Z-Glass

TERMS & CONDITIONS

WHAT TERMS ARE FREQUENTLY USED WHEN DOING BUSINESS WITH ZGLASS?

Balance Due Notice (BDN)—an invoice sent to a Customer to collect the balance due on a Sales Order. A BDN reflects all of the activity against a Sales Order, including the total Order amount and all payments made by the Customer. Bill of Lading (BOL)- A document issued by a Vendor or a freight carrier to a shipper that lists and acknowledges receipt of goods for transport and specifies terms of delivery to a designated party. The Bill of Lading describes the conditions under which the goods are accepted by the carrier and details the nature and quantity of the goods, name of the vessel if shipped by sea, identifying marks and numbers, destination, etc. The person sending the goods is referred to as "Shipper" or "Consignor." The company or agent transporting the goods is "Carrier." The person for whom the goods are destined is "Consignee." Blanket Certificate of Resale—A clause in the Certificate of Resale signed by the Customer that states that all purchases made from the identified seller are for resale. A Blanket Certificate of Resale may also specify that a percentage of the purchases made from the identified seller be for resale. This clause allows for the Certificate of Resale to be applied to repeat sales. See "Certificate of Resale." Blanket-Wrap Shipping—A shipping method wherein product is wrapped in padding material, e.g., a shipping blanket, in preparation for shipping. Certificate of Resale—A state-issued certificate the Customer is required to provide as proof that no tax is due on any sale that is made tax-free as a "sale for resale". Refer to the company's Sales Tax Policy. See "Final Destination Form." Change Order Fee, including Cancellation—An additional fee charged to a Customer when a Sales Order's specification is changed or an Order is cancelled.

Colorway

Crating Fee—A fee charged to a Customer for product that is padded and custom-boxed for shipping. Custom Drawing—A drawing or sketch of a custom product provided to a Customer by ZGlass or Represented Vendor. Drawings typically illustrate significant product dimensions and product structure. See "Drawing For Approval." Custom Quote—A Sales Quote for a custom product. Such a quote is typically obtained via a Company Salesperson contacting a ZGlass Custom Product Coordinator or the Represented Vendor for feasibility, availability and pricing.

Customer's Own Design (COD) sketches and colors sent by a Customer sent to ZGlass or Represented Vendor to be applied to Make To Order product. Customer's own pick up—A method of shipment that stipulates the Customer will contract delivery services directly with a carrier/shipper rather than requesting that ZGlass do so. The carrier/shipper invoices the Customer directly. Design Fee—A fee charged to a Customer for design service provided by the ZGlass Design Team, including that of a stand-alone service that may also involve the purchase of product and a subsequent up charge on the price of the product. Drawing For Approval (DFA)—A drawing of a custom Item that is provided to a Customer by ZGlass or a Represented Vendor for approval prior to production. The drawing illustrates significant product dimensions and product structure. Dye Lot —A production-lot identifier associated with fabric or leather. Multiple products may share a dye lot identifier that indicates they were manufactured in the same batch. Product color may vary slightly between production batches. Estimated Completion Date (ECD)—The date that a Make To Order Item is scheduled for completion and ready for shipment. Glass manufacturing operation—A production facility where the glass is manufactured. Freight Carrier—The shipping company that transports product from ZGlass or Represented Vendor to trade clientele and other ship-to-address locations.

Freight Charge—The charge billed to a Customer for shipping product to a ship-to address. Handling Fee—A fee that is usually associated with a freight or storage company transferring a ZGlass product from a ZGlass to a holding location, or warehouse. This term is also used in reference to a fee charged to a Customer for ZGlass arranging shipping using the Customer's account with their selected carrier. Inside Delivery—A type of delivery in which product is delivered and installed at the end user's location, a.k.a. "White Glove Service."

Make To Order Product (MTO). Product manufactured to the Customer's specifications. There are two categories of Make To Order product: (1) Configurable, which is customizable and has a number of possible configurations and options, and (2) Non-Configurable, which is not customizable and has few possible configurations and options.

Net Price—The selling price of a product charged to a trade professional, i.e. designer, architect, or Specifier. "Net Price" is also referred to as "Designer Discount Price" or "Wholesale Price." Order Acknowledgement—The document provided by a Salesperson and given to the Customer confirming receipt of the Customer Purchase Order or a Customer-signed Sales Quote and receipt of monies per ZGlass policy, i.e. Pro Forma or Payment in Full, depending on the product. It also confirms the Item's readiness to begin production. An Order Acknowledgement indicates any missing criteria required for production.

