PGP GLASS USA, INC.
General Terms & Conditions of Sale
Version 2026.1 | Effective October 1, 2026
1. APPLICATION, PRECEDENCE AND CHANGES
1.1 These General Terms & Conditions of Sale (the “Terms”) apply to all quotations, order confirmations and sales of goods (“Goods”) by PGP Glass USA, Inc. (“Seller”) to the purchaser (“Buyer”) for Goods shipped on or after the effective date above, and supersede all prior versions.
1.2 Each quotation is an offer to sell only on these Terms, and Seller’s acceptance of any order is expressly conditioned on Buyer’s assent to these Terms. Buyer’s placement of an order or acceptance of Goods constitutes such assent. Additional or conflicting terms in Buyer’s purchase order or other documents are rejected and shall not apply unless expressly agreed in writing by Seller. A written supply, master supply or item-specific agreement signed by both parties (a “Signed Agreement”) prevails over these Terms to the extent of any conflict.
1.3 Seller may update these Terms on thirty (30) days’ notice by providing the updated Terms with its quotations, order confirmations, invoices or other written notice. Updates apply to Goods shipped on or after their effective date, are accepted by Buyer’s next order, and do not affect Goods already shipped or any Signed Agreement.
2. ORDERS, CANCELLATION AND INVENTORY
2.1 Accepted orders may be cancelled or modified only with Seller’s written consent. Upon any cancellation, or if Buyer fails to take delivery of Goods produced against its purchase orders or binding written forecasts, Buyer shall pay for (a) finished Goods at the agreed price, (b) work in progress and raw materials, including customer-specific packaging, at Seller’s documented cost plus 15%, and (c) any unamortized tooling under Section 12.1. Goods not called off within twelve (12) months after production may be invoiced on thirty (30) days’ written notice and are then held at Buyer’s risk and subject to storage under Section 5.3.
2.2 Buyer accepts a variance of ±10% of the quantity ordered. For Goods made to Buyer’s specifications, Buyer shall take delivery of and pay for the actual quantity produced within this tolerance; for other Goods, Buyer shall pay for the actual quantity shipped.
3. PRICES, SURCHARGES AND TAXES
3.1 Where no price is agreed, Seller’s last quoted or prevailing list price applies. Prices are subject to adjustment each January 1 on at least fourteen (14) days’ written notice and apply to Goods shipped on or after that date, unless a Signed Agreement provides otherwise. On at least fourteen (14) days’ written notice, Seller may adjust prices or apply a surcharge to recover new or increased tariffs, duties or taxes, or material increases in energy, raw material or freight costs. Any such adjustment or surcharge applies to new orders and to existing orders, including orders accepted before the notice, for Goods shipped on or after the date stated in the notice. Seller may also increase the price of any order where shipment is delayed or extended beyond the original schedule due to Buyer’s acts or omissions.
3.2 Prices exclude all sales, use, excise and similar taxes, duties and tariffs, which Buyer shall pay and Seller may collect for remittance to the taxing authority. Before the first shipment, Buyer shall provide a valid sales tax exemption or resale certificate for each applicable jurisdiction and keep it current, and is responsible for any taxes, interest and penalties arising from an invalid or expired certificate.
4. PAYMENT AND CREDIT
4.1 Unless otherwise established by Seller’s credit department, payment is due within thirty (30) days of the invoice date. Overdue amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is less. Buyer shall pay all reasonable collection costs, including attorneys’ fees.
4.2 Billing discrepancies (including pricing, quantities invoiced and invoice calculations) must be notified in writing within ten (10) days of the invoice date, failing which the invoice is deemed correct; this does not limit Sections 6 and 8. Buyer shall not set off or withhold any amount without Seller’s written consent.
4.3 Shipments are subject to Seller’s credit approval, which may require advance payment, and Seller may suspend shipments while any amount is past due.
5. DELIVERY, TITLE AND STORAGE
5.1 Unless otherwise agreed in writing, all sales are F.O.B. Seller’s facility (FOB Origin, Freight Collect), and title and risk of loss pass to Buyer upon tender to Buyer or its carrier; for shipments outside the United States, FCA Seller’s facility (Incoterms® 2020) applies. Buyer shall file any claims against carriers, with Seller’s reasonable assistance. Seller shall have no liability for Goods held after tender except for its gross negligence or willful misconduct.
