TERMS AND CONDITIONS OF SALE

These terms and conditions of sale (“Agreement”) are applicable to any order placed with and accepted by Ballistiglass, LLC (referred to herein as “Company”):

  1. SCOPE OF AGREEMENT.  Company, upon acceptance of an Order placed by Buyer, will supply the products and services specified in the Order (the “Work”) to Buyer, pursuant to the terms and conditions of this Agreement and its exhibits and Company’s acceptance of such order submitted by Buyer is expressly limited to the terms and conditions of this Agreement notwithstanding any contrary provision contained in Buyer’s purchase orders, invoices, acknowledgements or other documents. The details of the Work (e.g. quantity, price, and product specifications) shall be set forth in the relevant Order.
  2. PRICE AND TERMS.(a) The prices payable by Buyer for goods and services to be supplied by Company under this Agreement will be specified in the applicable Order. Unless otherwise expressly stated in an Order, all prices exclude shipping and taxes. (b) Payment terms are net fifteen (15) calendar days from the date of the invoice. If Buyer does not pay an invoiced amount within terms, Buyer will in addition pay finance charges of one and one-half percent (1.5%) per month on the late balance and Company reserves the right to (1) withhold shipment of the Work until full payment is made; and/or (2) revoke any credit extended to Buyer. In the event that Buyer’s account is more than ninety (90) days in arrears, Buyer shall reimburse Company for the reasonable costs, including attorney’s fees, of collecting such amounts from Buyer. In the event of any dispute regarding an invoice, no finance charges will apply in the event that Buyer provides written notice of the dispute prior to the due date for such payment. (c) Upon reasonable request by the Company, Buyer shall provide copies of its most recent audited financial statements or other reasonable evidence of its financial capacity and such other information as Company reasonable requests to determine credit status or credits limits. (d) Buyer shall provide notice within five (5) business days of the occurrence of any event which materially affects Buyer’s ability to perform its obligations under this Agreement including but not limited to: (i) the material default of any Company or sub-contractor; (ii) labor strike or dispute; or (iii) material uncured default with respect to any debt obligations of Buyer. (e) Pricing schedules (whether attached to this Agreement or an Order) are subject to change upon a change in the price of applicable raw materials (as reflected on a recognized trade or commodity pricing tracker) in excess of five percent (5%) from the date of such schedule. (f) Unless otherwise specified in the Order, Work will be delivered FOB Company’s manufacturing facility and will be shipped to Buyer via carriers selected by Company.
  3. BUYER MATERIALS AND DATA.(a) Buyer represents and warrants that any matter it furnishes for performance of services by Company (i) does not infringe any copyright or trademark or other Intellectual Property Rights of any third party; (ii) is not libelous or obscene; (iii) does not invade any persons right to privacy; and (iv) does not otherwise violate any laws or infringe the rights of any third party. (b) Buyer warrants that it has the right to use and to have Company use on behalf of Buyer any data provided to Company or its Affiliates by Buyer including specifically customer names, identifying information, addresses and other contact information and related personal information (“Data”). Buyer further warrants that it will designate on the applicable Order if Data provided pursuant to that Order is subject to HIPAA, Gramm-Leach-Bliley or other statutes providing enhanced data protection or requiring enhanced data security procedures.
  4. INTELLECTUAL PROPERTY.Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Buyer as of the date of the Order or made or conceived by employees of Buyer during the Term of the Order shall be and remain the sole and exclusive property of Buyer provided that Buyer grants to Company a license to use, display and distribute (and to sub-license its affiliates and sub-contractors to use, display and distribute) any intellectual property rights delivered to Company as reasonably necessary to perform any Order. Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Company as of the date of the Order or made or conceived by employees, consultants, representatives or agents of Company during the term of this Agreement shall be and remain the sole and exclusive property of Company. Without limiting the generality of the foregoing, the parties agree that Company will own systems (including all web source code) related to the Services provided hereunder, including all modifications, upgrades and enhancements thereto made during the term of the Order. Without limiting the generality of the foregoing, Buyer acknowledges and agrees that Company is in the business of developing security related products and services, and that Company shall have the right to provide to third parties products and services which are the same or similar to the products and services provided herein and to use or otherwise exploit any Company materials in providing such products and services.
