Vos Glass Terms and Conditions

If you do not have an active account, a 50% deposit is required at the time of order; the balance is due at delivery. Accounts are NET thirty (30) days.

Agreement: Seller’s Proposal includes these Terms & Conditions. The Proposal and Terms and Conditions (collectively, Proposal) are the sole terms for Seller’s sale of goods (Goods) and performance of services (collectively, the Work). Seller objects to and excludes any inconsistent or additional terms in any other document. Buyer’s acceptance of this Proposal shall be conclusively presumed by Buyer’s signed acknowledgment copy of the Proposal, Buyer permitting Seller to start Work, or Buyer’s acceptance of any Work.

The Work: Seller will perform the Work identified in the Proposal. Unless expressly included in the Proposal, Seller’s Work excludes: (a) any design services; (b) permits; (c) historic preservation compliance; (d) any obligation as to hazardous materials, including the duty to discover, abate, handle, or remove lead and asbestos-containing material; (e) costs or work associated with hidden, unusual, or unknown conditions; (f) perimeter sealants/caulking of aluminum; (g) testing; (h) LEED compliance or certification; and (i) stamped certified structural calculations; (j) testing, special samples, and mock-ups; (k) final cleaning of glass and related aluminum; (l) extended or special warranties. Seller has no obligation to protect installed Work and shall not be responsible for damage to installed Work or required to repair damage to installed Work.

Delegated Design: Buyer agrees Seller is not an engineer or architect and is not engaging in, or attempting to engage in, any design or engineering services for the Work, including, without limitation, assessing the sufficiency or structural integrity of any design. When such services are expressly required by the Proposal, such services shall be performed by third-party licensed engineers or design professionals, under contract with Seller. Seller and Seller’s engineer or design professionals shall be entitled to rely upon the completeness, accuracy, and adequacy of Buyer’s design and performance criteria.

Price & Payment: Buyer shall pay the Contract Sum stated in the Proposal. The Contract Sum includes sales tax unless otherwise specified. Seller may require a completed and approved credit application before Work begins. If Buyer does not have an account with Seller, a 50% deposit is required at the time of order, with the balance due at completion. Credit card payments are subject to a 3% processing fee. For authorized accounts, Seller shall invoice Buyer monthly with payment due NET 30. Seller may bill for stored materials. Seller shall be entitled to stop work for nonpayment upon written notice to Buyer. All sums not paid within 30 days shall bear interest at the rate of 1% per month from the due date until paid. Seller may recover from Buyer all costs to enforce the Proposal, including reasonable attorney fees. Buyer’s obligation to pay Seller shall not be subject to or conditioned upon Buyer’s receipt of payment from any third party.

Shipping & Inspection: Buyer shall promptly inspect delivered Goods and report any damaged, defective, or missing material in writing to Seller. Buyer waives any right to reject or revoke acceptance of Goods unless within 10 days after Buyer learns of the defect or within 45 days after delivery of Goods, whichever is earlier, Buyer notifies Seller in writing of such defect. Title to and the risk of loss of Goods passes to the Buyer when Goods are delivered to Buyer at the location specified in the Proposal. Buyer assumes the risk of loss once Goods are delivered.

Limited Warranty: Seller warrants its Work for one year from the date the Work is substantially complete. Provided Seller receives notice of a defect within that one-year warranty period, Seller will repair or replace, at Seller’s sole option, Seller’s defective Work. Buyer shall provide Seller a reasonable opportunity to inspect and repair or replace defective Work. This warranty excludes any Work requiring repair or replacement due to normal wear and tear, damage or defects caused by abuse, misuse, improper operation or maintenance, damage resulting from fire, wind, water, lightening, vandalism, corrosive elements, Acts of God, building settling, structural failures of walls or foundations, modifications performed by others, scratches from cleaning, or other damages outside the control of Seller. Seller does not warrant materials manufactured by others; any warranty for materials manufactured by others is exclusively the warranty of that manufacturer on its terms and conditions. Seller disclaims any other warranty and disclaims any warranty of merchantability or fitness for a particular purpose. Seller does not warrant any existing conditions that may affect Seller’s Work. This warranty is contingent on Seller first receiving payment in full for the Work.

Limited Remedy & Limited Liability: Buyer’s sole and exclusive remedy for any defect in the Work is limited to the repair and replacement of defective Work. The maximum liability for all damages arising from the Work, including without limitation, contract damages and damages for injuries to persons or property, whether arising from Seller’s breach of the Proposal, breach of warranty, negligence, or any other theory shall not exceed the price paid by Buyer for the Goods. Buyer waives any claim for incidental, consequential, and special damages, including without limitation, loss of use, loss of value, and loss of profits.

