General Terms and Conditions of Sale

The following terms and conditions of an agreement, contract for sale, or a sale (all hereinafter “sale”) apply to all sales by Crystal Window & Door Systems, Ltd. (hereinafter “Crystal”) of its products. These General Terms and Conditions of Sale may be modified, amended, changed or superceded, in whole or in part, by a different written contract to which Crystal has agreed to and becomes a signatory.

1. PRICE. All prices and services, unless otherwise provided, are net F.O.B. Crystal’s factory in Flushing, NY and are subject to change, without notice, to conform to Crystal’s pricing indices and policies in effect on the date Crystal begins to manufacture the goods.

2. PAYMENT TERMS. The Buyer is to pay 75% of the price at the time of the sale, and the balance is to be paid when the Buyer receives the goods, unless credit terms or other terms of payment have been agreed to and approved by Crystal’s Credit Department prior to the sale. All overdue or delinquent payments will accrue interest at the rate of one and one-half percent (1 ½%) per month or the maximum legal interest rate. Buyer will pay Crystal’s reasonable attorney fees and expenses, if legal action is necessary to collect payment from Buyer.

3. SALES TAX. Crystal is required by law to collect sales taxes, unless the Buyer provides Crystal with a tax exemption certificate such as a Resale Certificate, a Contractor’s Exempt Purchase Certificate, an Exempt Organization Certificate, or other acceptable proof of exemption from sales tax.

4. DELIVERY. Delivery occurs when either: (i) the Buyer picks up the goods at Crystal’s factory; or (ii) when the goods are loaded on a carrier for transport to an address designated by the Buyer, in which event Crystal only makes “tail gate delivery.” If the Buyer does not designate a delivery address at the time of the sale, delivery shall be made at Crystal’s factory in Flushing, NY. Crystal shall use all reasonable means to make delivery within the time and to the address specified by the Buyer. However, Crystal shall not be liable for any damages or losses, or for delays, or for any failure to manufacture, fabricate and/or deliver the goods, if such damage, loss, delay, and/or failure is or has been occasioned by fire, flood, embargo, strike, differences with workmen, suspension or stoppage of work, failure to secure materials from usual sources of supply, transportation delays, federal, state and/or municipal laws or regulations, acts of God, or terrorism, or war, or riot, or civil disorder, or any other circumstance (whether or not similar to any of the foregoing) beyond Crystal’s control which prevents Crystal from conducting business in the normal and usual course. The Buyer should contact Crystal at least 5 business days before the proposed delivery date to make certain of the date.

5. CONDITIONS. (A) The Buyer acknowledges that the goods are to be specially manufactured and fabricated for the Buyer and are not suitable for sale to others in the ordinary course of Crystal’s business. (B) The Buyer is responsible for the sizes and dimensions of the goods to be manufactured. (C) Goods, which the Buyer requested delivered to a designated address, may be subject to freight and delivery charges. (D) If a Buyer prefers to warehouse the goods at Crystal’s factory rather than accept them on the delivery date, such arrangements may be available if Crystal has sufficient storage room when the Buyer requests it. There is a charge for storage, and the balance of the price is to be paid before the goods are stored. (E) Buyer shall not claim a default or breach of, or terminate or cancel an installment contract if a non-conforming delivery is made, notwithstanding that the nonconformity may substantially impair the value of the entire installment contract; furthermore, Buyer shall accept further deliveries of the goods under the installment contract; Buyer’s sole remedy shall be to reject the nonconforming goods within a reasonable time after delivery, and Crystal shall cure by delivering conforming goods

