| TERMS AND CONDITIONS OF SALE |
All transactions with Meshglass Ltd are subject to these terms and conditions of sale. TERMS AND CONDITIONS OF SALES For purposes of this agreement Meshglass Ltd, meshglass™, meshglass.com, Crystalmeshglass™ shall be abbreviated to meshglass (meshglass). These terms apply to any transaction which is (A) Not governed by a separate written agreement between the Client/Agency (“Client/Agency") and meshglass and signed by both parties; and (B) Not governed by the terms of a meshglass e-commerce website. Meshglass standard terms below supersede all terms on any purchase order and any other 2. Prices. Client/Agency shall pay the prices quoted in writing by meshglass. Prices quoted 3. Payment Terms. Overdue amounts will be subject to a late charge at the rate of 1.5% of amount outstanding per month or the maximum rate permitted under applicable law. In the event of any collection of overdue amounts by meshglass, meshglass shall be entitled to recover reasonable collection fees and costs (including attorneys' fees and costs). Creditworthiness is inherently subjective, and accordingly meshglass may withdraw or suspend credit, require payment in advance or by C.O.D., or otherwise modify credit terms, from time to time in its discretion. If Client/Agency's payments are overdue, meshglass may withhold performance under this or any other orders. meshglass acceptance of partial payment of any invoice will not constitute waiver of the balance. 4. Fees and Taxes. In addition to the applicable price, Client/Agency shall pay any tax, duty, fee, or other charge imposed by a government authority on the sale of the products, and shall reimburse meshglass for such amounts. If Client/Agency claims an exemption from such charges, it must provide evidence thereof to meshglass at the time of initial order. Client/Agency shall be responsible for any resulting taxes and penalties if such exemption is not accepted by the tax authorities. In the event that any government authority imposes any new tax or tax increase after the date of price quote by meshglass, the Client/Agency shall be responsible for such amount. 5. Shipment. Meshglass shall deliver the Product to Client/Agency's shipper F.O.B. Title and risk of loss will pass to Client/Agency when goods ordered are delivered to the carrier at the F.O.B. point. On completion of production your order is delivered to the appointed shipper with Fob invoice and delivery address. The Shipper issues a receipt of goods and a bill of lading or AWB (airway bill) once the goods are received for shipment. The ownership of the goods is transferred to customer on receipt of your order/goods by the appointed shipper. The customer is the invoiced client who ordered the material. 6. Rescheduling and Cancellations. Client/Agency shall not cancel any order except as 7. Deliveries. Delivery dates will vary depending upon manufacturing, availability, and other conditions, and delivery dates are only estimates. Delay in delivery of any shipment shall not relieve the Client/Agency of its obligations to accept shipment. meshglass shall notify Client/Agency in the event of in the event of product shortage or any reason. meshglass shall be free to allocate the products among its Client/Agency's in any manner meshglass determines. Meshglass may cancel any order without liability if Client/Agency becomes bankrupt or insolvent, commences or has commenced against it a bankruptcy proceeding, makes an assignment for the benefit of creditors, suffers a receiver to be appointed, or is in material breach of its obligations to meshglass . 8. Modifications. meshglass may modify the Products at any time without notice to the Client/Agency. If such modifications in custom design materially affect form, fit, or function, meshglass shall permit the Client/Agency to make a one time cancellation of the affected Products. 9. Discontinuance. meshglass may discontinue any Products in its discretion and may 10. Limited Warranty. meshglass warrants to Client/Agency only, and not to Client/Agency's affiliates or any other third parties, that Products shall materially conform to meshglass specifications for such Product at the time of shipment to Client/Agency; This warranty shall be conditional upon receipt by meshglass of notice of any alleged non-conformance to specifications within thirty (30) days after delivery to Client/Agency. Client/Agency's sole remedy, and meshglass' sole duty, for any breach of this warranty will be for meshglass, at meshglass 's option, to repair or replace the defective Product or to issue a credit to Client/Agency in the amount of the purchase price paid for such Product. In no event shall meshglass be responsible for any costs associated with the removal (or re-installation) of Products from (or into) items into which such Products have been integrated by Client/Agency (or other third parties), or costs associated with other products into which the Product may have been integrated or used. meshglass will not be responsible for any costs incurred in removing Products from locations in which they have been installed. 11. DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, meshglass DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, COURSE OF DEALING, OR USAGE OF TRADE. 12. CONSEQUENTIAL DAMAGES. IN NO EVENT WILL MESHGLASS BE LIABLE FOR ANY COSTS OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING OUT OF THIS AGREEMENT, WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LAW OR EQUITY, EVEN IF MESHGLASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 13. LIMITATIONS. MESHGLASS LIABILITY UNDER THIS AGREEMENT FOR ANY SALES FROM ANY CAUSE WHATSOEVER SHALL IN NO EVENT EXCEED A REFUND OF THE PURCHASE PRICE PAID BY CLIENT/AGENCY FOR THE PRODUCT OR PRODUCTS GIVING RISE TO SUCH LIABILITY. 14. GENERAL. THE ABOVE DISCLAIMERS AND EXCLUSIONS INCLUDE ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST CLIENT/AGENCY AND WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREUNDER. 15. PARTICULAR USES. 16. Proprietary Rights. Meshglass retains ownership of all rights to designs, copyrights, technical data, and all other intellectual property relating to the products, and to any models, samples, drawings, patterns, composites, molds, masks, fixtures, and tools used in making them, and nothing in any sale conveys any license, expressly or by implication. 17. Infringement Indemnification. meshglass' duty to indemnify will not apply if the alleged infringement arises from the combination of the Products with any other goods or products, or the modification of any Products by a party other than meshglass, or any specifications or directives of Client/Agency used by meshglass in making the Products, and will not apply to any settlement made by Client/Agency without meshglass consent. THE FOREGOING STATES THE ENTIRE RESPONSIBILITY OF MESHGLASS, AND THE EXCLUSIVE REMEDY OF CLIENT/AGENCY, WITH RESPECT TO ANY ALLEGED INTELLECTUAL PROPERTY RIGHT INFRINGEMENT OR TRADE VIOLATION BY THE PRODUCTS. 18. Import and Export Control. All sales hereunder are subject to the Client/Agency's ongoing 19. Force Majeure. Meshglass shall not be liable for any loss, delay or failure to 20. Assignment. Neither meshglass nor Client/Agency may assign its rights or duties hereunder without the prior written consent of the other party. Meshglass may assign to its affiliates without consent and may subcontract with its affiliates and other entities as required. 21. Notice. Any notice or report required or permitted by these terms and conditions 22. Governing Law. The terms and conditions of sale stated herein shall be governed by 23. Entire Agreement. The terms and conditions contained herein constitute the entire 24. Severability. Any provision hereof which is prohibited or unenforceable shall be 25. Waiver. No waiver of any breach of any provision of these terms and conditions shall 26. EDI. With prior consent of meshglass orders of Client/Agency may be placed by 27. SHIPPING. 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