Quotations

All quotations for goods (the "Goods") set forth on any price quotation issued by Arglass Yamamura SE, LLC (“Arglass”), (each a “Price Quote”) are subject to written confirmation of formal acceptance by Arglass of any purchase order,or similar document,for the purchase of Goods (each a “PO”) issued by Buyer. Unless otherwise specified on the Price Quote, Arglass’ Price Quotes automatically expire thirty (30) days from the date of issuance and is subject to termination by notice within that period. These Terms and Condition shall become part of the agreement between Arglass and Buyer created by the formal acceptance by Arglass’ of a valid PO issued by Buyer and incorporated by reference therein.

Packaging Format

All quotations are for Goods packaged as per Arglass’ standard bulk pallet format: bulk pack on non-returnable 44x56 wood pallet, non-returnable tier sheets, a top-cap, no top frame or vertical straps, and heat-shrink bag. Any variation from this standard pallet format to be subject to prior acceptance by Arglass and priced accordingly. Secondary packaging (cases, re-shippers,etc.) and the casing service is quoted separately and charged as add-on costs on each invoice.

Acceptance

Acceptance of the offer reflected on Arglass’ Price Quote by Buyer is expressly limited to the exact terms contained herein and any attempt by Buyer to alter or omit any of such terms shall be deemed a rejection and a counteroffer. If Arglass’ Price Quote is accepted and a Buyer's PO is used for the purpose of ordering Goods from Arglass, it is expressly understood and agreed that the terms and conditions herein set forth shall prevail insofar as the same may in any way conflict with the terms and conditions set forth in such PO, and the issuance of such PO by Buyer shall be deemed to evidence the consent of Buyer to the foregoing.

Payment Terms

The amount of any invoice (the “Invoice”) issued in conjunction with the purchase of Goods resulting from Arglass’ Price Quote or an accepted PO is payable in full in cash immediately upon the Goods being made available for pick-up unless Arglass has established a credit limit for Buyer and pre-approvedother payment terms (the “Payment Terms”). Should Buyer contest any charge on an Invoice, Buyer must notify Arglass in writing within the Payment Terms period; the uncontested balance of the Invoice must be paid within the Payment Terms. At Arglass’ option, credit terms may be rescinded if, in Arglass’ sole judgment, the Buyer’s financial condition or payment performance doesn’t warrant continuation of the extension of credit. In these cases, Arglass may require payment in advance and/or defer future shipments until Buyer’s account is within Payment Terms. In the event that an Invoice remains unpaid or only partially paid at month-end and is outside the Payment Terms, a late charge equal to one and one-half percent (1.5%) will be applied to the balance outside of Payment Terms. Payment or accrual of late charges does not defer payment of any bill, extend credit terms, or extend any payment of invoice beyond the original due date. Arglass may employ third parties to assist in the collection of past due monies owed. In those cases, Buyer agrees to pay all reasonable collection costs, including attorney fees, whether or not litigation has commenced, and all costs of litigation incurred.

Pick-up, Delivery and Shipping costs

All Arglass’Price Quotes are issued under FCA Valdosta (Incoterms 2020) and Buyer shall be responsible to make its own arrangements for Pick-Up immediately upon receiving the Notification of Readiness. In the event that Buyer requests that Arglass arrange for transportation of the Goods, or if Buyer has not arranged for pick-up within 72 hours of issuance of the Notice of Readiness, all costs of delivery shall be charged separately to Buyer. In such cases, the method and route of shipment are at Arglass’ discretion, unless the Buyer supplies explicit instructions which are acceptable to Arglass. Title and risk of loss shall pass to Buyer when goods are loaded for transport as per FCA Incoterms.

Storage

Buyer provided freight carrier must pick-up goods from Arglass facility within 72 hours of the issuance of the Readiness Notification. If Buyer provided freight carrier is unable to pick-up goods from Arglass facility within such 72 hours, Arglass will arrange freight on behalf of customer and impose a storage charge starting from the latest of: a) the ready-by date indicated in the accepted PO, or b) from the date of the Readiness Notification. Customer shall be responsible for storage charges calculated and Invoiced at a rate of $15.00 per pallet per day during the first 30 days, and at a rate of $25.00 per pallet per day thereafter.

Taxes and Other Exclusions from Price

Unless otherwise specified on the front of Arglass’ Price Quote, the amount of all present and future sales, revenue, excise, and other taxes applicable to the Goods shall be added to the purchase price and shall be paid by Buyer, or in lieu thereof Buyer shall provide Arglass with a tax exemption certificate acceptable to the applicable taxing authorities.

Quantity Variations

Unless otherwise provided on Arglass’ Price Quote, overruns of glass, decorated glass or printed corrugate material of up to ten (10%) percent of the total amount of product designated on the Price Quote shall conclusively be deemed to constitute fulfillment of the order. This standard and acceptable yield differential should be taken into account when placing order quantities.