Force Majeure: Seller shall not be liable for any loss, damage, or injury resulting from any circumstance beyond Seller’s control (Force Majeure), including but not limited to: changes in the Work; changes to a project schedule that differ from the bid schedule and other schedule changes beyond Seller’s reasonable control; labor unrest; fires; unusual weather conditions; acts or omissions of government authorities; changes in applicable law; civil unrest; embargo; vendor priorities or allocations, or unavailable materials; delays in delivery; virus or disease. If a Force Majeure event occurs, Seller shall be entitled to an equitable adjustment in the time to perform the Work and an equitable adjustment to the Contract Sum for any increase in the cost of the Work and for any labor inefficiency or loss or productivity, plus reasonable overhead, and profit.

Delay to Seller: If Seller’s performance is delayed through no fault of Seller by more than 30 days, Seller shall have the right to: (i) participate in creating a revised schedule with an agreed upon revised start date and completion date for Seller’s performance; and (ii) terminate the Proposal upon seven days’ notice to Buyer.

Changes: Seller shall have no obligation to perform any additional or changed Work until Buyer provides written authorization for such work and the parties agree to an equitable adjustment in the Contract Sum (including reasonable overhead and profit) and adjustment in the time to perform. Seller may invoice the costs for added or changed Work during the same period Seller incurs such costs, regardless of whether Buyer has issued a written directive.

Insurance: Seller shall maintain typical general liability, auto, and workers compensation insurance. Buyer and Seller waive all rights against each other for damages to the extent covered by any insurance, except such rights as Buyer or Seller have to the proceeds of such insurance. Buyer and Seller’s insurance policies shall provide such waivers of subrogation by endorsement or otherwise.

Indemnity: Buyer shall defend, indemnify, and hold harmless Seller and its agents, employees, and customers, from and against any and all claims, damages, losses, and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any death, or injury to any person, damage or destruction to any property, by whomsoever suffered, resulting or claimed to result in whole or in part, from Seller’s acts or omissions or Seller’s breach of the Proposal, except where Seller is adjudged to be the sole cause of such claim.

Assignment: Buyer shall not assign or delegate any right, interest, or obligation in this Proposal without Seller’s prior written consent.

Termination: Buyer’s termination or cancellation of these Terms is conditioned upon Buyer indemnifying Seller against losses caused by Buyer’s cancellation. Non-stock, custom, or special orders are non-cancelable. If Buyer breaches the Agreement, Seller shall be entitled to terminate this Agreement upon seven days’ written notice to Buyer and shall be entitled to pursue any other remedies available at law or equity.

Enforcement: The Proposal shall not be construed against the drafter and shall be construed in a neutral manner. If any provision of the Proposal is invalid or unenforceable, the remainder of the Proposal shall not be affected, and each provision of the Proposal shall be enforceable to the fullest extent permitted. This Agreement is binding upon and inures to the benefit of the parties and their successors and permitted assigns.

Integration: The Parties intend the Proposal to be a complete, integrated contract. The parties have not made any oral representations or other agreements, except as specifically stated in this Agreement. This Agreement may be amended only by written agreement signed by both parties, except that Seller shall be entitled to payment for all work requested or directed by Buyer, even in the absence of Buyer’s written directive.

E-Transaction: The parties may conduct business and exchange and execute records in electronic form.

Licensing Notice: A residential builder or maintenance and alteration contractor must be licensed under Article 24 of Act 299 of the Public Acts of 1980, as amended, Michigan Compiled Laws, §339.2401 to §339.2412. Seller is licensed and Seller’s license number is 2102218101.

Limitation of Action: No action, regardless of its theory or form, and arising out of this Proposal or any Work may be brought against Seller more than two (2) years after Seller substantially completes its Work. Seller’s investigation of defects in the Work or Seller’s performance of warranty work does not extend this two-year period limitation period.

Dispute Resolution: Any controversy arising out of or related to the Proposal, shall first be resolved through good faith direct discussions by party representatives with authority to resolve disputes. If a dispute is not resolved within 14 business days of the first date of direct discissions, the parties shall submit their dispute to facilitative mediation, as a condition precedent to any formal legal proceeding. The parties shall share equally the costs of mediation. Mediation shall occur within 45 days of a party’s first request for mediation. If a dispute is not resolved through mediation, at Seller’s option, such dispute may be resolved by arbitration, by a single arbitrator under the rules of the American Arbitration Association.  The arbitrator’s award shall be final, and binding and judgment may be entered upon it in any court having jurisdiction.

Law/Venue: This Proposal shall be deemed to be made in Kent County, Michigan, and is governed by Michigan law. Any action arising out of the Proposal, except as otherwise provided in paragraph 20, shall be brought exclusively in the state or federal courts located in Kent County Michigan. Buyer consents that such courts shall have personal jurisdiction over Buyer. The Parties waive any right to a trial by jury.

Market Volatility: Unless stated otherwise, the pricing is valid for 30 days from the Bid date. If a trade contract is not executed within that period, Vos reserves the right to withdraw bid or reprice to reflect current material costs.

Trade Contract: If Seller’s Proposal and Terms and Conditions are not used as the trade contract between Buyer and Seller, then Seller’s Work is contingent upon the execution of a trade Contract with mutually agreeable terms between Buyer and Seller, and Seller reserves the right to withdraw from the project if terms cannot be reached.