5.2 Buyer shall arrange collection and pay all freight. If Buyer asks Seller to arrange transportation, Seller may select the carrier and route, and freight paid by Seller will be invoiced to Buyer (prepay and add). The carrier’s manifest weights govern.
5.3 Goods not collected within seven (7) days after the scheduled pick-up date, or held at Buyer’s request, are held at Buyer’s sole risk and may be charged storage at Seller’s then-current rates.
6. INSPECTION AND CLAIMS
6.1 Buyer shall inspect the Goods on receipt. Claims relating to the condition of the Goods or their packaging, quantity, or any other nonconformity reasonably discoverable on inspection must be made in writing within ten (10) days of receipt, failing which the Goods are deemed accepted. Latent manufacturing defects in the glass must be notified within ten (10) days of discovery and within the warranty period in Section 8.1.
6.2 Buyer must show that any claimed nonconformity existed at delivery and provide lot numbers, photographs and a description of storage conditions. Buyer shall preserve the affected Goods for Seller’s inspection; failure to do so waives the claim.
7. RETURNS
7.1 Returns require Seller’s prior written approval and must be shipped at Buyer’s cost, in original condition, to Seller’s facility, remaining at Buyer’s risk, and title shall not pass to Seller, until inspected and accepted. Accepted returns are subject to a 25% restocking fee; the balance paid by Buyer will be credited or refunded within Buyer’s payment terms, and no refund is due on unpaid Goods.
7.2 Rejected returns must be collected at Buyer’s cost within ten (10) business days of notice, failing which Seller may return them freight collect, charge storage under Section 5.3, or after a further thirty (30) days dispose of them without liability.
8. WARRANTY
8.1 Seller warrants that, for six (6) months from the date of receipt by Buyer, the Goods will conform to the applicable written specifications, approved drawings and acceptable quality levels (AQL) or defect criteria agreed in writing between the parties or, if none exist, Seller’s standard specifications and quality standards in effect at the time of manufacture. Conformity is determined on a lot basis in accordance with the applicable AQL sampling plan, and defects within the agreed AQL do not constitute a nonconformity.
8.2 This warranty excludes defects arising from designs or specifications provided by Buyer; handling, storage, filling, capping, processing or decoration by Buyer or third parties; use outside Seller’s specifications; and any change in the condition of the Goods or their packaging after delivery, including as a result of storage, handling or environmental conditions.
8.3 Buyer is solely responsible for determining the suitability of the Goods for its contents, equipment and intended use. Technical advice from Seller is an accommodation only. Any warranty action must be brought within six (6) months after it accrues or one (1) year after receipt, whichever is earlier. Buyer is solely responsible for ensuring that its finished products, including their contents, filling, labeling, closures, decoration, marketing and sale, comply with all applicable laws and regulations. Seller makes no representation that the Goods comply with any such law or regulation except as expressly stated in Seller’s written specifications.
8.4 THIS IS SELLER’S SOLE WARRANTY. SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. REMEDIES AND LIMITATION OF LIABILITY
9.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, BUYER’S SOLE REMEDY FOR ANY CLAIM RELATING TO THE GOODS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, INCLUDING NONCONFORMITY OR BREACH OF WARRANTY, IS, AT SELLER’S OPTION, REPLACEMENT, CREDIT OR REFUND OF THE PRICE PAID FOR THE AFFECTED GOODS, AND SELLER’S TOTAL LIABILITY SHALL NOT EXCEED THAT PRICE. SELLER’S TENDER OF SUCH REPLACEMENT, CREDIT OR REFUND SHALL FULLY DISCHARGE ITS LIABILITY FOR THE CLAIM.