6. WARRANTIES. (A) EXCEPT AS OTHERWISE PROVIDED IN WRITING BY CRYSTAL, THE FOLLOWING IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORILY PROVIDED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WARRANTIES MADE BY ANYONE OTHER THAN CRYSTAL ARE NOT BINDING ON CRYSTAL.
Crystal hereby disclaims any statements, representations, or warranties of any kind whatsoever made by a Crystal sales representative to the Buyer. Crystal warrants that, at the time of delivery, the goods will conform to the specifications, and be free from defects in material and workmanship under normal use for a period of one (1) year after delivery. If the goods furnished by Crystal fail to conform to such warranty, the sole and exclusive remedy against Crystal shall be for the repair, replacement, or refund of such goods at Crystal’s sole discretion. If a claim under this warranty is made with respect to factory applied paint finishes, Crystal’s sole obligation hereunder is to provide touch-up paint. No other remedy, including, but not limited do, incidental, special, indirect, or consequential damages for loss of profits, loss of sales, injury to persons or property, or any other type of loss or damage, shall be available, whether the remedy is based upon direct action, suit for contribution or indemnity, or otherwise, and whether arising out of contract, tort, product liability, strict liability in tort or otherwise. Crystal’s limitedwarranty does not cover goods that exceed maximum tested dimensions, defects caused by accidents, fading or color changes due to normal aging or weathering, acts of god, or terrorism, war, riot, or civil disorder, improper installation, maintenance, abuse or misuse of products, application of film to glass surface, glass breakage, glass scratches as defined in ASTM standard specifications for flat glass C1036-85, damages caused by airborne pollutants (such as acid rain or salt spray) to applied finishes, hardware finishes, screen breakage or modifications to products by the Buyer, or by operation outside of the usage parameters, or products made beyond standard production limits or which incorporate non-standard materials or components installed at Buyer’s request. Some states do not allow limitations on how long an implied warranty lasts, or the limitation of incidental and/or consequential damages, so the foregoing limitations may not apply to the Buyer. This warranty gives specific legal rights and the existence of other rights varies from state to state. (B) Crystal also warrants (i) that Crystal has full right, power, and authority to sell, transfer and deliver the goods furnished and to be furnished in this sale free and clear of any lien, encumbrance, right or claim of any other person; and (ii) the production, sale or use of the goods does not, do not, and will not infringe any patent, copyright, trademark or similar right excluding those instances in which Crystal complies with specifications furnished by the Buyer.

7. CANCELLATION. (A) A sale cannot be cancelled by the Buyer without Crystal’s prior written consent. If such consent is given, the Buyer (i) shall forfeit to Crystal all payments made, and (ii) must comply with such other terms and conditions upon which Crystal bases its consent before the cancellation becomes effective. (B) Crystal may elect to cancel a sale when goods, which were to be, but are not, picked up by the Buyer at Crystal’s factory within 30 days after the goods are ready for delivery. Buyer shall be obligated to pay for all goods completed and in process prior to Crystal’s consent to Buyer’s cancellation. 8. RETURNS. Goods cannot be returned without Crystal’s prior written consent and shipping instructions. Freight or other shipping charges on goods authorized for return must be prepaid by the Buyer. Crystal reserves the right to refuse to accept unauthorized returns. The retention by Crystal of an unauthorized return shall not convert it into an authorized return. The receipt by Crystal of an authorized return shall not be an admission that the goods do not conform to specifications and/or are not free from defects in material and/or workmanship.

9. MISCELLANEOUS. (A) Crystal does not verify field conditions and manufactures goods according to the information and dimensions provided by the Buyer. (B) There is an additional charge for Shop Drawings by Crystal. (C) Partial and full waivers of lien shall be given only on forms prepared by Crystal’s Legal Department. (D) Insurance/Indemnification. Crystal maintains commercial, general liability, workers’ compensation, and employer’s disability insurance. The Buyer, to the fullest extent permitted by law, shall indemnify, defend, save and hold harmless Crystal and all of its shareholders, subsidiaries, affiliates, attorneys, agents, and employees from, and against all liability, claims, damages, losses, demands, actions, suits, costs, fees and expenses of any nature whatsoever (hereinafter “loss”) which arise out of or are connected with, or are claimed to arise out of or be connected with the site or place where the Buyer is performing work with Crystal’s goods, or to which site or place the Buyer is providing Crystal’s goods, provided that any such loss is attributable to bodily injury, sickness, disease, or death, or injury to or destruction of tangible property, including a loss with respect to use resulting therefrom, to the extent caused in whole or in part by any negligent act or omission of the Buyer or anyone directly or indirectly employed by the Buyer or anyone for whose acts the Buyer may be liable, or for whom the Buyer may be or is in any way, by contract or otherwise, directly or indirectly, required, or may be required to provide indemnification, defense and/or to save and/or hold harmless from loss, but only to the extent that such loss is not caused, in whole or in part, by Crystal. (E) Crystal is an Equal Opportunity Employer M/F/V/D. (F) Both Crystal and the Buyer represent, each to the other, that each is a ‘merchant’ and this is a transaction and sale ‘between merchants.’ (G) These General Terms and Conditions of Sale shall be governed by, construed, and interpreted, including definitions of terms, words, and usages, under and pursuant to the provisions of the Uniform Commercial Code in force and effect in the State of New York. (I) The singular shall include the plural and vice versa, whenever the sense and context of these terms and conditions require. These General Terms and Conditions of Sale may not be amended, changed, modified, or altered except by a writing signed by Crystal. All prior representations, promises, discussions, agreements, understandings, or arrangements, whether oral or written, are merged herein and this document represents the entire understanding between the parties.