment of any invoiced amounts by claiming set-off or credit of any returns (completed or contemplated), any claim or dispute with Seller, or any other alleged basis for set-off or credit.

Seller reserves all other Seller’s rights for Customer’s failure to pay for the Products, Services or any other breach by Customer of these Terms. In addition to all other rights and remedies available to Seller (which Seller does not waive by the exercise of any rights hereunder), Seller may suspend the delivery or sale of any Products or Services if Customer fails to pay any amounts by the applicable due date. Customer may not withhold payment of any amounts due and payable as a set-off of any claim or dispute with Seller, regardless of whether relating to Seller’s breach, bankruptcy, or otherwise. All purchases and related payments will be in US Dollars.

2.3 Credit Terms. Seller may, but is not obligated to, establish credit terms for Customer, and may change those terms, create or change credit limits, or cease extending credit from time to time in its sole discretion. In the event that Seller determines, in its sole discretion, that the creditworthiness or future performance of Customer is impaired or unsatisfactory, Seller may (a) suspend sales and deliveries of Product and/or Services; (b) require prepayment by cash or credit card prior to delivery of Product and/or Services; and/or (c) specify different, new, or additional payment terms.

2.4 Disputes. If an invoice or portion thereof or any other claim or adjustment is disputed in good faith, payment of all undisputed amounts must be paid within stated terms. Any dispute of a charge is waived unless Customer provides timely written notice of the dispute. Customers billed on a monthly basis are required to provide notice within 15 calendar days of the date of the monthly invoice including the disputed charge. Customers billed on a weekly basis must provide written notice within 4 calendar days of the date of the weekly invoice including the disputed charge. Written notice of the dispute must be emailed to [email protected] with a cc to Customer’s account manager; and b) identify the invoice, charge, and amount in dispute. Seller will work with Customer in good faith to resolve a properly noticed dispute as soon as possible. Upon Seller’s resolution of a dispute in its sole discretion, any required payment is due and payable within 15 calendar days.

2.5 Taxes and Fees. All stated prices are exclusive of any taxes, fees, duties, and levies of any kind whatsoever as well as applicable delivery, packing and other charges. The Customer is solely responsible for the payment of any such taxes, duties or levies.

2.6 Rebates. Customer’s entitlement to receive any rebate or other incentive that Seller may offer from time to time shall be conditioned on Customer being within credit terms, and all other requirements of Seller.

2.7 Credit Cards. Customer authorizes the Company to automatically debit any credit/debit card(s) placed on file with the Company during the ordering process or via subsequent account updates on the due date of each invoice. Should the Customer's credit card be declined for any reason, Company will contact customer to notify them of the declined charge, and will continue to resubmit the credit card on file for payment until the balance is paid in full. If the Company is not able to charge the Customer's credit card as noted above for the full amount due, Customer authorizes the Company to split the total amount due across multiple debit transactions to the credit card(s) on file equaling the total amount due.

SECTION 3. ORDERS AND DELIVERY

3.1 Orders. Customer represents and warrants that it shall only allow its agents and employees authorized to make purchasing decisions with Customer’s online login credentials and that Seller may rely upon the apparent authority of Customer’s employees, agents and representatives who make phone and will call orders and purchases for Products and/or Services. Customer online account log-ins and passwords must be kept confidential.

3.2 Delivery Times of Product. Seller will deliver or make available the Products within a reasonable time after receiving Customer’s order, subject to their availability. Any dates and times specified by the Seller for delivery of the Products are intended to be an estimate and time for delivery shall not be made of the essence. Delivery is always subject to the availability of the Seller’s stock. Seller may deliver the Products by separate installments.

3.3 Risk of Loss. The risk of loss and title of all Products purchased by Customer passes to Customer as follows: (i) if Seller delivers Product to Customer’s facility, risk of loss and title passes when the Products are available and accepted by the Customer or when the Products are unloaded and left in a location at the Customer’s facility as directed by Customer; or (ii) if the Products are picked up by Customer, risk of loss and title passes when the Products are turned over to Customer and Customer takes physical possession or control over the Product.

3.4 Inspection. Customer has the duty to inspect the Products upon delivery or pickup, and shall immediately reject any damaged or defective Product. Customer shall be deemed to have accepted the Products and waived all rights to reject the Products for damage or defect upon accepting the Product.

