TERMS AND CONDITIONS OF

SALE OF PRODUCTS BY GLASS CORNER GREENHOUSES, inc.

1. Applicability.  The following Terms and Conditions (“Terms”) are applicable to all sales by Glass Corner Greenhouses, Inc. (“Glass Corner”) to purchasers (“Purchaser”) and are the only conditions applying to sales of all Glass Corner’s products, (“Products”) except conditions relating to price, quantities, delivery schedules, terms of payment, invoicing, shipping instructions, and the description and specification of the Products, together with other written conditions which may be mutually agreed upon by the parties.  Glass Corner shall not be deemed to have waived any of these Terms if it fails to object to provisions appearing, or incorporated by reference in, or attached to Purchaser’s purchase order or other purchase documents.

2. Acceptance.  Glass Corner’s offer to sell Products to Purchaser is expressly conditioned upon Purchaser’s acceptance of these Terms.  Glass Corner expressly rejects and objects to all new, different, or additional terms submitted by Purchaser.

3. Payment Terms.  Unless otherwise stated in Glass Corner’s quotations, payment of the price in full is due thirty (30) days after invoice date.

4. Warranty and Disclaimer.  Glass Corner warrants, as of the date of shipment by Glass Corner, its Products will be in accordance with the description supplied by Glass Corner.  THESE WARRANTIES BY GLASS CORNER ARE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.  GLASS CORNER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

5. Exclusive Remedy.  GLASS CORNER’S LIABILITY TO PURCHASER AND PURCHASER’S REMEDY FOR A BREACH BY GLASS CORNER OF ANY PRODUCT WARRANTY IS LIMITED, IN GLASS CORNER’S DISCRETION, TO EITHER THE REPLACEMENT OF THE DEFECTIVE PRODUCTS RETURNED TO GLASS CORNER OR TO A REFUND OF THE PURCHASE PRICE OF THE DEFEC­TIVE PRODUCTS (OR, IF NOT PAID, TO A CREDIT IN THE AMOUNT OF THE PURCHASE PRICE).  IN NO EVENT SHALL GLASS CORNER BE LIABLE FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAM­AGES, INCLUDING LOST PROFITS.

6. Shipment.  Unless other­wise agreed in writing, all Product sales are F.O.B., Glass Corner’s place of business in Grand Rapids, Michigan.  Glass Corner shall have no liability for delays, damage, or delivery failures occurring after the Product is delivered to the carrier.  Purchaser is solely liable for detention and demurrage charges assessed at the destination.  Product shortages and visibly damaged or defective Products must be reported to Glass Corner within 10 days of delivery.  Purchaser may not withhold payment on uncontested product deliveries.

7. Installments.   Glass Corner reserves the right to make delivery in installments, all such installments to be separately invoiced and paid for when due.  Delay in delivery of any installment shall not relieve Purchaser of its obligation to accept remaining deliveries.

8. Cancellation.  No order accepted by Glass Corner may be cancelled or altered by Purchaser except upon terms and conditions acceptable to Glass Corner as evidenced by written consent signed by a duly authorized personnel of Glass Corner.

9. Returns.  Product returns will not be accepted without prior written approval of Glass Corner and a return authorization number issued by Glass Corner.

10. Taxes.   Prices quoted are exclusive of all taxes. Purchaser shall pay to Glass Corner, in addition to the purchase price, the amount of all fees, duties, licenses, and all sales, use, privilege, occupation, excise, or other taxes, federal, state, local, or foreign which Glass Corner is required to pay or collect in connection with furnishing Products to Purchaser.

11. Collection Costs and Interest.  If Purchaser defaults, Purchaser agrees to pay all costs and expenses, including reasonable attorney fees, incurred in the collection of past due amounts owed by Purchaser.  Purchaser also agrees to pay Glass Corner interest on overdue amounts, from the due date, at the lesser of 1-1/2% per month or the highest lawful rate.

12. Force Majeure.  Except for the obligation to make payments to the other party (which shall not be deferred or extended for any reason), neither party shall be responsible for any failure to perform or delay in performing if such failure or delay is due to any strike, riot, civil commotion, sabotage, embargo, war or act of God or other cause beyond its reasonable control.  In addition, Glass Corner shall not be responsible for any failure to perform or delay in performing due to inability to obtain deliveries of necessary raw materials or packaging components where such inability is caused by a supplier to Glass Corner.

13. Modification.  These Terms may be modified only by a writing signed by an authorized representative of Glass Corner.

14. Claims.  If there are clerical errors or other claims involving Products discovered after completion of a sale of Products, the party discovering the error shall immediately notify the other party.  The parties agree that any claim or action arising out of or related to Products or to any sale transaction between Glass Corner and Purchaser, will be brought within one (1) year after the cause of action has accrued or be deemed waived.

15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Michigan without regard to any conflict of law or choice of law rules or provisions.