  5. CONFIDENTIAL INFORMATION.Any information that parties receive or otherwise have access to incidental to or in connection with this Agreement (collectively, the “Confidential Information”), shall be and remain the property of the disclosing party. Confidential Information shall not include information which: (i) was in the possession of the Receiving Party at the time it was first disclosed by the Disclosing Party; (ii) was in the public domain at the time it was disclosed to the Receiving Party; (iii) enters the public domain through sources independent of the Receiving Party and through no breach of this provision by the Receiving Party; (iv) is made available by the Disclosing Party to a third party on an unrestricted, non-confidential basis; (v) was lawfully obtained by the Receiving Party from a third party not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or (vi) was at any time developed by the Receiving Party independently of any disclosure by the Disclosing Party. Confidential Information may be used to the extent necessary to perform this Agreement and the parties shall not disclose Confidential Information to any third party, except to its agents (who have executed confidentiality agreements containing terms substantially similar to the terms) as necessary to provide the Work hereunder. In no event shall Buyer acquire any right, title or interest in and to any product or process information, including related know how, either existing or developed during the course of the business relationship with Company and Buyer, and in no event shall Company acquire and right, title, or interest in and to any materials or information provided to it by Buyer.
  6. INDEMNIFICATION.The indemnifying party, as Indemnitor, shall indemnify, defend and hold harmless the indemnified party, as Indemnitee, its officers, directors, employees, agents, subsidiaries, and other affiliates from and against any and all claims, damages, liabilities, and expenses (including attorney fees) arising from any third-party claim based on Indemnitor’s (or its agent’s) breach of any representation, warranty, covenant, agreement, or obligation under the Order or this Agreement , or Indemnitor’s (or its agent’s) grossly negligent and/or willful acts in carrying out its obligations under the Order or the Agreement, provided that in no event shall Company be responsible for any claims arising out of its compliance with instructions, requirements, or specifications provided by or required by Buyer (including the use of information, artwork, logos, and/or trademarks provided by Buyer). Neither party will be responsible for indemnifying another party hereto where the basis of the indemnity claim arises out of such other party’s own negligence or willful misconduct. In order to avail itself of this indemnity provision, Indemnitee shall promptly provide notice to Indemnitor of any such claim, tender the defense of the claim to Indemnitor, and cooperate with Indemnitor in the defense of the claim. Indemnitor shall not be liable for any cost, expense, or compromise incurred or made by Indemnitee in any legal action without the Indemnitor’s prior written consent.
  7. BREACH.In addition to all other rights to which a party is entitled under this Agreement, if either party breaches any term of the Order or the Agreement, the non-breaching party shall have the right to: (a) terminate the Order immediately upon written notice to the other party; and (b) seek to obtain injunctive relief to prevent such breach or to otherwise enforce the terms of this Agreement. Failure to properly demand compliance or performance of any term of the Order or this Agreement shall not constitute a waiver of Company’s rights hereunder and prior to any claim for damages being made for non-conformance or breach, Buyer shall provide Company withreasonable notice of any alleged deficiencies in the Work or performance under the Order or this Agreement and Company shall have a reasonable opportunity to cure any such alleged non-conformance or breach.
  8. WARRANTY. Ballistiglass LLC warrants all products for three (3) years from date of installation against defects in manufacturing. In addition, with regards to BallistiGuard, BallistiMax, and BallistiShield, Ballistiglass LLC warrants against significant yellowing (>5.0 Yellowness Index) of product for this time period. Normal wear and tear or scratching by user are not covered by this warranty.  Ballistiglass LLC warrants that the Work shall reasonably conform to specifications in all material respects. Ballistiglass LLC will not provide refunds for any Work conforming to specifications in all material respects. Other than the warranties set forth in this section, Ballistiglass LLC makes no warranty of any kind, expressed or implied or otherwise whatsoever, that the services performed or any items produced will be merchantable or fit for any particular purpose or use. In the event of any breach of any warranty specified in this provision, Buyers exclusive remedy shall be that Ballistiglass LLC shall, at its option, repair or replace any defective goods at no cost to Buyer or refund any purchase price paid for such Work. Our Products are warranted for defects in manufacturing only. Our responsibility is to replace products defective in manufacturing only with the same or better product, at the sole discretion of Ballistiglass LLC. In all cases Ballistiglass LLC must be notified within ten (10) days of receipt of the product for any possible claims of damage. Any claims after this time frame will be honored at the discretion of Ballistiglass LLC. Product returns are not accepted without expressed written permission from Ballistiglass LLC. We do not offer cash refunds. Products returned can be exchanged for the same product only, if found defective. Any other funds owed to our customers will be in the form of credit for future purchases only. BALLISTIGLASS WARRANTY_v_1_2019
