Terms and Conditions
These Terms and Conditions were updated on June 10, 2019
1. Terms and Conditions. Any Radiance Glass (“Radiance”) QUOTATION is conditioned on Buyer’s acceptance of these Radiance TERMS OF SALE. Buyer shall be bound by these TERMS OF SALE without change, unless otherwise set forth in writing and accepted in writing by Radiance. Any terms and conditions from any other source, including but not limited to, Buyer’s purchase orders or acknowledgments, are deemed excluded. These TERMS OF SALE shall control and take precedence over any conflicting terms and conditions in any other document. An “Order” or “Purchase Order” means Buyer’s purchase order or any other order or contract form accepted by Radiance in writing.
2. Standards. Glass is fabricated to the following ASTM standards only and only when applicable. This quote supersedes any communication regarding quality standards.
1. ASTM C 1036 Specification for Flat Glass
2. ASTM C 1172 Specification for Laminated Architectural Flat Glass (if applicable)
3. C1048-04 Heat Treated Flat Glass (if applicable)
4. ANSI Z97.1-2004 Glazing Materials Used in Buildings-Safety performance
5. 16 CFR 1201: Safety Standard for Architectural Glazing Materials
6. ASTM 1464 Bent Glass
3. Safety logos. State law requires safety logos (AKA “Bugs”) are to be placed on tempered and laminated safety glass. Your glass will be “Bugged” unless Buyer’s order specifically requests “No Bugs” or is specified and agreed to by Buyer in the Radiance Glass “Production Approval Shop Drawings and Details”. Radiance Glass is not responsible for glass without safety marks or any consequential liability if Buyer elects not to have marks present on glass.
4. Bent (curved) glass. Bent glass is a handmade product. Distortion and tool abrasion are inevitable and are inherent characteristics of curved glass and not a basis for rejection.
5. Samples. Samples are typically provided in sizes of 4”x 4”, 8” x 8” or 12” x 12”. While samples are good representations of what the finished goods will look like it is important to note that samples may look somewhat different from final goods produced. This will be especially true in decorative glass products where gray-scale is an important feature. When glass gets larger the light will alter the appearance simply due to the increased surface area. Glass has a slight green tint (even low iron). The quantity of this green tint is directly related to the size of the piece of glass. The amount of green in a larger sheet of glass will be much greater than in a small sample. If color is an important aspect of the project Radiance encourages the use of low iron glass which will minimize this green tint although it will not completely remove this affect. Buyers are responsible to communicate this possible variance from sample to finished goods to their customers. This variance is not a basis for rejection.
6. Color variation and pattern alignment. Colored glass of any type (laminated, back painted, etc.) will have slight variation from panel to panel. This is unavoidable. While you may not notice any variation when looking at two pieces separately, when you place them adjacent to each other the slight variation may become noticeable. This will not be a basis for rejection. This is particularly true in white glass. If this glass has ANY kind of pattern it is important to notify your customers that in no case will patterns align from panel to panel. Pattern Alignment, if required, must be discussed and agreed to in writing on the quote. There will always be a cost associated with pattern alignment. If pattern alignment is not a line item on this quote then it is specifically excluded.
7. Quoted Sizes. The sizes on your quote are block sizes. Your PO must contain final dimensions. You are responsible for ordering the correct and final sizes. PLEASE NOTE THAT WHEN WRITING DIMENSIONS THE WIDTH IS FIRST THEN THE HEIGHT. This is particularly important with relation to bug locations. If no Purchase Order is received, sizing and details will be specified in the Radiance quote and drawings signed “approved” by the customer.
8. Released to Production. If Buyer has open terms with Radiance then the order will be immediately entered into production. Radiance will not wait for customer to approve or otherwise accept an order confirmation. Buyer will be financially responsible for all work already performed at the time Radiance acknowledges that the Buyer has requested a change. If a Buyer does not have open terms with Radiance then the order will be released into production only after the deposit (down payment) is received by Radiance. The terms “deposit” and “down payment” are considered the same for the purposes of this document. Customer’s glass is customer’s risk. Customer will be charged for all work even if the product fails, breaks or otherwise is unusable.
9. Deposits. Deposits are down payments on Buyers order. Deposits are non-refundable. In the event that the Buyer changes or cancels an order any or all of the deposit will be applied to work already performed and materials already purchased or processed. Radiance will conduct an accounting on any partial work. If that accounted sum is less than the Buyers down payment then the balance will be refunded. If that amount exceeds the buyers’ down payment then the buyer agrees to pay the balance due.
10. Electronic Communication. No order is considered received by Radiance until Radiance has sent a written Order confirmation to Buyer. Buyers often submit orders electronically which is acceptable but the Buyer must understand that emails and faxes can be mis-routed, end up in “junk mail’ screened out by virus protection tools or simply mis handled by any person. It is the sole responsibility of the Buyer to ensure that the Buyer’s order has been received by Radiance. If the Buyer has not received a formal written ORDER CONFIRMATION within 48 hours the Buyer should immediately contact the order desk and inquire about the order. All emailed orders should be sent to firstname.lastname@example.org or faxed to 909-980-1070.
