TERMS AND CONDITIONS OF SALES AND SERVICE

SECTION 1. TERMS

1.1 Agreement. These Terms and Terms of Sale (“Terms”) govern all sales by Mygrant Glass Company, Inc. (“Seller”) to its customers (“Customer”). These terms apply to and are incorporated into and made part of any credit application, order confirmation, sales confirmation, sales agreement, supply agreement, commercial invoice or similarly titled document as the case may be, issued by Seller and relating to the sale of goods (“Products”) or provision of services (“Services”). All transactions between Customer and Seller relating to the Products and/or Services are expressly conditioned upon acceptance of these Terms, which supersede any earlier conditions (the “Transactions”) issued by the Seller and shall override any terms or conditions of the Customer unless expressly agreed to by Seller in a writing signed by an officer of Seller. Any additional or conflicting terms and conditions contained on, attached to or referenced by Customer’s purchase or service orders, or other prior or later communication from Customer to Seller, even if Seller is aware of such conflicting, modified or additional terms, shall have no effect on any Transaction and are expressly rejected by Seller. Customer’s commencement of performance (including ordering, purchasing or taking delivery of Product or Services) shall in all cases constitute Customer’s unqualified and unconditional acceptance of the Agreement.

1.2 Modification. Seller reserves the right to amend or modify these Terms by posting updated Terms to its website at www.mygrantglassonline.com and/or providing other written notice to the Customer. The version of these Terms effective at the time the Customer places an order applies.

SECTION 2. PRICE AND PAYMENT TERMS

2.1 Price. Prices for Products and Services covered by this Agreement may be adjusted by Seller, at any time when risk of loss and title remains with Seller. Products and Services will be invoiced at the prices effective at the date of order.

2.2 Payment and Interest. Customer will pay all invoiced amounts within stated terms. Unpaid amounts will accrue interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the applicable due date until paid, plus Seller’s reasonable fees and costs of collection. In the event that Customer provides a payment without designating the invoice(s) to which such payment is to be applied, Seller may apply such payment to such invoice(s) or other amounts owing by Customer to Seller as Seller may determine in its sole discretion. In the event Customer disputes any portion of any invoice, Customer shall provide notice of such dispute pursuant to Section 2.4, and Customer shall pay the undisputed amount within the applicable due date. Interest on the disputed amount will not accrue while Customer and Seller attempt to resolve the matter, which period shall not exceed 21 calendar days. Interest on any disputed amount(s) shall begin to accrue after said 21 calendar day period, unless the parties agree otherwise.

Seller reserves all other rights granted to a seller for Customer’s failure to pay for the Products, Services or any other breach by Customer of these Terms. In addition to all other rights and remedies available to Seller (which Seller does not waive by the exercise of any rights hereunder), Seller may suspend the delivery or sale of any Products or Services if Customer fails to pay any amounts by the applicable due date. Customer may not withhold payment of any amounts due and payable as a set-off of any claim or dispute with Seller, regardless of whether relating to Seller’s breach, bankruptcy, or otherwise. All purchases and related payments will be in US Dollars.

2.3 Credit Terms. Seller may, but is not obligated to, establish credit terms for Customer, and may change those terms, create or change credit limits, or cease extending credit from time to time in its sole discretion following ten (10) days written notice to the Customer of such change under this section. In the event that Seller determines, in its sole discretion, that the creditworthiness or future performance of Customer is impaired or unsatisfactory, Seller may (a) suspend sales and deliveries of Product and/or Services; (b) require prepayment by cash or credit card prior to delivery of Product and/or Services; and/or (c) specify different, new, or additional payment terms. Customer must receive ten (10) days written notice of such change under this section.

2.4 Disputes. Invoicing disputes must be identified in writing by or before the due date of the invoice. Undisputed amounts must be paid within stated terms. Payments of any disputed amounts are due and payable upon resolution. The Parties shall seek to resolve any such disputes expeditiously and in good faith within 21 days of the dispute notice, receipt by Seller at Seller’s notice address.

2.5 Taxes. All stated prices are exclusive of any taxes, fees, duties, and levies of any kind whatsoever as well as applicable delivery, packing and other charges. The Customer is solely responsible for the payment of any such taxes, duties or levies.

2.6 Rebates. Customer’s entitlement to receive any rebate or other incentive that Seller may offer from time to time shall be conditioned on Customer being within credit terms.