3.5 Seller Facilities. Customer agrees and warrants that its owners, employees and agents will comply with all of Seller’s code of conduct, safety and business conduct rules when they are at Seller’s facilities. If these rules are violated, Seller may (a) limit or revoke access to its facilities by Customer, its owners, employees and agents; (b) limit or cease deliveries to Customer; (c) discontinue sales to Customer; and/or (d) take any other appropriate action in Seller’s sole discretion.

SECTION 4. RETURNS AND REFUNDS

4.1 Returns. Seller will accept Products for return pursuant to its return policy posted on its website at www.mygrantglassonline.com.

4.2 As Is. From time to time Seller may offer Products on an “As Is” basis, with or without blemish, defect, damage, or expiration. Purchase by Customer of a Product sold As Is constitutes Customer’s knowing and voluntary waiver of all rights, claims, warranties, actions, or the like against Seller arising out of Customer’s purchase, use, sale, and installation of an As Is Product. Customer further shall indemnify and hold harmless Seller, its directors, officers, employees and agents against any and all claims which may be assert against them which relates or arises from the As Is Product.

4.3 Refunds. All Services, including delivery fees, are provided on a non-refundable basis.

4.4 Policies. Customer is subject to any and all additional or revised terms and conditions or business policies that Seller may have in effect at any time, including but not limited to its Code of Conduct. If there is a conflict between these Terms and any such other policy, these Terms shall control.

SECTION 5. NO WARRANTY

5.1 NO WARRANTY SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, IN FACT OR IN LAW, AND SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES IMPLIED BY LAW, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY OR THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

Third party Products shall carry only the warranty offered by the original manufacturer, and only to the extent such warranty may be transferred by Seller to Customer, and Seller provides no warranty for such third party Products. Customer must resolve any warranty claims directly with manufacturer.

5.2 Oral Representations. No employee, agent or representative of Seller has the authority to bind Seller to any oral representation or warranty concerning the Products. Customer shall rely on the manufacturer’s guidelines and specifications related to any product, and Customer shall not reasonably rely on any statements by Seller. Seller shall have no duty or responsibility towards Customer’s professional services, including but not limited to installation and/or calibration. ANY SUCH WRITTEN OR ORAL REPRESENTATION OR WARRANTY WILL BE VOID AND UNENFORCEABLE. No Seller employee has authority to alter these terms without specific written authorization from a corporate officer of Seller addressed to Customer.

SECTION 6. LIABILITIES; LIMITATION OF LIABILITY

6.1 Defects. Seller shall have no liability for defects, whether hidden or apparent, resulting from the improper storage, use, installation, processing, manufacturing, or other treatment of the Products.

6.2 LIMITATION OF LIABILITY. SELLER WILL NOT BE LIABLE UNDER ANY THEORY OF RELIEF, INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THE PRODUCTS, CUSTOMER’S ORDER, OR SELLER’S ACTS OR OMISSIONS, FOR: (i) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DAMAGE TO PROPERTY, OR LOSS OF USE; OR (ii) ANY DAMAGE OR LOSS IN EXCESS OF THE PURCHASE PRICE ACTUALLY PAID BY CUSTOMER FOR THE PRODUCTS AT ISSUE.

6.3 Sole Remedy and Statute of Limitations. Customer’s sole and exclusive remedy related to the Products is limited to either replacement of the Product or a refund of the purchase price actually paid by Customer, at Seller’s sole option. In no event shall Seller be liable for any consequential, incidental, indirect, punitive, exemplary, special or any other similar damages or loss, including, but not limited to, lost data, loss of profits, loss of business, use, production, or income, however arising, even if Seller has been advised of the possibility of such damages. Any action by Customer must be commenced within one year after the cause of action has accrued.

6.4 Service Levels. Nothing herein shall obligate or place Seller under any duty to maintain any level of stock, sales, or service (including but not limited to web ordering or delivery services) to Customer. Seller shall have no liability for any damages relating to service or Product levels, including but not limited to alleged lost profits frustrated, prevented or caused under any theory.