Cancellation

A PO validly issuedby Buyer in response to Arglass’ Price Quote once placed with and accepted by Arglass cannot be cancelled without Arglass’ consent (which may be withheld in Arglass’ sole discretion) and then only upon terms that will indemnify Arglass against loss.

Manufacturer Warranties Only

Arglass represents and warrants to Buyer that each Product: (a) shall be manufactured and delivered in accordance with Arglass’ Specifications and Quality Standards; (b) shall be delivered free from any lawful security interest, lien or other encumbrance. EXCEPT FOR THE REPRESENTATIONS, INDEMNITIES AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, ARGLASS MAKES NO REPRESENTATION, INDEMNITY OR WARRANTY, EITHER EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TOTHE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE PRODUCTS.

Limitation on Damages

In no event shall Arglass be liable to Buyer for consequential or incidental damages, loss of profit, loss of business, loss of business opportunity or damage to the goodwill or reputation of any party. Arglass’ liability to Buyer, for any reason, whether for breach of contract, indemnity, injury to person or property, or otherwise, shall not exceed the price of the Goods which gives rise to the claim.

Indemnification by Buyer

Buyer shall indemnify, defend and save harmless Arglass from and against any claims, loss, damages, liability (including personal injury claims), costs or expenses (including reasonable legal expenses and attorneys' fees) that arise from either (a) the modification, alteration, packaging or decoration in any way of any Goods purchased as a result of Arglass’ Price Quote, (b) from the improper handling or storage of the Goods by Buyer or any other third party, (c) the use of the glass containers for anything other than their accepted commercial purpose (d), acts of negligence or misconduct by Buyer or other third parties.

Sketches, Plates and Engravings

All designs, sketches and original work not provided by Buyer will remain the property of Arglass. Unless written arrangements are made to the contrary, all type may be distributed and lithographic, photogravure or other work effaced immediately after an order is executed. If arrangements are made to the contrary, they shall include rental payments unless another specific arrangement has been made.

Dies and Molds

Dies, molds, tools, printing plates, negatives, blocks and engravings provided by Arglass covered by Arglass’ Price Quote shall remain the property of Arglass, whether or not a charge is imposed on Buyer in respect of them. Arglass shall advise Buyer of when normal wear and tear has made major maintenance or tool replacement necessary for continued satisfactory production. A charge may be made in connection with the cost of such maintenance or replacement and the tools concerned will remain the property of Arglass.

DECORATIONAND SECONDARY PACKAGING. BUYER'S REQUIREMENTS, PRINTING AND CONSTRUCTION

All corrugate material, partitions, inserts, cases, re-shippers, as well as the service of casing Goods in such material (all together the “Secondary Packaging”) is provided by Arglass’in-house partnerTSCC Packaging, LLC (“TSCC”). Unless explicitly agreed to in advance, Arglass shall not be responsible for any claims related to Secondary Packaging including, but not limited to, for quality, printing, damages,specifications, etc. Unless explicitly stated on the Price Quote, all terms and conditions of sale of the Secondary Packaging shall be the terms and conditions of sale agreed between TSCC and Buyer.
All decoration of glass Goods (the “Decoration”) is performed by Arglass’ in-house partner SRI Georgia, LLC (“SRI”). Unless explicitly agreed to in advance, Arglass shall not be responsible for any claims related to Decoration including, but not limited to, for quality, printing, glass Good losses, damages, specifications, etc. Unless explicitly stated on the Price Quote, all terms and conditions of sale for Decoration shall be the terms and conditions of sale agreed between SRI and Buyer.
Alterations from original copy on and after first proof, including alterations in style or construction will be charged extra. Proofs of all work may be submitted by TSCC, SRI or Arglass for Buyer's approval and no responsibility will be accepted for any errors in proofs which may be approved by Buyer. Buyer shall be wholly responsible (in respect of copyright, trademark, design, all common law and statutory right and otherwise whatsoever) for any matter of work which Buyer instructs TSCC, SRI or Arglass to print or perform and for any design, sketch, drawing, painting, construction work or other thing which he supplies and or instructs TSCC, SRI or Arglass to supply or execute and for all claims by third parties arising therefrom and Buyer shall defend and keep TSCC, SRI and Arglass indemnified against all proceedings, claims, costs, expenses and liability whatsoever in respect thereof.

Pallets

All pallets (44 x 56 for bulk format, or 40 x 48 for cased goods) supplied will be billed to Buyer and are non-returnable and non-refundable. Arglass also offers returnable plastic pallets and plastic returnable tier sheets (jointly the “Returnable Pallets”). In the even that Buyer elects to order Goods in Returnable Pallets, it shall specify so in the PO. In such case a 60-day Returnable Pallet Rental Charge will be included on the Invoice at Arglass’ Returnable Pallet Daily Rental Rate. Buyer will be responsible for retuning Returnable Pallets at its expense to Arglass’ designated facility within such 60 day period. Returnable Pallets not returned within such 60 days or returned broken or deteriorated to the point of making them commercially unusable for their intended purpose, will be charged at full replacement cost.