Order Balance—The remaining amount due on a Sales Order, i.e., Total Price + Freight + Handling + Sales Tax – Customer Deposit Payment(s) = Order Balance. Order Deposit— The dollar amount a Customer must pay in order to originate a Sales Order. Per ZGlass policy, an MTO Order typically requires a deposit of 50% of the Net Price (excluding Freight and Sales Tax), while Drop Ship and Replenishable are 100%. Packing Slip—A document that accompanies a shipment, pallet or smaller unit that describes its contents and quantities and typically references the Order number(s) involved. Pattern—Used for a glass product, this term refers to the print or pattern on the glass material.

Payment In Full (PIF)—The 100% payment required for Replenishable and Drop Ship product, a.k.a. "Paid in Full."

Price List—Product specification and pricing information provided by ZGlass or Represented Vendor.

Swatch or Memo—A glass sample provided to the Customer by ZGlass or Represented Vendor.

Production Lead Time—The time required from receipt of a Confirmed Customer Acknowledgement and its production requirements. SFA [Sample for Approval], DFA [Drawing for Approval]) to product delivery.

Pro Forma—The sales terms that specify the payment(s) a Customer must make before product is shipped.

Proof Of Delivery (POD)—The document signed by the receiver that indicates the quantity and apparent condition of the goods received.

Purchaser—This term refers to the Customer who pays for Items purchased by the Specifier.

Receiving Warehouse—A Customer-specified shipping location where the product will be received and inspected before final delivery at the installation site.

Requested Delivery Date—The Customer-requested date for product delivery.

Reserve—Allocation of on hand inventory against a Sales Quote or Sales Order. Reserves are used to hold a specific quantity of product from available inventory until the Customer reaches a purchasing decision up to a maximum of 14 days.

Restocking Fee—A fee charged to a Customer for returning product(s) to stock inventory.

Router/Routing Steps—Production requirements needed to schedule a Job, e.g., Customer approval of SFA,—facility receipt of COM/L, and so on. "Router" refers to the document that lists the steps involved in production of an Item. "Routing Steps" refers to the conditions that must be met for production to occur.

Sales Order—A written document requesting that ZGlass or a Represented Vendor supply a product made according to the Customer's specifications and requiring either a 50% deposit payment or 100% payment in full, depending on the product.

Sales Quote —A verbal or written communication given to a Sell-to Customer that advises product specification, quantity and pricing and is valid for a limited time (per ZGlass policy, up to 30 days after a Sales Quote is originated). It can be converted to a Sales Order upon acceptance of the Terms and Conditions of Sale as well as receipt of monies per ZGlass policy, i.e., Pro Forma or Payment in Full, depending on the product quoted.

Sample For Approval (SFA)—A finish sample provided to a Customer by ZGlass or Represented Vendor for approval prior to production. Refer to "Router/Routing Steps".

Ship Confirmation—A shipping transaction that triggers recognition of revenue. Sidemark—Designer or end-user identification information noted on the Sales Order, e.g., "Smith/kitchen backsplash/shower."

Starting Date—The date printed on the Vendor Acknowledgement indicating the date from which the Ending Date/Estimated Completion Date is calculated.

Storage Fee—A per diem fee charged to the Customer for product requiring storage due to an outstanding balance more than 60 days after the Balance Due Notice was issued.

Tear Sheet—A document that includes a product image and description and is provided by ZGlass or Represented Vendor to a Customer.

To The Trade—This term is used to describe the wholesale relationship between ZGlass and trade professionals, i.e. designers, architects, and Specifiers.

ORDER SUBJECT TO ACCEPTANCE

All orders are subject to acceptance by the manufacturer of the Product Line ("Manufacturer"), at Manufacturer's designated location for acceptance of orders.

ENTIRE AGREEMENT

ACCEPTANCE OF ORDERS IS BASED ON THE EXPRESS CONDITION THAT BUYER AGREES TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN. ACCEPTANCE OF DELIVERY BY BUYER WILL CONSTITUTE BUYER'S ASSENT TO THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS REPRESENT THE COMPLETE AGREEMENT OF THE PARTIES, AND NO TERMS OR CONDITIONS IN ANY WAY ADDING TO, MODIFYING OR OTHERWISE CHANGING THE PROVISIONS STATED HEREIN SHALL BE BINDING UPON MANUFACTURER UNLESS MADE IN WRITING AND SIGNED AND APPROVED BY AN OFFICER OF MANUFACTURER. NO MODIFICATION OF ANY OF THESE TERMS WILL BE AFFECTED BY MANUFACTURER'S SHIPMENT OF GOODS FOLLOWING RECEIPT OF BUYER'S PURCHASE ORDER, SHIPPING REQUEST OR SIMILAR FORMS CONTAINING PRINTED TERMS AND CONDITIONS CONFLICTING OR INCONSISTENT WITH THE TERMS HEREIN.

