Technoform Glassinsulation

General Terms of Delivery:

 PDF Download: General_Terms_of_Delivery.pdf

The sale of products by Technoform to the Customer contemplated by the attached is limited to the Terms and Conditions set forth below (together, the “Agreement”). Acceptance by the Customer constitutes acceptance by Customer of these Terms and Conditions, unless any contrary terms, conditions or warranties set forth in any other document has been specifically accepted in writing by an authorized agent of Technoform.

Section 1. Use of Products. The Technoform products which are the subject of this (the “Products”) are materials which Customer acknowledges are to be used by Customer in the fabrication of Customer’s goods. The Products are one component of Customer’s fabrication process and the use of such Products in Customer’s fabrication process is pursuant to Customer’s specifications and processes and the use of equipment, workers and materials designated by Customer; and Customer acknowledges that the performance of the Products is subject to the compatibility of other materials and the Customer’s equipment, workmanship and fabrication process.

Section 2. Price. Price terms are set forth elsewhere and shall remain valid for a period of 30 days, unless otherwise stated. All prices are quoted in U.S. Dollars. The price set forth in this Proposal does not include applicable federal, state or local taxes, unless otherwise stated.

Section 3. Invoicing and Payment Terms. With credit approval, Technoform shall invoice for the price of Products no earlier than the actual shipping date of such products and the Customer shall remit payment in accordance with each invoice received by wire transfer or check (payable in U.S. Dollars) within thirty (30) days after the invoice date unless a late payment is specifically authorized in writing by Technoform. Without credit approval, Customer shall prepay by wire transfer (payable in U.S. Dollars).

Section 4. Shipment of Products. Products shall be shipped common carrier or via customer designated carrier, pursuant to Customer’s written direction. Freight terms for shipment are F.O.B. Twinsburg, OH. Technoform shall select the method of shipment unless the Customer designates otherwise. Risk of loss with respect to shipped Products is borne by Customer.

Section 5. Warranty. Technoform Glass Insulation North America, Inc. (“TGI-NA”) warrants TGI Spacer for a period of ten (10) years from the date of TGI-NA shipment, that TGI Spacer products that are sold shall be free from defects in material or workmanship which would result in product failure. TGI-NA will provide replacement products for, or refund the original purchase of, any defective products under this warranty. Products that qualify for this warranty shall be limited to TGI Spacer produced at TGI-NA manufacturing facilities which is so labeled by TGI-NA at the time of manufacture.

This Limited Warranty is the exclusive warranty made by TGI-NA. No other warranty exists, whether express or implied, including any warranties as to merchantability, or fitness for a particular purpose.

This Warranty shall exclude any defect, malfunction or performance failure of a product due to:

(a) Accident, abuse, misuse, alteration, misapplication, faulty building or window construction or design, or settlement of the building structure;

(b) Improper or insufficient handling, preparation, installation or maintenance during the assembly process;

(c) Perils such as fire, earthquakes, storms, acts of nature or any other causes beyond Technoform’s control; or

(d) The incompatibility of the products with other materials used either in fabrication or an end user’s operating procedures or maintenance.

The express remedies stated in the Warranty above shall be the exclusive remedies available. TGI-NA shall not be liable for removal or re-installation of any product or for any incidental or consequential damages.

Section 6. Amendment and Waiver. This Agreement cannot be amended or modified as against Technoform except in a written document signed by an authorized representative of Technoform. No claim or right of Technoform arising out of any breach of any of the Customer’s obligations to Technoform

may be discharged by any purported waiver or renunciation unless such waiver or renunciation is made expressly by Technoform in writing and is supported by consideration.

Section 7. Applicable Law. All contracts and agreements between Customer and Technoform for the sale and purchase of any products or services shall be deemed to have been made at, and shall be construed and enforced in accordance with, the laws in effect in the State of Ohio without regard to any law or rule of Ohio, whether in the nature of a statute, regulation or judicial decision that would, if applied, have the effect of making the law of any other state or nation applicable.

Section 8. General Provisions. Any cause of action arising from the sale, use or performance of Products which are sold pursuant to this agreement must be commenced within one (1) year after such cause of action accrues. Technoform has the right to correct any stenographical or clerical errors in any writing issued by Technoform. The terms and conditions set forth in this Proposal constitute a complete and exclusive statement of the terms and conditions of the sale of the Products sold hereunder by Technoform to Customer and Customer acknowledges that Technoform has made no other promises, conditions, understandings, representations or warranties relating to the subject matter hereof. The delay, failure or waiver of Technoform’s exercise of any right under these terms and conditions shall not limit, cancel, waive or otherwise affect such right.

This Agreement becomes a binding when it is accepted by the Customer, either by acknowledgement or by the Customer’s authorization to proceed to provide the material requested from Technoform. No condition, modification, or any other term that is inconsistent, in any way, with any of the terms and conditions stated in this Agreement shall binding upon Technoform unless expressly accepted in writing by Technoform. In the event of any conflict in any terms and conditions requested by Customer, with the terms and conditions stated herein, the terms and conditions in this Agreement shall govern.