2.7 Credit Cards. Customer authorizes the Company to automatically debit any credit/debit card(s) placed on file with the Company during the ordering process or via subsequent account updates on the due date of each invoice. Should the Customer's credit card be declined for any reason, Company will contact customer to notify them of the declined charge, and will continue to resubmit the credit card on file for payment until the balance is paid in full. If the Company is not able to charge the Customer's credit card as noted above for the full amount due, Customer authorizes the Company to split the total amount due across multiple debit transactions to the credit card(s) on file equaling the total amount due.

SECTION 3. ORDERS AND DELIVERY

3.1 Orders. Customer represents and warrants that it shall only allow its agents and employees authorized to make purchasing decisions with Customer’s online login credentials and that Seller may rely upon the apparent authority of Customer’s employees who make phone and will call orders and purchases for Products and/or Services.

3.2 Delivery Times of Product. Seller will deliver or make available the Products within a reasonable time after receiving Customer’s order, subject to their availability. Any dates and times specified by the Seller for delivery of the Products are intended to be an estimate and time for delivery shall not be made of the essence. Delivery is always subject to the availability of the Seller’s stock. Seller may deliver the Products by separate installments.

3.3 Risk of Loss. The risk of loss and title of all Products purchased by Customer passes to Customer as follows: (i) if Seller delivers Product to Customer’s facility, risk of loss and title passes when the Products are available and accepted by the Customer or when the Products are unloaded and left in a location at the Customer’s facility as directed by Customer; or (ii) if the Products are picked up by Customer, risk of loss and title passes when the Products are turned over to Customer and Customer takes physical possession or control over the Product.

3.4 Inspection. Customer has the duty to inspect the Products upon delivery or pickup, and shall immediately reject any damaged or defective Product. Unless otherwise returned in compliance with Section 4 or the Seller’s posted Return Policy, Customer shall be deemed to have accepted the Products and waived all rights to reject the Products for damage or defect upon accepting the Product.

3.5 Seller Facilities. Customer agrees and warrants that its owners, employees and agents will comply with all of Seller’s code of conduct, safety and business conduct rules when they are at Seller’s facilities. If these rules are violated, Seller may (a) limit or revoke access to its facilities by Customer, its owners, employees and agents; (b) limit or cease deliveries to Customer; (c) discontinue sales to Customer; and/or (d) take any other appropriate action in Seller’s sole discretion.

SECTION 4. RETURNS AND REFUNDS

4.1 Returns. As used in this Section, “Returnable Products” means only the following: (i) undamaged, clean and immediately saleable products returned to Seller. Seller will accept Returnable Products for return per its return policy posted on its website at www.mygrantglassonline.com.

4.2 As Is. From time to time Seller may offer Products on an “As Is” basis, with or without blemish, defect, damage, or expiration. Purchase by Customer of a Product sold As Is constitutes Customer’s knowing and voluntary waiver of all rights, claims, warranties, actions, or the like against Seller arising out of Customer’s purchase, use, sale, and installation of an As Is Product. Customer further shall indemnify and hold harmless Seller, its directors, officers, employees and agents against any and all claims which may be assert against them which relates or arises from the As Is Product.

4.3 Refunds. All Services rendered by the Company are provided on a non-refundable basis.

SECTION 5. NO WARRANTY

5.1 NO WARRANTY SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, IN FACT OR IN LAW, AND SELLER EXPRESSLY DISCLAIMS ANY WARRANTIES IMPLIED BY LAW, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY OR THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

Third party Products shall carry only the warranty offered by the original manufacturer, and only to the extent such warranty may be transferred by Seller to Customer, and Seller provides no warranty for such third party Products. Customer must resolve any warranty claims directly with manufacturer.

5.2 Oral Representations. No employee, agent or representative of Seller has the authority to bind Seller to any oral representation or warranty concerning the Products. Customer shall rely on the manufacturer’s guidelines and specifications related to any product, and Customer shall not reasonably rely on any statements by Seller. Seller shall have no duty or responsibility towards Customer’s professional services, including but not limited to installation and/or calibration. ANY SUCH WRITTEN OR ORAL REPRESENTATION OR WARRANTY WILL BE VOID AND UNENFORCEABLE. No Seller employee has authority to alter these terms without specific written authorization from a corporate officer of Seller addressed to Customer.

SECTION 6. LIABILITIES; LIMITATION OF LIABILITY

6.1 Defects. Seller shall have no liability for defects, whether hidden or apparent, resulting from the improper storage, use, installation, processing, manufacturing, or other treatment of the Products.