PRICES AND TERMS

All prices are F.O.B. factory. A minimum deposit of fifty percent (50%) of the purchase price is required to initiate order fulfillment. Orders for textiles and in stock products require payment in full to initiate order fulfillment. All accounts shall be paid net when invoiced. A service charge of the lesser of 1 1/2% per month or the maximum permissible rate will be added to all accounts not paid within sixty (60) days from the date of invoice for final balance due. Orders must be paid in full, including shipping, handling, crating and packing, STORAGE, taxes and service charges prior to shipping.

STORAGE FEES

Additional storage fees of 1% per month will be charged to store merchandise if not picked up within sixty (60) days from the date of invoice for final balance due.

CANCELLATION OF ORDERS

ALL GOODS ARE CUSTOM MADE TO ORDER SPECIFICATIONS. ORDERS ARE NOT CANCELABLE AFTER TEN (10) WORKING DAYS, NOR RETURNABLE. CHANGES IN ORDERS, RETURNS OR CANCELLATIONS REQUIRE PRIOR WRITTEN APPROVAL FROM MANUFACTURER. SUCH ORDERS WILL BE SUBJECT TO CHANGE, CANCELLATION OR STOCKING FEES UP TO 50% OF THE NET SELLING PRICE.

GLASS: IF BUYER WAIVES A CFA, THE GOODS ARE NOT RETURNABLE. ANY GLASS WHICH HAS BEEN CUT, TREATED OR PROCESSED ARE NOT RETURNABLE.

IN GLASS: ZOLI GLASS WILL NOT ACCEPT RETURNS WITHOUT PRIOR WRITTEN AUTHORIZATION. RETURNS OR CANCELLATIONS ARE SUBJECT TO CANCELLATION FEES OR RESTOCKING FEES UP TO 25% OF THE NET SELLING PRICE. IN STOCK GLASS WILL NOT BE ACCEPTED AS A RETURN IF PRODUCT HAS BEEN INSTALLED, ALTERED OR DAMAGED IN ANY WAY.

FORCE MAJEURE

All quoted completion and delivery dates are estimates only. Manufacturer shall not be liable for delays in completion or shipment or default in delivery for any reason of force majeure or for any cause beyond Manufacturer's reasonable control including, but not limited to, (a) government action, war, riots, civil commotion, embargoes or martial laws, (b) Manufacturer's inability to obtain necessary materials from its usual sources of supply, (c) shortage of labor, raw material, production or transportation facilities or other delays in transit, (d) labor difficulty involving employees of Manufacturer or others, (e) fire, flood or other casualty, or (f) other contingencies of manufacture or shipment. In the event of any delay in Manufacturer's performance due in whole or in part to any cause beyond Manufacturer's reasonable control, Manufacturer shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Buyer of any goods shall constitute a waiver by Buyer of any claim for damages on account of any delay in delivery of such goods.

TAXES

All taxes and excises of any nature whatsoever now or hereafter levied by governmental authority, whether federal, state or local, either directly or indirectly, upon the sale or transportation of any goods covered hereby shall be paid and borne by Buyer.

TITLE / RISK OF LOSS

Delivery of goods to carrier shall be deemed delivery to Buyer, and thereupon title to such goods, and risk of loss or damage, shall be Buyer's. Any claim by Buyer against Manufacturer or carrier for shortage or damage occurring prior to such delivery must be made in writing within seventy-two (72) hours after receipt of shipment and accompanied by original transportation bill signed by the carrier noting that the carrier received the goods from Manufacturer in the conditions claimed. All deliveries are subject to the accompanying Freight Receiving Rules.

METHOD OF SHIPMENT

Manufacturer will handle product shipments unless Buyer specifies shipment method. Any shipments returned to Manufacturer as a result of Buyer's unexcused delay or failure to accept delivery will require Buyer to pay all additional costs incurred by Manufacturer INCLUDING STORAGE FEES.