  9. LIMITATION OF LIABILITY.IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY FOR SUCH DAMAGES AND COMPANY’S TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT AND THE ORDER SHALL BE LIMITED TO THE TOTAL FEES DUE HEREUNDER FOR THE INVOICE UPON WHICH A CLAIM IS BASED. COMPANY DOES NOT WARRANT THE PRODUCTS SOLD HEREUNDER TO BE FIT FOR ANY PARTICULAR PURPOSE AND THE BUYER SHALL ASSUME ALL RISK AND LIABILITY FOR RESULTS OBTAINED BY USE OF WHETHER SINGLY OR IN COMBINATION WITH OTHER MATERIALS OR PRODUCTS. COMPANY HAS NO CONTROL OVER THE END USE TO WHICH OTHERS MAY PUT THE MATERIALS AND PRODUCTS AND DOES NOT GUARANTEE THAT THE SAME RESULTS AS THOSE HEREIN WILL BE OBTAINED AND DISCLAIMS RESPONSIBILITY FOR ANY CONSEQUENTIAL DAMAGES OR DEATH THAT MAY OCCUR AS A RESULT OF SUCH USE. COMPANY DOES NOT WARRANT THE PRODUCTS SOLD HEREUNDER TO BE FIT FOR ANY PARTICULAR PURPOSE AND THE BUYER SHALL ASSUME ALL RISK AND LIABILITY FOR RESULTS OBTAINED BY USE OF WHETHER SINGLY OR IN COMBINATION WITH OTHER MATERIALS OR PRODUCTS. COMPANY HAS NO CONTROL OVER THE END USE TO WHICH OTHERS MAY PUT THE MATERIALS AND PRODUCTS AND DOES NOT GUARANTEE THAT THE SAME RESULTS AS THOSE HEREIN WILL BE OBTAINED AND DISCLAIMS RESPONSIBILITY FOR ANY CONSEQUENTIAL DAMAGES OR DEATH THAT MAY OCCUR AS A RESULT OF SUCH USE.
  10. NOTICE.Any notice sent pursuant to the Order or this Agreement shall be sent by certified mail, return receipt requested, or by overnight mail to the addresses on the Order or to such address as either party may in the future designate. Notices shall be effective upon receipt.
  11. ASSIGNMENT.Except as otherwise provided, the Order and this Agreement shall be binding upon and inure to the benefit of the parties’ successors and lawful assigns.
  12. STATUS.Buyer and Company are separate entities. Nothing in the Order or this Agreement shall be construed as creating an employer-employee or joint venture relationship.
  13. COMPLIANCE WITH LAW.Each party shall comply with all state, federal and local laws and regulations applicable to its performance hereunder.
  14. ARBITRATION.All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Florida or another location mutually agreeable to the parties. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in the security industry and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.
  15. FORCE MAJEURE. Neither party shall be liable for any failure to perform or delay in performance of this Agreement to the extent that any such failure arises from acts of God, war, civil insurrection or disruption, riots, government act or regulation, strikes, lockouts, labor disruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such party’s commercially reasonable control.
  16. SURVIVAL.In the event any provision of the Order or this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of the Order or this Agreement will remain in full force and effect. All sections herein relating to payment, ownership, confidentiality, indemnification and duties of defense, representations and warranties, waiver, waiver of jury trial and provisions which by their terms extend beyond the Term shall survive the termination of the Order and this Agreement.
  17. ENTIRE AGREEMENT.The Order, this Agreement and the operative provisions of any quotation issued by Company and any purchase order issued by Buyer, sets forth the entire agreement and understanding among the parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understandings of every and any nature among them. No proposal, purchase order, order confirmation, acceptance, or any other document provided by either Party to the other, nor any electronic click-wrap, terms of use or similar online consent or acceptance language accompanying or set forth as a prerequisite to any electronic interface or utility associated with any Work, shall be deemed to amend the terms hereof and any such contradictory or additional terms shall be ineffective. No party shall be bound by any condition, definition, warranty, or representations, other than as expressly set forth or provided for in the Order or this Agreement, or as may be, on or subsequent to the date hereof set forth in writing and signed by the party to be bound thereby. In the event of any ambiguity or conflict between any of the terms and conditions contained in this Agreement and the terms and conditions contained in an Order, the terms and conditions of this Agreement shall control, unless the Parties have expressly provided in such Order that a specific provision in this Agreement is amended, in which case this Agreement shall be so amended, but only with respect to such Order. The Order or this Agreement may not be amended, supplemented, changed, or modified, except by agreement in writing signed by the parties to be bound thereby.