6.2 LIMITATION OF LIABILITY. SELLER WILL NOT BE LIABLE UNDER ANY THEORY OF RELIEF, INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR RELATED TO THE PRODUCTS, CUSTOMER’S ORDER, OR SELLER’S ACTS OR OMISSIONS, FOR: (i) INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DAMAGE TO PROPERTY, OR LOSS OF USE; OR (ii) ANY DAMAGE OR LOSS IN EXCESS OF THE PURCHASE PRICE ACTUALLY PAID BY CUSTOMER FOR THE PRODUCTS AT ISSUE.

6.3 Sole Remedy and Statute of Limitations. Customer’s sole and exclusive remedy related to the Products is limited to either replacement of the Product or a refund of the purchase price actually paid by Customer, at Seller’s sole option. In no event shall Seller be liable for any consequential, incidental, indirect, punitive, exemplary, special or any other similar damages or loss, including, but not limited to, lost data, loss of profits, loss of business, use, production, or income, however arising, even if Seller has been advised of the possibility of such damages. Any action by Customer must be commenced within one year after the cause of action has accrued.

SECTION 7. CONFIDENTIALITY

7.1 Confidentiality. Pricing, inventory and related information provided by Seller to Customer are intended solely to facilitate the legitimate business transactions between Customer and Seller. Customer shall maintain in confidence all information concerning costs and price in connection with Customer’s orders and purchases of Product from Seller, unless disclosure is required by law, in which event Customer shall give Seller prompt notice, if legally permissible, of such requirement and cooperate with Seller in obtaining confidential treatment of same. Seller reserves all rights and remedies, including termination of Customer’s account if confidential information is shared or otherwise appears to be used for improper purposes. The obligations under this Section do not apply to information that (i) is or becomes available to the public through no fault of the recipient; (ii) was known to the recipient prior to the disclosure under these Terms; (iii) becomes available to the recipient on a non-confidential basis from a third party not restricted by contract or law regarding such information; (iv) is disclosed with the prior written consent of the discloser; or (v) is required or compelled by law to be disclosed, provided that the recipient gives all reasonable prior notice to the discloser to allow it to seek protective or other court orders.

SECTION 8. MISCELLANEOUS

8.1 No Assignment. These Terms will not be assigned in whole or in part by Customer without the prior written consent of Seller, such consent not to be unreasonably withheld. This Agreement will be binding on and inure to the benefit of the parties hereto, and their legal representatives, successors in interest and permitted assigns. Notwithstanding the foregoing, a party may assign or transfer this Agreement (including any Order) to any person or business entity in connection with a sale of some or all of its assets or business, without the consent of any other party.

8.2 Force Majeure. Neither party will be responsible for delays or failure in performance resulting from acts beyond the control of such party (“Force Majeure”); provided, however, the party so affected will (i) immediately provide written notice to the other party of the date and nature of the Force Majeure and the anticipated period of time during which the force majeure conditions are expected to persist and (ii) make all reasonable efforts to reduce the effect of any failure or delay by the Force Majeure. Notwithstanding the foregoing, a Force Majeure will not relieve or affect in any way a party’s obligation to pay any amounts due and owing under these Terms.

8.3 Governing Law and Jury Waiver. Any dispute between the parties shall be governed in accordance with the laws of the state of California without reference to its choice of law rules, and will be resolved solely by final and binding arbitration. Unless the parties otherwise agree in writing, the arbitration will be conducted in California, before a single arbitrator. The arbitrator will be jointly selected and mutually approved by the parties or, if the parties are unable to agree, will be appointed by the American Arbitration Association ("AAA"). The arbitration will be conducted in accordance with the AAA's rules of commercial arbitration. The parties initially will share equally the fees and expenses of the arbitration. However, the prevailing party (if applicable and as determined by the arbitrator) will be entitled to recover from the non-prevailing party all such fees and expenses (including without limitation reasonable attorneys' fees). Any arbitration decision so rendered will be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. The parties will arbitrate disputes in confidence. Nothing in this Section 8.3 will prevent either party from seeking preliminary equitable relief in any court.

8.4 Severability. If any provision of these Terms is held invalid, illegal or unenforceable, that will in no way affect, impair or invalidate any other provision, and all other provisions of these Terms will be in full force and effect.

8.5 No Waiver. No delay or omission to exercise any right, power or remedy accruing to a party upon breach or default by the other party shall impair any such right, power or remedy, or shall be construed as a waiver of any such breach or default, or any similar breach or default thereafter occurring; nor shall any waiver of a single breach or default be deemed a waiver of any subsequent breach or default.