WARRANTY AND DISCLAIMER

Except as specified herein, Manufacturer warrants that any goods sold hereunder will be free from defects in workmanship and materials for one (1) year. This warranty does not apply to damage or breakage resulting from misuse, accidents, abuse, neglect, mishandling or wear resulting from normal use. Defective products will be replaced within the normal production time period required to reorder and manufacture the same product.

LIMITATION OF REMEDIES

MANUFACTURER SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL LOSSES, DAMAGES OR EXPENSES, DIRECTLY OR INDIRECTLY ARISING FROM THE SALE, HANDLING OR USE OF THE GOODS, OR FROM ANY OTHER CAUSE WITH RESPECT TO THE GOODS OR THIS AGREEMENT, WHETHER SUCH CLAIM IS BASED UPON BREACH OF CONTRACT, BREACH OF WARRANTY, STRICT LIABILITY IN TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY. MANUFACTURER'S LIABILITY HEREUNDER IN ANY CASE IS EXPRESSLY LIMITED, AT MANUFACTURER'S ELECTION, TO REPAIR OR REPLACE (IN THE FORM ORIGINALLY ORDERED) OF GOODS NOT COMPLYING WITH THIS AGREEMENT, OR TO THE REPAYMENT OF, OR CREDITING BUYER WITH, AN AMOUNT EQUAL TO THE PURCHASE PRICE OF SUCH GOODS. ANY CLAIM BY BUYER WITH REFERENCE TO THE GOODS SOLD HEREUNDER FOR ANY CAUSE SHALL BE DEEMED WAIVED BY BUYER UNLESS SUBMITTED TO MANUFACTURER IN WRITING WITHIN THIRTY (30) DAYS FROM THE DATE BUYER DISCOVERED, OR SHOULD HAVE DISCOVERED, ANY CLAIMED BREACH.

REMEDIES UPON DEFAULT

Manufacturer requires payment for any shipment hereunder in advance. If Buyer fails to make payment in accordance with the terms of this agreement or otherwise fails to comply with any provision hereof, Manufacturer may, at its option, cancel any unshipped portion of this order, retain the goods and declare a forfeiture of the deposit as liquidated damages. In the alternative, Manufacturer shall (in addition to other remedies available under any applicable Uniform Commercial Code or otherwise by law) have the right to appropriate and apply the goods to payment due hereunder. Manufacturer may proceed to sell or otherwise dispose of the goods at public or private sale for cash or credit; provided, however, that Buyer shall be credited with the proceeds of such sale only when Manufacturer receives the proceeds. If any notification or intended disposition is required by law, such notification shall be deemed reasonably and properly given if mailed at least ten days before such disposition, postage prepaid, to Buyer at the Buyer's address set forth on the face side hereof. Manufacturer may apply any proceeds of the goods to the payment of expenses and costs to exercise Manufacturer's rights hereunder, and any balance of such proceeds shall be applied against Buyer's account in such order, as Manufacturer shall determine in its sole discretion. Buyer will remain liable for the balance of all unpaid accounts.

EXCLUSIONS

All of Manufacturer's drawings, descriptive matter, weights, dimensions, descriptions and illustrations contained in the Manufacturer's catalogues, prices lists or advertisements are close approximations only and intended to give a general description of the goods and shall not form part of this agreement. Furniture and lighting is handmade, and therefore is subject to slight variations. All sizes as indicated in the price list are within 1/2" variance.

WAIVER

Waiver by Manufacturer of any breach of these terms and conditions shall not be construed as a waiver of any other breach, and failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right at any subsequent time.

SEVERABILITY

In the event that any one or more of these terms or conditions is held invalid, illegal or unenforceable, such provision or provisions shall be severed and the remaining terms and conditions shall remain binding and effective.

CONTROLLING LAW

This agreement shall be deemed to have been executed and delivered ZGLASS. This agreement and all rights and obligations hereunder, including matters of construction, validity and performance shall be governed by the laws of the State of Connecticut including the Uniform Commercial Code as enacted in that jurisdiction, without giving effect to the principles of conflicts of law thereof. All disputes shall be filed in with the American Arbitration Association in Connecticut and governed by the rules of AAA. All decisions made in the arbitration will be consider binding and an entry of judgment shall be deemed to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court having jurisdiction. (Attorney fees and cost shall be awarded to prevailing party.)