Materials

While Arglass will make commercially reasonable efforts to supply material in accordance with the samples submitted or quoted for, there is no guaranty that the materials will be identical. If sample containers are submitted by Arglass to Buyer for approval, Buyer should confirm dimensions by the actual packing thereof prior to the approval by Buyer.

Price

Prices are subject to change without notice. Arglass reserves the right to correct prices made in error, with or without notice.

Buyer's Property

Buyer's property when supplied to Arglass will be held or worked on at Buyer's risk. While every care will be taken to secure the best results where materials are supplied by Buyer, Arglass assumes no responsibility for imperfect work caused by defects in or unsuitability of materials so supplied by Buyer.

Assistance and Advice

Upon request, Arglass at its discretion will furnish as an accommodation to Buyer such technical advice or assistance as is available in reference to the Goods. Arglass assumes no obligation or liability for the advice or assistance given or results obtained, all such advice or assistance being given and accepted at Buyer's risk.

Severability

If any term or provision of this Agreement shall to any extent be invalid orunenforceable, the remainder of this agreement shall not be affected thereby, and each term or provision of this agreement shall be valid and enforceable to the fullest extent permitted by law.

Force Majeure

Arglass shall not be liable for loss or damage of any kind resulting from delay or inability to deliver on account of causes beyond its control, including but not limited to acts of God, acts of Buyer, acts of military or governmental authorities, fires, strikes, flood, epidemic, pandemic, war, riot, freight embargoes or delays in transportation or availability of railcars, or inability to obtain necessary labor, fuel, materials, components or services through Arglass’ usual and regular sources at usual and regular prices.

Non-Assignment

Buyer may not assign its obligations under a confirmed Price Quote without the prior written consent of Arglass, which consent shall not be unreasonably withheld.

Governing Law; Venue

THESE TERMS SHALL BE CONSTRUED UNDER GEORGIA LAW WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. ANY ACTION BROUGHT TO ENFORCE OR INTERPRET ANY PART OF THE AGREEMENT BETWEEN ARGLASS AND BUYER OR THE RIGHTS OR OBLIGATIONS OF THE PARTIES SHALL BE BROUGHT EXCLUSIVELY IN LOWDNES COUNTY, GEORGIA, OR TO THE EXTENT FEDERAL JURISDICTION EXISTS, IN THE FEDERAL COURT FOR THE MIDDLE DISTRICT OF GEORGIA. EACH OF THE PARTIES HEREBY CONSENTS TO THE PERSONAL JURISDICTION OF SUCH COURTS, AND WAIVES ANY OBJECTION BASED ON VENUE OR INCONVENIENT FORUM.

Dispute Resolution

Mediation.  If a dispute between the parties hereto is not resolved within thirty (30) days from the date that either party has notified the other that such dispute exists, then either party may give notice to the other party that the dispute shall be submitted to mediation with a mediator acceptable to both parties, and the parties shall, for a sixty (60) day period from the receipt of such notice, seek in good faith to resolve such dispute in mediation. If the parties are not able to resolve the dispute in mediation, then such dispute shall be referred to binding arbitration, except to the extent that injunctive relief is available to a party hereto.

Arbitration.  Any dispute submitted to arbitration pursuant to this Section shall be determined by arbitration in accordance with the rules of the Judicial, Arbitration and Mediation Services (JAMS). The parties shall select a single arbitrator to hear the matter; provided that if the parties are unable to agree, the arbitrator shall be selected by JAMS. The arbitration shall be held in Georgia. Any decision made by the arbitrator shall be final, binding and conclusive on the parties and each party to the arbitration shall be entitled to enforce such decision to the fullest extent permitted by law and entered in any court of competent jurisdiction. The arbitrator shall have the discretion to award recovery of attorneys’ fees and costs to the prevailing party.

Entire Agreement.

This Agreement constitutes the entire contract between Buyer and Arglass relating to the Goods or services identified herein. No modifications hereof shall be binding upon Arglass unless in writing and signed by Arglass’ duly authorized representative and no modification shall be affected by Arglass’ acknowledgement or acceptance of Buyer's purchase Price Quotes containing different provisions. Trade usage shall neither be applicable nor relevant to this Agreement, nor be used in any manner whatsoever to explain, qualify or supplement any of the provisions hereof. No waiver by either party of default shall be deemed a waiver of any subsequent default. All waivers shall be in writing to be effective. The terms set forth herein shall apply to all purchases by Buyer.

Confidentiality

Arglass and Buyer each agree that they will (i) keep pricing and terms information confidential, (ii) not disclose pricing and terms information to any third party without the other’s permission, and (iii) use reasonable efforts to limit access to the other party’sinformation to those employees that have a need to know.

Updates

We may revise and update these Standard Terms & Conditions from time to time at our sole discretion.These updated terms shall be effective immediately and will be posted on our Web site. Please check the Web site from time to time as these updated terms will be binding on you.

 

April 2021 update