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_______BEGIN WEBSITE USE TERMS AND CONDITIONS_____

Welcome to Ballistiglass LLC

These terms and conditions outline the rules and regulations for the use of Ballistiglass LLC’s Website.

Ballistiglass, LLC is located at:

1001 W Newport Center Dr.  #112, Deerfield Beach, FL – 33442, United States

By accessing this website we assume you accept these terms and conditions in full. Do not continue to use Ballistiglass LLC’s website if you do not accept all of the terms and conditions stated on this page.

The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: “Client”, “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to Ballistiglass LLC. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves, or either the Client or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services/products, in accordance with and subject to, prevailing law of United States. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Cookies

We employ the use of cookies. By using Ballistiglass LLC’s website you consent to the use of cookies in accordance with Ballistiglass LLC’s privacy policy. Most of the modern day interactive web sites use cookies to enable us to retrieve user details for each visit. Cookies are used in some areas of our site to enable the functionality of this area and ease of use for those people visiting. Some of our affiliate / advertising partners may also use cookies.

License

Unless otherwise stated, Ballistiglass LLC and/or its licensors own the intellectual property rights for all material on Ballistiglass LLC. All intellectual property rights are reserved. You may view and/or print pages from http://www.ballistiglass.com for your own personal use subject to restrictions set in these terms and conditions.

You must not:

Republish material from http://www.ballistiglass.com

Sell, rent or sub-license material from http://www.ballistiglass.com

Reproduce, duplicate or copy material from http://www.ballistiglass.com

Redistribute content from Ballistiglass LLC (unless content is specifically made for redistribution).

User Comments

This Agreement shall begin on the date hereof.

Certain parts of this website offer the opportunity for users to post and exchange opinions, information, material and data (‘Comments’) in areas of the website. Ballistiglass LLC does not screen, edit, publish or review Comments prior to their appearance on the website and Comments do not reflect the views or opinions of Ballistiglass LLC, its agents or affiliates. Comments reflect the view and opinion of the person who posts such view or opinion. To the extent permitted by applicable laws Ballistiglass LLC shall not be responsible or liable for the Comments or for any loss cost, liability, damages or expenses caused and or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website. Ballistiglass LLC reserves the right to monitor all Comments and to remove any Comments which it considers in its absolute discretion to be inappropriate, offensive or otherwise in breach of these Terms and Conditions.

You warrant and represent that:

You are entitled to post the Comments on our website and have all necessary licenses and consents to do so; The Comments do not infringe any intellectual property right, including without limitation copyright, patent or trademark, or other proprietary right of any third party; The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material or material which is an invasion of privacy. The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant to Ballistiglass LLC a non-exclusive royalty-free license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.

Hyperlinking to our Content

The following organizations may link to our Web site without prior written approval:

Government agencies;

Search engines;

News organizations;

Online directory distributors when they list us in the directory may link to our Web site in the same manner as they hyperlink to the Web sites of other listed businesses; and System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.

These organizations may link to our home page, to publications or to other Web site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.

We may consider and approve in our sole discretion other link requests from the following types of organizations: commonly-known consumer and/or business information sources such as Chambers of Commerce, American Automobile Association, AARP and Consumers Union; dot.com community sites; associations or other groups representing charities, including charity giving sites, online directory distributors; internet portals; accounting, law and consulting firms whose primary clients are businesses; and educational institutions and trade associations.

We will approve link requests from these organizations if we determine that: (a) the link would not reflect unfavorably on us or our accredited businesses (for example, trade associations or other organizations representing inherently suspect types of business, such as work-at-home opportunities, shall not be allowed to link); (b)the organization does not have an unsatisfactory record with us; (c) the benefit to us from the visibility associated with the hyperlink outweighs the absence of ; and (d) where the link is in the context of general resource information or is otherwise consistent with editorial content in a newsletter or similar product furthering the mission of the organization.

These organizations may link to our home page, to publications or to other Web site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.

If you are among the organizations listed in paragraph 2 above and are interested in linking to our website, you must notify us by sending an e-mail to support@ballistiglass.com. Please include your name, your organization name, contact information (such as a phone number and/or e-mail address) as well as the URL of your site, a list of any URLs from which you intend to link to our Web site, and a list of the URL(s) on our site to which you would like to link. Allow 2-3 weeks for a response.

Approved organizations may hyperlink to our Web site as follows:

By use of our corporate name; or

By use of the uniform resource locator (Web address) being linked to; or

By use of any other description of our Web site or material being linked to that makes sense within the context and format of content on the linking party’s site.

No use of Ballistiglass LLC’s logo or other artwork will be allowed for linking absent a trademark license agreement.

Iframes

Without prior approval and express written permission, you may not create frames around our Web pages or use other techniques that alter in any way the visual presentation or appearance of our Web site.

Reservation of Rights

We reserve the right at any time and in its sole discretion to request that you remove all links or any particular link to our Web site. You agree to immediately remove all links to our Web site upon such request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuing to link to our Web site, you agree to be bound to and abide by these linking terms and conditions.

Removal of links from our website

If you find any link on our Web site or any linked web site objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you.

Whilst we endeavor to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.

Content Liability

We shall have no responsibility or liability for any content appearing on your Web site. You agree to indemnify and defend us against all claims arising out of or based upon your Website. No link(s) may appear on any page on your Web site or within any context containing content or materials that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

Disclaimer

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill). Nothing in this disclaimer will:

limit or exclude our or your liability for death or personal injury resulting from negligence;

limit or exclude our or your liability for fraud or fraudulent misrepresentation;

limit any of our or your liabilities in any way that is not permitted under applicable law; or

exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and exclusions of liability set out in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer or in relation to the subject matter of this disclaimer, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty. To the extent that the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

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