FREIGHT/RECEIVING RULES

SHIPPING / DELIVERY

As a service to our customers, ZGlass (ZG) will arrange the shipping of orders via one of our preferred carriers. All charges are PROFORMA and will be included on the final balance due notice. If the customer chooses to manage their own freight and delivery, ZG must be notified of the specific details of the movement. The fee to move the product from a manufacturer to a terminal for "customer's own" pick-up will be added to the balance due. All product is moved through a Bill of Lading (BOL). The location of the pick-up by the client or the client's agent may trigger sales tax responsibility at that location. Ownership of the product transfers to the customer (owner) upon the freight carrier taking possession of the order for transport. Therefore, responsibility for damage occurring in-transit is the owner's and all claims for freight damage must be made within 72 hours of receipt. If customer selects their own freight carrier, freight claims must be filed directly with the selected carrier. ZG is not responsible for a customer's own or third party freight damage and claim.

RECEIPT OF PRODUCT

ZG highly recommends using a qualified receiving warehouse to receive, inspect, consolidate deliveries and facilitate in-home installation. ZG will recommend a receiver for client if needed. All crated goods must go through a professional receiver such as a receiving warehouse. A receiving warehouse acts as an agent for the client and is responsible to note any damage and assist the owner with filing a freight claim when any damage is found. A qualified receiving person should be present to accept products when delivered directly to a home.

A signature on the BOL upon receipt of the products confirms that the products are received in good condition unless exception is made on the BOL. If the merchandise is refused upon delivery for quality or damage issues, the receiver should contact the showroom of purchase immediately. If the driver must "drop and dash", the receiver should note on the BOL that any concealed damage of boxed or crated products will be the responsibility of the carrier or the manufacturer as determined upon inspection of the product. Full inspection must occur within 48 hours of delivery and all freight claims filed within 72 hours.

INSPECTION OF PRODUCT

Inspect the cartons or crates carefully. Check to see if the ShockWatch™ and or Tip-N-Tellindicators are activated. If there is any visible damage to the packaging or the indicator is activated, note it on the BOL. Take photos of any damage to the packaging, this is necessary to resolve damage claims. Inspect the ZGlass packaging/branding. If it is not intact or it is covered over, you should assume the package has been tampered with. Note this on the BOL. Unpack the cartons or crates. Inspect all merchandise carefully. Cartons and crates should always be unpacked in your presence. NEVER discard original packaging until satisfied with the delivery. If you are unable to inspect the merchandise at the time of receiving the shipment, note on the BOL that any concealed damage of boxed or crated products will be the responsibility of the carrier or the manufacturer as determined upon inspection of the products. ZGlass must be notified within 48 hours of any concealed damage that is found. Keep a copy of the BOL. Save the packaging material and take pictures of the damage. All claims should be reported to the corporate offices at ZGlass.

PRODUCT QUALITY AND IN-TRANSIT DAMAGE REPORTING

Products are inspected by the manufacturer prior to release to ensure that the order is in good condition, complete, and ready for shipment. The carrier is responsible for a complete inspection of the products at the point of origin. Any damage must be noted on the BOL. The signed BOL is confirmation by the carrier that they have accepted responsibility for delivering the products in the condition in which they were received. Inspections of the boxed or crated products are limited to the exterior of the packages. Exceptions must be noted and the packages opened at once if the condition of the cartons or crates appears compromised. Do not attempt a return without first having obtained a ZGlass written authorization.

ZG will not accept returns without prior written authorization.

Please include the Sales Order Return Number with the returned product(s).

PRODUCT QUALITY AND DAMAGE IN TRANSIT

Per ICC Regulations, ownership of the product transfers to the customer (owner) upon the freight carrier taking possession of the order for transport. Therefore, responsibility for damage occurring in transit is the owner's and all claims for freight damage must be made within 72 hours of receipt. Products are inspected by the manufacturer prior to release to ensure that the order is in good condition, complete and ready for shipment. The carrier is responsible for a complete inspection of product at the point of origin. Any damage must be noted on the BOL. The signed BOL is confirmation by the carrier that they have accepted responsibility for delivering the product in the condition in which it was received. Inspection of boxed or crated product is limited to the exterior of the package. Exceptions must be noted and package opened at once if condition of the carton/crate appears compromised.

When a damage or quality discrepancy is found, photos should be taken of the product fault. Photos of the packaging may be as important as of the item itself in resolving a possible freight claim. All product quality issues will be handled promptly by ZG upon notice to corporate office where purchased.