- Terms of Sale
Terms of Sale
Terms of Sale
The following EU Glass Inc. (“EU”) terms and conditions of sale (collectively the “Terms of Sale”) are
exclusive and in lieu of all other terms and conditions appearing on Customer's purchase order or elsewhere
and apply to all quotations and all sales of EU products (“Products”). Customer agrees that EU’s acceptance
of Customer’s order is limited to EU’s Terms of Sale. Customer shall be deemed to have accepted EU’s
Terms of Sale. Neither EU’s commencement of performance nor delivery of Products shall be deemed or
constitute acceptance of any Customer additional or different terms and conditions. EU’s failure to object to
provisions contained in any order or other writing of Customer shall not be construed as a waiver by EU of
its Terms of Sale or an acceptance of any terms and conditions of Customer, which are hereby rejected by
a. The prices of the Products are those specified on EU’s invoice, if no price is so specified, those in
EU’s Price List current at the time of purchase. All prices printed in EU’s price list or quoted to
individual Customers are subject to change without notice.
b. Prices include standard packaging. Extra charges will be added for special packaging and/or for
c. Prices for Products do not include any federal, state or local taxes, or other governmental
charges, which, when applicable, will be invoiced additionally.
a.Payment shall be due thirty (30) days after the date of shipment of Product or Will Call (pick
up of the Products by Customer).
b. EU may charge Customer on all late payments 3% on unpaid amount as late fees. In addition
EU may charge Customer interest computed on a daily basis from the due date until paid in full
at the rate of one and three percent (3%) per month or the maximum rate permitted by law,
whichever is less.
c. EU reserves the right to establish and/or change credit and payment terms extended to
Customer when, in EU’s sole opinion, Customer’s purchase history or previous payment record
warrants that action.
d. EU retains a security interest in the Products delivered to Customer, and in their accessories,
replacements, accessions, proceeds and products, including accounts receivable (collectively, the
“Collateral”), to secure payment of all amounts due under this Agreement. If Customer fails to
pay any amount when due, EU shall have the right to repossess and remove all or any part of
the Collateral from Customer but not from Customer’s customers. Any repossession or removal
shall be without prejudice to any other remedy of EU hereunder, at law or in equity. Customer
agrees, from time to time, to take any act and execute and deliver any document (including,
without limitation, financing statements) reasonably requested by EU to transfer, create, perfect,
preserve, protect and enforce this security interest. Customer adds and extends personal
guaranty for all of the amounts due.
e. Customer is responsible for and shall pay all costs, fees and expenses, including reasonable
attorneys' fees and the fees of collection agencies, incurred by EU in enforcing any of the terms,
conditions or provisions hereof or in protecting EU's rights herein or with respect to past due
a. Unless otherwise agreed to in writing by EU, all prices are F.O.B. EU’s premises or those of EU’s
b. Customer agrees that all freight, express and delivery charges shall be paid by Customer and shall
not be subject to discount.
c. If EU has agreed with Customer to arrange for shipping of Products, EU will select the carrier in
the absence of specific instructions by Customer.
d. In no event shall EU be liable for any delay in delivery nor shall the carrier be deemed an agent of
e. Delivery will be deemed complete and risk of loss or damage to the Products will pass to Customer
upon delivery to the carrier or Will Call (pick up of Products by Customer)
4. Inspection and Acceptance; Returns.
a. Customer shall have the right to inspect the Products at the time and place of delivery before
accepting them. In case of Will Call Products will be considered accepted at the time of pick up.
b. The Products shall be deemed accepted by Customer unless notice of defect or shortage is
received within ten (10) days of shipping and defective Product is returned to EU within twenty (20)
days of shipping.
c. Products must be in their original packaging and be in new condition. No Products may be returned
to EU without EU’s prior authorization.
d. Customer shall be responsible for all costs associated with the return of Products if the Products
are found to be within specification. Otherwise EU will bear the return cost.
e. Customer shall be responsible for any damage to returned Products resulting from handling by
Customer with less than due care.
5. Limitations of Liability. EU’S ENTIRE AND AGGREGATE LIABILTY FOR ALL CLAIMS ARISING UNDER
THIS AGREEMENT, WHETHER FOR INFRINGEMENT, BREACH OF WARRANTY OR CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR OTHERWISE SHALL NOT EXCEED CUSTOMER’S PAYMENTS TO EU
FOR THE PRODUCTS PURCHASED UNDER THIS AGREEMENT THAT CREATE SUCH LIABILITY. EU
SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES FOR ANY CLAIM MADE IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT, THE PRODUCTS, OR THE SALE, INSTALLATION,
MAINTENANCE, USE, PERFORMANCE OR NON-PERFORMANCE OF THE PRODUCTS, OR OTHERWISE.
6. Governing Law. The construction, interpretation and performance of this Agreement and all
transactions under it shall be governed by the laws of the State of Pennsylvania. EU shall have the
right to bring suit in any court of competent jurisdiction to collect any amounts owed by Customer to
EU, together with attorneys’ fees and other costs of collection. EU and Customer specifically exclude
the application of the United Nations Convention on Contracts for the International Sale of Goods to
7. Choice of Forum. Any and all claims or actions challenging the validity, interpretation or performance
of this Agreement shall be brought in Pennsylvania Court of EU choice. Notwithstanding the
foregoing, EU may seek interim injunctive relief in any court of appropriate jurisdiction.
8. Force Majeure. Except for the payment of money due and owing, neither party shall be held
responsible for any delay or failure in performance of any part of this Agreement to the extent that
delay or failure is caused by causes beyond its reasonable control (“Force Majeure Conditions”),
including, but not limited to, fire, flood, explosion, war, strike, embargo, government requirement,
civil or military authority, act of God, act or omission of carriers or other similar causes and, with
respect to EU, inability to reasonably obtain necessary labor, materials, components or
manufacturing facilities. If any Force Majeure Condition occurs, the party delayed or unable to
perform (“Delayed Party”) shall give immediate notice to the other party (“Affected Party”), and the
Delayed Party, upon giving prompt notice to the Affected Party, shall be excused from performance
under this Agreement for the duration of the Force Majeure Condition; provided, however, that the
Delayed Party shall take all reasonable steps and cooperate with the Affected Party to avoid or
remove the cause of nonperformance and shall resume performance hereunder with dispatch when
the cause is removed. If the Delayed Party cannot within sixty (60) days remove the cause of
nonperformance, the Affected Party may terminate this Agreement. If Force Majeure Conditions
cause shortages in EU’s supply of Products, EU may, without obligation to obtain similar products or
such materials from other sources, first satisfy its own requirements and the requirements of its
divisions, subsidiaries and affiliates for such materials and Products and then allocate the remainder
among its customers in a manner and amount that, in EU’s sole judgment, is fair and reasonable.
9. Non-Waiver. No course of dealing or failure of either party to strictly enforce any term, right or
condition of this Agreement shall be construed as a waiver of that term, right or condition.
10. Entire Agreement. EU’s Terms of Sale shall constitute the entire agreement (the “Agreement”)
between the parties with respect to the sale of the Products and shall be considered accepted and
not be modified or rescinded, except by a writing signed by EU and Customer. The provisions of this
Agreement supersede all prior oral and written quotations, communications, agreements, and
understandings of the parties with respect to the subject matter of this Agreement.