9.2 IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, PRODUCT RECALL OR WITHDRAWAL COSTS, OR THE COST OF BUYER’S CONTENTS, FILLING, LABELING OR OTHER COMPONENTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. INDEMNITY
Buyer shall defend, indemnify and hold Seller harmless from all third-party claims, losses and expenses (including reasonable attorneys’ fees) arising from (a) the negligence or misconduct of Buyer or its customers, agents or employees; (b) the filling, labeling, storage, distribution, marketing, sale or use of the Goods or any product incorporating them; or (c) any claim that Goods made to Buyer’s designs, artwork or specifications infringe third-party intellectual property rights; except to the extent caused by Goods that fail to conform to the warranty in Section 8.1. Seller may require Buyer to defend any such claim or conduct its own defense at Buyer’s expense, and Buyer shall not settle any claim involving Seller without Seller’s written consent.
11. RECALL NOTIFICATION
Buyer shall notify Seller in writing within forty-eight (48) hours of becoming aware of any actual or potential recall, withdrawal or safety issue involving the Goods, preserve all affected Goods and related records, and cooperate with Seller and its insurers in any investigation.
12. TOOLING AND INTELLECTUAL PROPERTY
12.1 Molds, tooling and related equipment used to make Goods for Buyer remain Seller’s property, whether paid for directly or amortized through pricing, unless otherwise agreed in writing. Any unamortized tooling balance is payable within thirty (30) days of invoice when the relevant program ends.
12.2 Buyer retains ownership of its designs, artwork and trademarks and licenses Seller to use them solely to supply Goods to Buyer.
13. FORCE MAJEURE
Seller is not liable for any delay or failure in performance caused in whole or in part by events beyond its reasonable control, including labor disputes, acts of God, war, terrorism, civil unrest, natural disasters, pandemics, acts of government, fire, flood, severe weather, accidents, equipment breakdowns, cyber incidents, energy or utility interruptions, raw material shortages and transportation delays. During any such event, Seller may allocate its available supply among its customers and may extend delivery dates accordingly. No such event excuses Buyer’s payment obligations. If an event prevents delivery of any Goods for more than ninety (90) consecutive days, the parties shall enter into good faith negotiations to agree on the further course of the affected order.
14. CONFIDENTIALITY
Each party shall keep confidential any non-public pricing, technical or business information received from the other (“Confidential Information”) and use it only in connection with transactions between the parties. This obligation does not apply to information that (a) is or becomes public other than through breach, (b) was already known to the recipient without restriction, (c) is independently developed without use of the Confidential Information, or (d) is lawfully received from a third party without restriction. A party may disclose Confidential Information to the extent required by law or court order, after giving the other party prompt notice where lawful. These obligations continue for three (3) years after disclosure, and for as long as the information remains a trade secret.
15. GOVERNING LAW AND DISPUTES
15.1 These Terms are governed exclusively by New Jersey law, including the Uniform Commercial Code as adopted in New Jersey, without regard to conflict of laws principles or the UN Convention on Contracts for the International Sale of Goods.
15.2 All disputes shall be brought exclusively in the state courts in Middlesex County, New Jersey, or the U.S. District Court for the District of New Jersey, and Buyer consents to their jurisdiction; provided that Seller may bring an action to collect amounts owed in any court having jurisdiction over Buyer.
15.3 EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE BETWEEN THEM.
16. GENERAL
16.1 Notices must be in writing to the addresses on Seller’s invoice or Buyer’s order. Buyer may not assign any order without Seller’s written consent. Seller may assign these Terms or any order to an affiliate or successor without Buyer’s consent. No waiver is effective unless in writing, and no delay or failure to enforce any provision is a waiver.
16.2 Any invalid provision shall be enforced to the maximum extent permitted and the remainder shall remain in effect. These Terms, any Signed Agreement and Seller’s applicable quotation, order confirmation and invoice constitute the entire agreement regarding the sale of the Goods.
16.3 Buyer shall comply with all applicable export control, sanctions and anti-corruption laws, including U.S. export regulations, OFAC sanctions and the Foreign Corrupt Practices Act. Buyer shall not resell or re-export the Goods to any sanctioned person or destination or in violation of such laws. Seller may suspend or cancel any order without liability if it reasonably believes that performance would violate such laws.
16.4 Sections 2.1, 3 through 12, 14, 15 and 16, and any other provision that by its nature should survive, survive completion, cancellation or termination of any order.
16.5 These Terms are for the benefit of the parties only and create no rights in any other person, except that Seller’s affiliates, officers, directors and employees may rely on Sections 8.4 and 9.