11. Conditional Acceptance. Unless otherwise agreed to and accepted by Radiance, any QUOTATION issued by Radiance may be accepted by Buyer only for a period of 90 days from the date the QUOTATION is issued. Buyer’s attempted acceptance of a Radiance QUOTATION after this period creates no obligation on Radiance unless subsequently accepted by Radiance in writing. “Buyer” means Radiance’s customer as specified on the Radiance QUOTATION.
12. Goods Furnished. Radiance agrees to furnish only the quantity and type of goods described in the Radiance Order Confirmation, Pro Forma or QUOTATION, which may be different from project plans, specifications, and/or Buyer’s purchase order(s). Radiance shall not be obligated to make any changes or additions to the goods described in the Radiance Order Confirmation, Pro forma or QUOTATION unless Radiance agrees in writing and, if necessary, an equitable adjustment is made to the price and delivery terms. Unless otherwise agreed in writing by Radiance, all goods supplied by Radiance under an Order, including those produced to meet an exact specification, will be subject to tolerances and variations consistent with usage of trade, regular Radiance manufacturing practices or practical testing and inspection methods. Such tolerances and variations shall not create any separate Radiance warranties.
13. Contract Price. The “Contract Price” means the price for goods to be furnished by Radiance as specifically identified in the QUOTATION, and which is based on the particular drawings, specifications, make-ups, or other contract documents received by Radiance. Items omitted from the QUOTATION are expressly excluded. The Contract Price is conditioned on payment by Buyer within thirty (30) days of the invoice date, and no retainage may be deducted by Buyer from the Contract Price. Buyer also agrees to pay reasonable collection and or attorneys’ fees and cost connected with the collection of any sums due.
14. Order Holds; Cancellation. After Buyer’s Order has been accepted by Radiance, the Order cannot be put on hold, modified, canceled or changed without Radiance’s written consent. In the event that Buyer places any Order on hold for more than thirty (30) days, Buyer shall be responsible for, and reimburse Radiance for, all material, labor and overhead costs incurred by Radiance as a result of the hold. If Buyer cancels any Order, Buyer shall be responsible for payment to Radiance for reasonable cancellation or order change charges. Such cancellation or order change charges may include, but not be limited to, the Contract Price for all goods shipped by Radiance to Buyer, the Contract Price for all finished goods inventory in the possession of Radiance, all other direct costs incurred by Radiance to the extent not able to be mitigated using reasonable mitigation efforts, and storage charges as outlined in Section 8 of these TERMS OF SALE. In addition, if at the time the Buyer cancels the Order Radiance has work in process with respect to the Order on any of its shop floors, Radiance shall be allowed to finish the production on the goods that are on the shop floor at the time the Order is canceled, place the goods in finished goods inventory, and bill the Buyer the Contract Price for such goods.
15. Other Costs. Buyer acknowledges and agrees that the Contract Price does not include manufacturer’s gross receipts taxes, sales or use taxes, or any other state, local, and federal taxes and/or assessments that may be payable on the transaction, unless otherwise agreed in writing by Radiance. All additional delivery costs arising from local labor agreements shall be the responsibility of Buyer. Buyer further agrees that all square foot pricing is invoiced on the basis set forth in the Radiance QUOTATION. Radiance reserves the right to invoice Buyer for any and all unknown surcharges and miscellaneous costs assessed against Radiance by its vendors after the QUOTATION date.
16. Delivery, Title to Goods and Risk of Loss. The delivery date, if specifically stated on the Radiance Order Confirmation, Pro Forma, is an estimate only and Radiance shall not be bound by such date. Radiance shall not be liable for any direct, incidental or consequential loss or damage to Buyer, or to any third parties, due to delay or not delivering in accordance with the estimated delivery date regardless of the cause. Buyer has the option of picking up the goods at the Radiance facility. If Buyer does not elect to pick up the goods at the Radiance facility, Radiance will select the method of delivery to the Buyer. Title to the goods and risk of loss shall pass at the time the goods leave the Radiance facility unless otherwise set forth in writing by Radiance. In some case Radiance may prepay the freight and add a freight charge to the Buyers invoice. This does not alter the time at which title transfers to the buyer. At all times the quoted price for freight is an estimate only. Radiance may alter the freight cost at time of shipment to be in line with the actual billed freight costs. For example: If Radiance quotes $500 for freight and at the time of shipping the actual freight costs are $750 Radiance will increase the freight charge on the Buyers invoice to $750. Buyer will be responsible for these added freight charges
17. Storage Charges. Any completed Orders that Buyer fails to accept delivery of goods by the delivery date stated on the Radiance Order Confirmation shall be subject to storage charges at a rate of $150.00 per crate per month. These storage charges shall be payable by Buyer net 30 days. Under no circumstances shall Radiance be liable for any costs, fees, damages or loss to goods or materials stored pursuant to this Section. Radiance specifically disclaims any liability for, or damage resulting from, the storage of finished goods or materials stored hereunder in any manner contrary to industry standards or specific storage requirements identified by Radiance in any product documentation.