SECTION 7. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

7.1 Confidentiality. Customer shall maintain in confidence all information concerning costs and price in connection with Customer’s orders and purchases of Product from Seller, unless disclosure is required by law, in which event Customer shall give Seller prompt notice, if legally permissible, of such requirement and cooperate with Seller in obtaining confidential treatment of same. The obligations under this Section do not apply to information that (i) is or becomes available to the public through no fault of the recipient; (ii) was known to the recipient prior to the disclosure under these Terms; (iii) becomes available to the recipient on a non-confidential basis from a third party not restricted by contract or law regarding such information; (iv) is disclosed with the prior written consent of the discloser; or (v) is required or compelled by law to be disclosed, provided that the recipient gives all reasonable prior notice to the discloser to allow it to seek protective or other court orders.

7.2 Intellectual Property. Seller’s Sites are owned by Seller. Any text, graphics, images, photographs, videos or other content contained within the Sites constitute the intellectual property and proprietary business information of Seller or its licensors. The Sites contain materials which are owned and copyrighted by third parties. Unauthorized use, including copying of the Sites, is expressly prohibited. All rights in and to the Sites are expressly reserved to Seller or Seller’s licensors.

Trademarks, logos, characters and service marks (collectively "Trademarks") displayed on the Sites belong to Seller or are used with permission. Trademarks may not be copied, imitated or used, in whole or in part, without our prior written permission. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. These Terms do not grant Customer any rights to Seller’s or another’s trademarks or other proprietary rights.

SECTION 8. USE OF SITES

8.1 Prohibited Conduct. Customer is responsible for the conduct of its owners, agents, employees and representatives while accessing or using the Sites. Customer agrees that it and its owners, agents, employees and representatives shall not:

• Engage in any harassing, intimidating, predatory or stalking conduct or any illegal or unauthorized purpose;
• Circumvent or attempt to circumvent any authentication or security measures implemented by Seller;
• Use the Sites other than for their intended purposes, in any unlawful manner or in any manner that could interfere with, disrupt, negatively affect, overburden or limit the operation of the Sites or inhibit other users from fully enjoying the Sites;
• Copy, reproduce, distribute, publicly perform or publicly display all or portions of the Sites, except as expressly permitted by Seller
• Use any software or other means to access, copy, download, communicate to the public, collect, harvest, aggregate, or extract any content from the Sites or any system or network connected to the Sites
• Reverse engineer any aspect of the Sites or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Sites;

SECTION 9. MISCELLANEOUS

9.1 No Assignment. These Terms will not be assigned in whole or in part by Customer without the prior written consent of Seller, such consent not to be unreasonably withheld. These Terms will be binding on and inure to the benefit of the parties hereto, and their legal representatives, successors in interest and permitted assigns. Notwithstanding the foregoing, a party may assign or transfer these Terms (including any Order) to any person or business entity in connection with a sale of some or all of its assets or business, without the consent of any other party.

9.2 Force Majeure. Neither party will be responsible for delays or failure in performance resulting from acts beyond the control of such party (“Force Majeure”); provided, however, the party so affected will (i) immediately provide written notice to the other party of the date and nature of the Force Majeure and the anticipated period of time during which the force majeure conditions are expected to persist and (ii) make all reasonable efforts to reduce the effect of any failure or delay by the Force Majeure. Notwithstanding the foregoing, a Force Majeure will not relieve or affect in any way a party’s obligation to pay any amounts due and owing under these Terms.

9.3 No Waiver. No delay or omission to exercise any right, power or remedy accruing to Seller upon breach or default by Customer shall impair any such right, power or remedy, or shall be construed as a waiver of any such breach or default, or any similar breach or default thereafter occurring; nor shall any waiver of a single breach or default be deemed a waiver of any subsequent breach or default.

9.4 Class Action and Jury Waiver. Seller and Customer agree to use good faith efforts to informally resolve any disputes prior to initiating any formal action. IF THE PARTIES ARE UNABLE TO INFORMALLY RESOLVE ANY DISPUTE, SELLER AND CUSTOMER AGREE TO GIVE UP THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTIONS OR REPRESENTATIVE ACTIONS. EACH PARTY AGREES TO BRING ANY DISPUTE ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, CONSOLIDATED, REPRESENTATIVE OR COLLECTIVE OR PRIVATE ATTORNEY GENERAL BASIS.

9.5 Severability. If any provision of these Terms is held invalid, illegal or unenforceable, that will in no way affect, impair or invalidate any other provision, and all other provisions of these Terms will be in full force and effect.

9.6 Titles. The section titles in these Terms are for convenience only and have no legal effect.