The Standard Terms and Conditions contained herein are applicable to all present and future contracts for supply of goods to CUSTOMER by Advanced Glass Industries. These terms will remain applicable even in the event that CUSTOMER's formal purchase order or any other documentation or communication from CUSTOMER contains terms diverging from those contained herein. Terms inconsistent with those contained herein will not be binding on Advanced Glass Industries, unless approved in writing by Advanced Glass Industries. The terms and conditions contained herein constitute the entire agreement between Advanced Glass Industries and CUSTOMER, unless additional or divergent terms are approved in writing by Advanced Glass Industries. Conditions not specifically stated herein shall be governed by established trade customs.
Advanced Glass Industries does not offer design services. Any conversations or information regarding design specifications exchanged between Advanced Glass Industries personnel or representatives and CUSTOMER may be used for informational purposes only, and may not be regarded as direction or recommendation from Advanced Glass Industries. Advanced Glass Industries manufactures goods exclusively to CUSTOMER specification and shall have no liability for performance failures of goods as designed and specified by CUSTOMER.
Quotations to CUSTOMER from Advanced Glass Industries may be made verbally or submitted in writing to CUSTOMER by fax, email or any other means. Quotations for price and delivery are based on the information received by Advanced Glass Industries from CUSTOMER, and on conditions existing on the date of quotation, including current facility loading and material availability. Quotations for price and delivery are subject to change by Advanced Glass Industries before final acceptance of CUSTOMER purchase offer, and are not binding on Advanced Glass Industries.
All tools and methods used in the manufacture of goods for CUSTOMER are the sole and exclusive property of Advanced Glass Industries unless otherwise specified and agreed to in writing by Advanced Glass Industries, regardless of whether or not CUSTOMER has provided funding for such tools and methods. Advanced Glass Industries shall retain all rights to technical data, intellectual property and any other information, whether patentable or not, arising out of or evolving as a result of manufacture of goods meeting CUSTOMER's specifications.
When quotation or CUSTOMER purchase offer specify material to be furnished by CUSTOMER, ample allowance must be made for reasonable spoilage and material must be of suitable quality to facilitate efficient production. Advanced Glass Industries will make every effort to handle material furnished by CUSTOMER with the greatest possible care. Advanced Glass Industries assumes no financial liability for material furnished by CUSTOMER, nor does Advanced Glass Industries assume any obligation to provide any form of insurance coverage for the material during processing at Advanced Glass Industries or its sub-contractors. Material furnished by CUSTOMER is handled solely at CUSTOMER risk. Advanced Glass Industries' liability is limited to the value added.
Advanced Glass Industries shall not be liable for any loss or damage for delay or non-performance due to the acts of either civil or military authority, acts of CUSTOMER, or by any other cause whatsoever not reasonably within the control of Advanced Glass Industries including, but not limited to, Acts of God, war, riot or insurrection, sabotage, epidemics, fires, lock-outs or other industrial disturbances, delays of carriers, and inability to secure materials, labor or manufacturing facilities. In such an event, the time allotted for delivery shall be extended for a period of time equal to the time lost.
Unless otherwise specified and agreed upon in writing by Advanced Glass Industries, all shipments of goods will be F.O.B. Advanced Glass Industries plant Rochester, New York.
Payment terms shall be extended to CUSTOMER account at Advanced Glass Industries' discretion. All CUSTOMER payments shall be due to Advanced Glass Industries according to the terms listed on Advanced Glass Industries' Order Acknowledgement, unless otherwise approved in writing by Advanced Glass Industries. Advanced Glass Industries reserves the right to impose a credit limit on CUSTOMER account. CUSTOMER shall be responsible for all disbursements and costs, including attorney's fees incurred by Advanced Glass Industries in the course of collecting past due payments.
In the event that CUSTOMER believes goods supplied by Advanced Glass Industries are defective, or do not conform to CUSTOMER's specifications, CUSTOMER may obtain a "Return Material Authorization" (RMA) Number from Advanced Glass Industries and return goods within 60 days of invoice. Returned goods will not be processed without an RMA Number. Returned goods are subject to inspection at Advanced Glass Industries. Returned goods that show signs of use, misuse, or other damage, will not be accepted. In the event Advanced Glass Industries accepts any CUSTOMER claim that goods to do not conform to CUSTOMER's specifications, Advanced Glass Industries shall repair the goods, replace the goods, or credit the CUSTOMER's account for the value of the goods.
To the extent not prohibited by applicable law: IN NO CASE SHALL ADVANCED GLASS INDUSTRIES BE LIABLE TO ANYONE FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PROFITS, OR ANY OTHER LOSS RESULTING FROM USE OF GOODS SUPPLIED BY ADVANCED GLASS INDUSTRIES. HOWEVER, IF ADVANCED GLASS INDUSTRIES IS HELD LIABLE, WHETHER DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE ARISING UNDER THIS AGREEMENT OR OTHERWISE, REGARDLESS OF CAUSE OR ORIGIN, ADVANCED GLASS INDUSTRIES' LIABILITY SHALL NOT IN ANY CASE EXCEED THE PURCHASE PRICE OF THE PRODUCT WHICH SHALL BE THE COMPLETE AND EXCLUSIVE REMEDY AGAINST ADVANCED GLASS INDUSTRIES.