18. Payment Terms. Payment terms for any Order shall be specified on the invoice in calendar days, with no retainage or set- off allowed. Buyer’s payment obligations shall not be conditioned on Buyer’s receipt of payment from any third party. Buyer shall be responsible for Radiance’s costs of collection, including but not limited to, reasonable attorney’s fees in the event of Buyer’s default or non-payment. Radiance reserves the right to withhold future shipments if timely payment for prior shipments has not been received.
19. Credit Terms. Radiance may, in its sole discretion, agree to grant credit terms to Buyer. If Radiance exercises its option to refuse to grant credit to Buyer, Radiance shall not be liable for any damage, loss or cost whatsoever to Buyer. Any credit terms are subject to Radiance’s continuing approval of Buyer’s credit. If, in Radiance’s sole discretion and determination, Buyer’s credit or financial standing becomes unsatisfactory, Radiance may withdraw or modify its credit terms.
20. Inspection. Buyer shall inspect the goods upon receipt and notify Radiance in writing of any claim that the goods are nonconforming within five (5) days after delivery. Radiance shall be allowed a reasonable opportunity to inspect the goods, and cure any claim of alleged non-conformity, including reasonable access to the goods whether on Buyer’s premises, at a storage facility or on the job site. Subject to Buyer’s signing a confidentiality agreement and compliance with Radiance procedures and facility safety practices, Buyer may arrange to inspect the goods at Radiance’s manufacturing facilities. However, such inspection shall not interfere with Radiance’s operations. Buyer’s rejection of any in-process goods or non- conforming finished goods arising out of such inspection must be made in writing to Radiance prior to shipment of such goods. No goods may be returned to Radiance for credit without Radiance’s prior written consent.
21. Limited Warranty. Radiance provides a limited warranty for goods shipped pursuant to an Order. Radiance’s warranty terms are set forth in a separate warranty certificate available on request. Radiance’s warranty will be void in the event that full payment is not received for goods and services within the agreed upon terms of sale. Radiance’s limited warranty, as provided to Buyer, may only be modified upon written approval of Radiance’s President or Vice President(s). Any verbal representations intended to modify any existing Radiance limited warranty shall be invalid and unenforceable against Radiance. Extended warranties may be available at an additional cost, and are subject to written approval of glazing details by Radiance’s management and/or technical representatives at Radiance’s sole discretion.
22. Disclaimers. RADIANCE EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ANY OTHER OBLIGATION OR LIABILITY NOT EXPRESSLY SET FORTH IN ITS STANDARD TERMS OF WARRANTY. RADIANCE SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND. Buyer’s rights and obligations regarding any goods supplied by Radiance, and proven to be defective, are limited to those set forth in Radiance’s Limited Warranty provided to Buyer. Radiance will not accept any charge or expense submitted by Buyer or any third party, including but not limited to any labor costs for modification, removal, inspection, testing or installation of any goods sold by Radiance under an Order or for any replacement goods.
23. Limitation of Liability. Radiance shall not be liable or responsible for any system or application design, either to Buyer or any third party. Under no circumstances shall Radiance be liable to, or agree to indemnify Buyer or any third party for, any loss, costs, damage or expense (including attorney’s fees) resulting from Buyer’s or any third party’s acts, omissions or conduct. Buyer shall defend, indemnify and hold Radiance, its employees, agents or assigns harmless from and against any and all loss, costs, damage, or expense (including attorney’s fees) resulting from any charge or claim of personal injury or property damage arising out of Buyer’s failure to perform any obligations under the Order, or for the negligence, intentional acts or willful misconduct of Buyer, its employees, agents or representatives.
24. Force Majeure. Radiance will not be responsible for its failure to perform any obligations to Buyer, or the delay in performance thereof, caused by any Force Majeure event, or other action beyond its reasonable control. “Force Majeure” will include, but not be limited to, acts of nature, floods or fire; transportation, power or other supply shortages or unavailability; strikes or labor shortages; failure or delays of any third party vendors or subcontractors; government actions, orders or restrictions; wars, insurrections, acts of terrorism; or the failure of any suppliers, subcontractors, carriers, or party to substantially meet its performance obligations under this Agreement. If the Force Majeure event continues for a period of time that makes performance of the project impossible or impracticable, either Party may terminate this Agreement upon thirty (30) days’ written notice to the other Party.
25. Governing Law. This agreement, and any Order, shall be governed by, and construed according to, the laws of the State of California.
26. Entire Agreement. Radiance’s QUOTATION, these TERMS OF SALE, Radiance’s Order Confirmation, Pro Forma, Radiance’s Limited Warranty (if applicable, and as issued by Radiance), and any supplemental documents annexed hereto by Radiance, contains the complete and entire agreement between the parties as to the subject matter hereof, and replaces and supersedes any prior or contemporaneous communications, representations, or agreements, whether oral or written, with respect to such subject matter.